PLUT 6-K
Plutus Financial Group Ltd (PLUT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026.
Commission File Number 001-42502
Plutus Financial Group Limited
(Translation of registrant’s name into English)
8/F, 80 Gloucester Road
Wan Chai, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Further Extension of Outside Date under Merger Agreement
As previously disclosed in our reports on Form 6-K furnished to the SEC on July 9, 2025, July 16, 2025, August 8, 2025, December 31, 2025 and April 1, 2026, Plutus Financial Group Limited entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated July 9, 2025, an Amendment to the Merger Agreement (the “First Amendment to the Merger Agreement”) dated December 30, 2025 and a Second Amendment to the Merger Agreement (the “Second Amendment to the Merger Agreement”) dated March 31, 2026 with Choco Up Group Holdings Limited. Coders Merger Sub Limited has acceded to and joined as a party to the Merger Agreement by way of a joinder dated August 8, 2025. Under the Merger Agreement, the First Amendment to the Merger Agreement and the Second Amendment to the Merger Agreement, we will acquire all outstanding equity interests in Choco Up in exchange for a mixture of newly issued Class A ordinary shares and newly issued Class B ordinary shares in a transaction exempt from the registration requirements under the Securities Act of 1933. The closing of the transaction is subject to the satisfaction of certain closing conditions, including Nasdaq approval. Section 9(b) of the Merger Agreement provides that the agreement may be terminated by the parties if the closing has not occurred by December 31, 2025 (the “Outside Date”). Under the Second Amendment to the Merger Agreement, the Outside Date was extended to June 30, 2026.
On June 30, 2026, the parties executed the Third Amendment to the Merger Agreement to further extend the Outside Date to September 30, 2026. The Third Amendment to the Merger Agreement is furnished herewith as Exhibit 10.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Plutus Financial Group Limited | ||
| By: | /s/ Ting Kin Cheung | |
| Name: | Ting Kin Cheung | |
| Title: | Chief Executive Officer | |
Date:
June 30, 2026
EXHIBIT INDEX
| Number | Description of Document | |
| 10.1 | Third Amendment to Agreement and Plan of Merger |
Exhibit 10.1
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS THIRD AMENDMENT (this “Third Amendment”) to the Agreement and Plan of Merger dated as of July 9, 2025 (the “ Original Merger Agreement”), is made and entered into as of June 30, 2026 by and among Plutus Financial Group Limited, a Cayman Islands exempted company (“Plutus”), Coders Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), and Choco Up Group Holdings Limited, a Cayman Islands exempted company (the “Target”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.
RECITALS
WHEREAS, Plutus and the Target entered into the Original Merger Agreement dated as of July 9, 2025 and, by way of a joinder dated August 8, 2025, Merger Sub has acceded to and joined as a party to the Merger Agreement;
WHEREAS, the Original Merger Agreement was amended by the Amendment to Agreement and Plan of Merger dated as of December 31, 2025 (the “First Amendment”) and the Second Amendment to Agreement and Plan of Merger dated as of March 31, 2026 (the “Second Amendment”) (the Original Merger Agreement as amended by the First Amendment and Second Amendment is referred to herein as the “Merger Agreement”);
WHEREAS, the Merger Agreement provides that it may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties;
WHEREAS, the Parties desire to amend the Merger Agreement to extend the Outside Date to allow additional time for the satisfaction or waiver of the conditions to Closing, including obtaining Nasdaq approval of the Listing Application; and
WHEREAS, the Parties have determined that it is advisable and in their respective best interests to enter into this Third Amendment in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:
AGREEMENT
| 1. | Amendment to Outside Date. Section 9.1(b) of the Merger Agreement is hereby amended and restated in its entirety as follows: |
“(b) by any Principal Party if the Closing shall not have occurred by September 30, 2026 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Principal Party if the action or failure to act of such Principal Party (or in the case of Plutus, any Plutus Party) has been a principal cause of or resulted in the failure of the Closing to occur on or before the Outside Date and such action or failure to act constitutes a breach of this Agreement; provided, further, that in the event that, at the Outside Date, all of the conditions set forth in Sections 8.1 and 8.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each of such conditions is capable of being satisfied at the Closing), except for the condition set forth in Section 8.1(b), such Principal Party proposing to exercise the right to terminate this Agreement under this Section 9.1(b) shall have engaged in good faith discussion for a period of no less than five (5) Business Days with the other Principal Party on alternative solutions to carry out the commercial intent of the Transactions.”
| 2. | Effect of Amendment. Except as expressly modified by this Third Amendment, all terms, conditions and provisions of the Merger Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects. This Third Amendment shall be deemed to be a part of the Merger Agreement and shall be construed in accordance therewith. This Third Amendment shall become effective upon execution by all Parties hereto. |
| 3. | Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Third Amendment delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Third Amendment. |
| 4. | Further Assurances. Each Party shall execute and deliver such additional documents and take such additional actions as may be necessary or desirable to effectuate the terms of this Third Amendment. |
| 5. | Governing Law. This Third Amendment and any action, suit, dispute, controversy or claim arising out of this Third Amendment shall be governed by and construed in accordance with the laws of Hong Kong, except that matters arising out of or relating to the Merger shall be exclusively interpreted, construed and governed by and in accordance with the laws of the Cayman Islands as provided in Section 11.7 of the Merger Agreement. |
| 6. | Consent to Jurisdiction; Arbitration. The Parties hereby agree that Section 11.8 of the Merger Agreement (Consent to Jurisdiction; Waiver of Jury Trial) shall apply to this Third Amendment mutatis mutandis. |
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed as of the date first written above.
| PLUTUS | ||
| PLUTUS FINANCIAL GROUP LIMITED | ||
| By: | /s/ Ting Kin CHEUNG | |
| Name: | Ting Kin CHEUNG | |
| Title: | Director | |
[Signature Page to Third Amendment to Merger Agreement]
IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed as of the date first written above.
| MERGER SUB | ||
| CODERS MERGER SUB LIMITED | ||
| By: | /s/ Ting Kin CHEUNG | |
| Name: | Ting Kin CHEUNG | |
| Title: | Authorized Signatory | |
[Signature Page to Third Amendment to Merger Agreement]
IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed as of the date first written above.
| TARGET | ||
| CHOCO UP GROUP HOLDINGS LIMITED | ||
| By: | /s/ Percy HUNG | |
| Name: | Percy HUNG | |
| Title: | Director | |
[Signature Page to Third Amendment to Merger Agreement]