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SEC Comment Letter 0000000000-24-002448 to Plutus Financial Group Ltd (PLUT) (CIK 0001933021) (PLUT)

Plutus Financial Group Ltd (PLUT) (CIK 0001933021)
Date: March 5, 2024 · CIK: 0001933021 · Accession: 0000000000-24-002448

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-276791

Date
March 5, 2024
Author
Office of Finance
Form
UPLOAD
Company
Plutus Financial Group Ltd (PLUT) (CIK 0001933021)

Letter

United States securities and exchange commission logo March 5, 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 Amendment No. 1 to Registration Statement on Form F-1 Filed February 23, 2024 File No. 333-276791 Dear Ting Kin Cheung: We have reviewed your amended registration statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our February 9, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 Exhibits 1.We note your revised disclosure that "[t]he validity of the Ordinary Shares to be offered by the Selling Stockholders and other certain legal matters as to Cayman Islands law will be passed upon for us by Harney Westwood & Riegels." Please have counsel revise Exhibit 5.1 to provide the legality opinion for the ordinary shares offered by the Selling Stockholders. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.

FirstName LastNameTing Kin Cheung Comapany NamePlutus Financial Group Limited March 5, 2024 Page 2 FirstName LastName Ting Kin Cheung Plutus Financial Group Limited March 5, 2024 Page 2 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

Show Raw Text
United States securities and exchange commission logo
March 5, 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
Amendment No. 1 to Registration Statement on Form F-1
Filed February 23, 2024
File No. 333-276791
Dear Ting Kin Cheung:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our February 9, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1.We note your revised disclosure that "[t]he validity of the Ordinary Shares to be offered
by the Selling Stockholders and other certain legal matters as to Cayman Islands law will
be passed upon for us by Harney Westwood & Riegels." Please have counsel revise
Exhibit 5.1 to provide the legality opinion for the ordinary shares offered by the Selling
Stockholders. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.

 FirstName LastNameTing Kin Cheung
 Comapany NamePlutus Financial Group Limited
 March 5, 2024 Page 2
 FirstName LastName
Ting Kin Cheung
Plutus Financial Group Limited
March 5, 2024
Page 2
            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