SEC Comment Letter 0000000000-24-001561 to Plutus Financial Group Ltd (PLUT) (CIK 0001933021) (PLUT)
Plutus Financial Group Ltd (PLUT) (CIK 0001933021)
Date: Feb. 9, 2024 · CIK: 0001933021 · Accession: 0000000000-24-001561
AI Filing Summary & Sentiment
File numbers found in text: 333-276791
Letter
United States securities and exchange commission logo February 9, 2024 Ting Kin Cheung Chief Executive Officer Plutus Financial Group Limited 8/F, 80 Gloucester Road Wan Chai, Hong Kong Re:Plutus Financial Group Limited Registration Statement on Form F-1 Filed January 31, 2024 File No. 333-276791 Dear Ting Kin Cheung: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-1 Executive Compensation, page 125 1.Please update your disclosure to include the compensation information for the fiscal year ended December 31, 2023. Cayman Islands Taxation, page 139 2.Please revise this section to state that it is the opinion of Harney Westwood & Riegels. Similarly, please revise your disclosure regarding the Description of Share Capital to identify which parts of the disclosure are the opinion of Harney Westwood & Riegels. Taxation Hong Kong Profits Taxation, page 140 3.Please revise the disclosure in this section to state, if true, that it is the opinion of CFN Lawyers.
FirstName LastNameTing Kin Cheung Comapany NamePlutus Financial Group Limited February 9, 2024 Page 2 FirstName LastName Ting Kin Cheung Plutus Financial Group Limited February 9, 2024 Page 2 Exhibits and Financial Statement Schedules, page II-2 4.Please revise to include a consent for each opinion of counsel identified in the prospectus. In this regard, we note, for example, your disclosure that your PRC counsel, Sundial Law Firm, stated that you are not a domestic company under the Trial Measures and that the Trial Measures do not apply to your offering. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Marc Thomas at 202-551-3452 or Cara Lubit at 202-551-5909 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at 202-551-3666 or Jessica Livingston at 202-551-3448 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
February 9, 2024
Ting Kin Cheung
Chief Executive Officer
Plutus Financial Group Limited
8/F, 80 Gloucester Road
Wan Chai, Hong Kong
Re:Plutus Financial Group Limited
Registration Statement on Form F-1
Filed January 31, 2024
File No. 333-276791
Dear Ting Kin Cheung:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Executive Compensation, page 125
1.Please update your disclosure to include the compensation information for the fiscal year
ended December 31, 2023.
Cayman Islands Taxation, page 139
2.Please revise this section to state that it is the opinion of Harney Westwood & Riegels.
Similarly, please revise your disclosure regarding the Description of Share Capital to
identify which parts of the disclosure are the opinion of Harney Westwood & Riegels.
Taxation
Hong Kong Profits Taxation, page 140
3.Please revise the disclosure in this section to state, if true, that it is the opinion of CFN
Lawyers.
FirstName LastNameTing Kin Cheung
Comapany NamePlutus Financial Group Limited
February 9, 2024 Page 2
FirstName LastName
Ting Kin Cheung
Plutus Financial Group Limited
February 9, 2024
Page 2
Exhibits and Financial Statement Schedules, page II-2
4.Please revise to include a consent for each opinion of counsel identified in the prospectus.
In this regard, we note, for example, your disclosure that your PRC counsel, Sundial Law
Firm, stated that you are not a domestic company under the Trial Measures and that the
Trial Measures do not apply to your offering.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Marc Thomas at 202-551-3452 or Cara Lubit at 202-551-5909 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sonia Bednarowski at 202-551-3666 or Jessica Livingston at 202-551-3448 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance