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

February
23, 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

    Registration
    Statement on Form F-1

    Filed
    January 31, 2024

    File
    No. 333-276791

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 February 9, 2024, commenting on the Company’s Registration
Statement on Form F-1 filed January 31, 2024 (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.

Draft
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.

Response:
In response to this comment, the Company has amended the Registration Statement on page 125 to update the compensation disclosure to
include the full fiscal year ended December 31, 2023.

United
States Securities and Exchange Commission

Attn:
Sonia Bednarowski and Jessica Livingston

February
23, 2024

Page
2 of 2

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.

Response:
In response to this comment, the Company has amended the Registration Statement on page 139 to indicate that the Cayman Islands taxation
disclosures are, in the opinion of Harney Westwood & Riegels, accurate in all materials respects. In addition, the Company has amended
the Registration Statement on page 129 to indicate that the information in the “Description of Share Capital” section, to
the extent that it states Cayman Islands law or is descriptive of the Company’s governing documents, is accurate in all material
respects in 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.

Response:
In response to this comment, the Company has amended the Registration Statement on page 140 to indicate that the Hong Kong taxation disclosures
are, in the opinion of CFN Lawyers, accurate in all materials respects.

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.

Response:
In response to this comment, the Company has amended the Registration Statement to include the consent of Sundial Law Firm as new Exhibit
99.6.

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.