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United States securities and exchange commission logo
March 1, 2023
Ting Kin Cheung
Chief Executive Officer
Plutus Financial Group Limited
8/F, 80 Gloucester Road
Wan Chai, Hong Kong
Re:Plutus Financial Group Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted January 31, 2023
CIK No. 0001933021
Dear Ting Kin Cheung:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.Please expand your disclosure under the heading, "Transfers of Cash To and From Our
Operating Subsidiaries," to disclose the special dividend you distributed to a shareholder
in the form of a reduction in amount due from the shareholder.  Additionally, disclose
any dividends paid or distributions made to any investors, wherever situated, during the
periods represented by your financial statements.

 FirstName LastNameTing Kin Cheung
 Comapany NamePlutus Financial Group Limited
 March 1, 2023 Page 2
 FirstName LastName
Ting Kin Cheung
Plutus Financial Group Limited
March 1, 2023
Page 2
Commonly Used Defined Terms, page ii
2.We note your response to comment 1.  We also note that you still appear to use the term
"clients" on page F-34.  Please revise or include a definition of "customers" and
"clients" within your commonly defined terms.
Prospectus Summary
Our Revenue Model
Plutus Securities, page 3
3.We note your response to comment 3.  Please address the following in your response
letter:
•Your response says that your securities trading platform is linked with several other
securities firms (the "external brokers").  Explain fully for us what that means and
how this works.
•Tell us how you are defining customers in your response, such as whether you are
using an ASC 606 definition, whether all customers have Plutus accounts, whether
customers are individual users or are other brokerage firms, and so forth.  In addition,
explain the differences between customers of Plutus and customers of the external
brokers using the same platform.
•Explain to us what you mean when you say that customers of external brokers can
select Plutus for execution of orders.  This includes but is not limited to clarifying
whether these users must have accounts with both Plutus and with other brokers; who
would perform clearing, settlement, and custody duties; whether such trading could
be done on margin with Plutus funding those trades; and your specific tasks when
selected for execution versus when another broker is selected.
•When a user chooses Plutus to execute an order, tell us whether you have discretion
over how those trades are fulfilled, such as choosing to fulfill it from your own
inventory and / or Plutus being able to choose which other entity will fulfill the trade.
In addition, your response says that you receive commissions from external brokers
in return for execution services performed.  Clarify for us whether you are paid on a
per-trade basis or based on overall volume and how you considered whether this is
payment for order flow, given that you appear to have the ability to decide how to
direct this volume.
•Tell us who pays commissions to other brokers who execute trades on behalf of your
customers and how these are accounted for and reflected in your financial statements.
•Your response says that the commission charged to customers remains the same
regardless of which firm is selected to execute the trade order.  Clarify for us who
sets the commission rate charged to customers, who the customer pays, and whether
you receive any payment if a customer chooses another broker to execute, and, if so,
from whom.
Margin Financing, page 4

 FirstName LastNameTing Kin Cheung
 Comapany NamePlutus Financial Group Limited
 March 1, 2023 Page 3
 FirstName LastNameTing Kin Cheung
Plutus Financial Group Limited
March 1, 2023
Page 3
4.Please revise your disclosures, here and elsewhere in the document where applicable, to
provide a thorough and specific discussion addressing margin lending activities, including
but not limited to the items below.  Your response letter should cite specific pages where
you have made revisions for each item.
•Expand your disclosures to fully and consistently discuss the process for customers to
obtain margin loans, including but not limited to the application process, the review
process, the initial approval process, the loan terms, any renewal process (and related
timing), and how initial margin amounts are determined and subsequently modified.
In this regard, we note by way of example only that page 4 says customers are
approved for a margin loan upon opening of a brokerage account; page 59 says that
customers apply to be approved for a margin loan and suggests that there is an
additional approval process; page 93 says that customers deposit securities and funds
into their account for trading and apply for margin financing.
•Indicate whether all customers receive margin loans and quantify how many or what
percentage of customers have margin loans outstanding at the end of each period
presented.
•Your current disclosures on pages 4 and 92 say that margin loans are charged at an
interest rate determined by Plutus Securities directors from time to time.  Revise your
disclosure to be more specific about this time frame.
•Fully discuss the collateral requirements at inception as well as the process for
obtaining additional collateral when required.  In this regard, for an example only, we
note your disclosures on pages 25 and 93 regarding margin calls and requests for
customers to liquidate or post additional collateral on the same day but do not see an
indication of how long you would wait to liquidate the portfolio if this does not
occur.  We also note your disclosure on page 59 that you accept shares of listed
companies on the stock exchange of Hong Kong as collateral.  Given your disclosure
on page F-10 that you apply the practical expedient under ASC 326 in estimating an
allowance for credit losses for loans, your disclosures regarding collateral should also
note whether and how you consider the liquidity of collateral in determining what is
accepted.
•Your discussions regarding processes and policies for margin financing and loans to
customers appear to generally group together margin loans for trading and IPO loans/
financing.  Clearly explain any differences between these populations with regards to
processes, approval, collateral, secured or unsecured amounts, repayment timing,
expected duration, as applicable, and any other related items.
•Clarify whether any margin loans are unsecured or partially secured.  If so, in an
appropriate section, quantify these amounts for all periods, disaggregate such
amounts between margin loans and IPO loans, and quantify any write-offs for the
periods presented.
Summary of Significant Risk Factors
Risks Related to Revenue and Receivables Concentrations, page 12

 FirstName LastNameTing Kin Cheung
 Comapany NamePlutus Financial Group Limited
 March 1, 2023 Page 4
 FirstName LastNameTing Kin Cheung
Plutus Financial Group Limited
March 1, 2023
Page 4
5.Please revise your disclosures here, and also in the Our Customers section on page 95, to
address the items below related to revenues and receivables.  Your response should cite
specific pages where you have made revisions.
•Clarify whether the customers that accounted for significant revenue concentrations
in the interim period of 2022 and the fiscal periods of 2021 and 2020 were also the
same customers that accounted for the significant percentage of loan balances in
those periods.
•Indicate if these customers were the same or different in each of the periods presented
and, if the customers differed, disclose any material trend driving this change (e.g.,
customers closing their accounts entirely, customers concentrated in a particular
industry under pressure, expansion into a new geographic area, etc.).
•Disclose if any of the significant customers were considered to be related parties
during these timeframes.
Transfers of Cash To and From Our Subsidiaries, page 14
6.Please expand your disclosure to identify the shareholder for whose benefit Plutus Group
declared a special dividend of HK$24,451,000.  Additionally, describe the amounts due
from the shareholder before and after the distribution and discuss the nature of the
obligation.
7.We note your disclosure that the special dividend was offset by the amount due from the
shareholder, resulting in a net amount due to the shareholder as of September 30, 2022.
Please provide us with a roll-forward for the periods presented showing how you reached
an amount due to the shareholder, and tell us where this information is disclosed and how
it is reflected in your financial statements.
Dilution, page 50
8.Please revise to disclose how the following amounts were determined:
•Pro forma net tangible book value per ordinary share after giving effect to the public
offering;
•Amount of dilution in net tangible book value per ordinary share to new investors in
the offering; and
•Per share amounts disclosed (i) in the event that the underwriters’ overallotment
option is exercised and (ii) if there were a change in the assumed public offering
price.
Results of Operations for Nine Months Ended September 30, 2021 and 2022, page 56
9.Within the discussion of the securities brokerage commissions, such as on page 57, your
disclosures indicate the increase in trading volume, and corresponding increase in
commissions recognized, was due to an improvement in the overall market sentiment of
the Hong Kong stock market during the interim period of 2022.  This sentiment also
resulted in the increase in margin financing income.  Within the discussion of placement

 FirstName LastNameTing Kin Cheung
 Comapany NamePlutus Financial Group Limited
 March 1, 2023 Page 5
 FirstName LastNameTing Kin Cheung
Plutus Financial Group Limited
March 1, 2023
Page 5
services on page 58, the decrease in fees was due to “more prudence in investing in debt
issuance resulting from the slowing down of the overall investment sentiments during the
nine months ended September 30, 2022.”  Please revise the disclosures to reconcile the
discrepancies in these statements.  Your response letter should cite specific page numbers
where you have made revisions.
10.We note your disclosure on page 57, and again on page 68, noting that increases in trading
volume were due to improved market sentiment driven by an increased number of active
customers.  Please address the items below.  Your response letter should cite specific page
numbers where you have made revisions.
•Revise your disclosures to clarify how an improvement in market sentiment is driven
by an increase in active customers.
•Here or elsewhere in the filing, revise to define the term active customers.
11.We note your disclosures regarding increases and decreases in assets under management
on pages 58 and 70.  Please enhance your disclosures for all periods to provide some
specific detail regarding what drove these trends.  By way of example only, the tables on
pages 58 and 70 appear to show significant inflows and outflows related to discretionary
accounts, but there is no narrative explaining why this occurred or whether the flows were
related to specific customers or product concentrations (such as a focus on investing in
fixed income, or outflows from equities, etc.).
12.We note your response to comment 8 and revision on page 68 regarding fractional shares.
The structure and mechanics of fractional share purchases and sales can impact
accounting treatment and how such activity is reflected in the financial statements.  As
such, we reissue and amend our comment in part.  Please address the items below.
•Your response indicates that the Company does not engage in fractional share trading
as a part of your normal daily business.  Clarify for us, in your response letter, what
you mean by this and whether you are referring to Plutus engaging in such activity on
a proprietary basis, its users engaging in this activity, or both.  Further, users appear
to be permitted to sell fractional shares via Plutus; tell us whether your users can
purchase fractional shares through Plutus and, if so, explain the mechanics of how
this occurs.
•We note that you "arrange for the exchange" of users' fractional shares.  Clarify for us
what you mean by this, and specify in your response your roles and responsibilities in
these arrangements.  Your response should include a description of order placement,
funding, order execution and fulfillment, clearing, custodial, and record keeping
responsibilities, and who performs each of these.
•Describe, in your response, the treatment of any residuals (i.e., the fraction of a share
not acquired by the customer), and clarify who is responsible for making the user
"whole" upon purchase or sale of a fractional share.
•Discuss in your response any limitations of your fractional share offerings, such as
whether users can transfer their fractional share investments to brokerage accounts
not held by you.

 FirstName LastNameTing Kin Cheung
 Comapany NamePlutus Financial Group Limited
 March 1, 2023 Page 6
 FirstName LastNameTing Kin Cheung
Plutus Financial Group Limited
March 1, 2023
Page 6
•Provide us with a thorough accounting analysis explaining your accounting treatment
for fractional shares, including specific references to authoritative accounting
literature used in reaching your conclusions.
Operating expenses, page 59
13.We note your response to comment 11.  It is unclear how the analysis and authoritative
accounting literature referenced supports your accounting treatment for these commission
expenses.  As a non-exhaustive list of examples, we note that:
•A customer as defined by ASC 606 is a party that has contracted with an entity to
obtain goods or services that are an output of the entity's ordinary activities in
exchange for consideration.  Your response provides no analysis to support your
assertion that the IPO subscribers are your customers, nor any analysis of criteria in
ASC 606-10-25-1 in determining a related accounting contract.
•Your analysis does not identify the specified goods or services to be provided to the
customer, nor does it discuss your consideration of and determination of the nature of
your promise as a performance obligation.
•Your reference to ASC 606-10-55-36 does not provide any context for how you
considered this guidance specifically related to the identified specified goods and
services to be provided to the customer, nor how you considered whether you control
the good or service before it is transferred to the customer.  There is also no
discussion of whether and how the indicators noted in ASC 606-10-55-37A or ASC
606-10-55-39 apply (e.g., primary responsibility, inventory risk, pricing discretion,
etc.).
In addition to the above, we note that, based on your response to comment 36 in your
letter dated November 8, 2022, and related revised disclosures, you changed your
accounting conclusion.  However, the analysis in your response to comment 11 in your
most recent response letter provides no indication of why you reached a different
conclusion nor any discussion of whether your prior conclusion constituted an error, and,
i