SecProbe.io

CORRESP
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filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

    Joe
    Laxague

    Partner

    jlaxague@cronelawgroup.com

VIA
EDGAR

January
31, 2024

THE
UNITED STATES SECURITIES

AND
EXCHANGE COMMISSION

Office
of Finance

Division
of Corporation Finance

Washington,
D.C. 20549

Attn:
Sonia Bednarowski and Jessica Livingston

    Re:
    Plutus
                                            Financial Group Limited

    Amendment
    No. 7 to Draft Registration Statement on Form F-1

    Submitted
    December 8, 2023

    CIK
    No. 0001933021

Dear
Ms. Bednarowski and Ms. Livingston:

We
write on behalf of Plutus Financial Group Limited (the “Company”) in response to comments by the United States Securities
and Exchange Commission (the “Commission”) in its letter dated December 14, 2023, commenting on the Company’s Amended
Draft Registration Statement on Form F-1 submitted December 8, 2023 (the “Registration Statement”).

Titling
and paragraph numbering of the comments listed below corresponds to the titling and numbering used in the Commission’s comment
letter.

Amendment
No. 7 to Draft Registration Statement on Form F-1

Cover
Page

1.
We note your disclosure on the cover page that WWC, P.C. is not headquartered in mainland China or Hong Kong. Please revise to state
where WWC, P.C. is headquartered. In addition, please revise to remove your disclosure that “[a]s of the date of this prospectus,
the Company is not subject to the PRC government’s direct influence or discretion over the manner in which it conducts its business
activities outside of the PRC” and your disclosure that you do “not presently foresee material changes to [your] operating
subsidiaries’ operations or the value of the Company’s Ordinary Shares resulting from the legal and operational risks relating
to the PRC regulations” to clarify the PRC’s government’s significant oversight and direction over the conduct and
operations of your business. In this regard, we remind you that, pursuant to the federal securities rules, the term” control”
(including the terms “controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise.” In addition, please revise to clarify here as to whether you are
required to obtain CSRC approval for this offering pursuant to the Trial Measures and disclose the impact to your company if you are
required to obtain such approval but do not.

United
States Securities and Exchange Commission

Attn:
Sonia Bednarowski and Jessica Livingston

January
31, 2024

Page
2 of 3

Response:
In response to this comment, the Company has amended the Registration Statement on the cover page to:

    ●
    Disclose
    that WWC, P.C. is headquartered in San Mateo, California;

    ●
    Delete
    the sentence that read “As of the date of this prospectus, the Company is not subject to the PRC government’s direct
    influence or discretion over the manner in which it conducts its business activities outside of the PRC;”

    ●
    Delete
    the statement that “the Company does not presently foresee material changes to its operating subsidiaries’ operations
    or the value of the Company’s Ordinary Shares resulting from the legal and operational risks relating to the PRC regulations;”

    ●
    In
    place of the foregoing language, add revised disclosure to state as follows: “Pursuant to the long arm provisions under current
    PRC laws and regulations, however, the PRC government could exercise significant oversight and discretion over the conduct of our
    business and may intervene in or influence our operations at any time. Such oversight and discretion, if exercised in the future,
    could significantly limit or completely hinder the Company’s ability to complete this offering or cause the value of its Ordinary
    Shares to significantly decline or become worthless.;” and

    ●
    Add
    following disclosure: “Currently, the Company is not required to obtain permissions or approvals from any PRC authorities to
    issue its Ordinary Shares to foreign investors. The PRC government, however, holds sovereign authority over Hong Kong and could choose
    in the future to expand the categories of industries and companies whose foreign securities offerings are subject to review by the
    CSRC or the CAC. In the event that we have incorrectly concluded CRSC or CAC permissions or approvals were not required for this
    offering and we fail to receive or maintain such permissions or approvals, any action taken by the PRC government could significantly
    limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Ordinary Shares to investors,
    thereby causing the value of such securities to significantly decline or be worthless.”

Prospectus
Summary

Transfer
of Cash To and From Our Subsidiaries, page 14

2.
Refer to your response to comment 2. Please revise your disclosure in this section to state that there is no assurance that the PRC government
will not intervene or impose restrictions on your ability to transfer cash into or out of Hong Kong.

Response:
In response to this comment, the Company has amended the Registration Statement on page 14 to state that “There is no assurance
that the PRC government will not intervene or impose restrictions on our ability to transfer cash into or out of Hong Kong.”

Use
of Proceeds, page 51

3.
We note your disclosure that a portion of offering proceeds will be used for credit line trading. Please revise your disclosure, here
or elsewhere, to define and explain “credit line trading” to explain where it fits into and corresponds with your current
business line(s). If it is a different or new business, expand your disclosure to fully describe this business.

Response:
In response to this comment, the Company has amended the Registration Statement at page 51 to delete the reference to credit line trading,
as the Company does not currently intend to use funds for this purpose or to offering a credit line trading facility to customers.

United
                                            States Securities and Exchange Commission

Attn:
Sonia Bednarowski and Jessica Livingston

January
31, 2024

Page
3 of 3

4.
Please revise your disclosures to define “non-accountable expense allowance,” explain what it represents, and address the
reason(s) for allocating an estimated 1% of offering proceeds to it.

Response:
In response to this comment, the Company has amended the Registration Statement to add the following additional disclosure to footnote
(b) to the Use of Proceeds table on page 51: “The non-accountable expense allowance represents an amount equal to 1% of the gross
proceeds of the offering payable to the underwriters for this offering as specified in our Underwriting Agreement with Pacific Century
Securities. This amount is intended as reimbursement for the underwriters’ expenses incurred in selling the Ordinary Shares in
this offering.”

Mangement’s
Discussion and Analysis of Financial Condition and Results of Operations, page 58

5.
Please revise your disclosures to include a discussion of operating results and financial position for the six-month periods ended June
30, 2022 and June 30, 2023. Also include a discussion of liquidity and capital resources. Refer to Item 4 of Form F-1, Part I.

Response:
In response to this comment, the Company has amended the Registration Statement to add this information beginning at page 59.

Segment
Performance for fiscal year ended December 31, 2021 and 2022

Revenues,
page 66

6.
Please revise to disclose the related party revenues generated from Fund SPC for the provision of asset management services for each
of the periods presented.

Response:
In response to this comment has amended the Registration Statement at page 6 and in the segment performance tables for both the years
ended December 31, 2022 and 2021 and the six months ended June 30, 2023 and 2022 to segregate the management fee revenues from Fund SPC
and other non-related funds.

Related
Party Transactions

Amounts
due from related parties, page 114

7.
Refer to your response to comment 6. Please revise to clarify, if true, that Mr. Zhao, Mr. Cheung and any of your officers and directors
that have outstanding loans with you will pay you the amounts due prior to the effectiveness of the registration statement, and please
update your registration statement when such amounts have been paid.

Response:
In response to this comment has amended the Registration Statement where indicated to clearly state that “Mr. Zhao any of other
officers and directors that have outstanding loans payable to us will pay the amounts due prior to the effectiveness of this Registration
Statement.”

Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.

    THE
    CRONE LAW GROUP, P.C.

    By:
    /s/
    Joe Laxague

    Joe
    Laxague, Esq.