Correspondence 0001493152-24-044702 from Plutus Financial Group Ltd (PLUT) (CIK 0001933021) (PLUT)
Plutus Financial Group Ltd (PLUT) (CIK 0001933021)
Date: Nov. 12, 2024 · CIK: 0001933021 · Accession: 0001493152-24-044702
AI Filing Summary & Sentiment
File numbers found in text: 333-276791
Referenced dates: October 31, 2024
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CORRESP
1
filename1.htm
Mark
E. Crone
Managing
Partner
mcrone@cronelawgroup.com
Joe
Laxague
Partner
jlaxague@cronelawgroup.com
VIA
EDGAR
November
12, 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. 6 to Registration Statement on Form F-1
Filed
October 25, 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 October 31, 2024, commenting on Amendment No. 6 to the Company’s
Registration Statement on Form F-1 filed October 25, 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.
Amendment
No. 6 to Registration Statement on Form F-1
Cover
Page
1.
Please revise your disclosure here and throughout that “[t]he Company may be subject to unique risks due to uncertainty of the
interpretation and the application of the PRC laws and regulations” to state that the company is subject to such risks.
Response:
In response to this comment, the Company has amended the Registration Statement on the cover page and on the cover page of the selling
shareholder prospectus to indicate that it is subject to such risks.
United States Securities and Exchange Commission
Attn: Sonia Bednarowski and Jessica Livingston
November 12, 2024
Page 2 of 3
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Revenues,
page 63
2.
We note your disclosures in multiple locations (e.g., pages 4, 5, 63, etc.) that margin loans at December 31, 2022, December 31, 2023,
and June 30, 2024 were HK$56,525,000, HK$34,477,000, and HK$34,700,000, respectively. However, this does not appear to match your rollforwards
on pages 66 and 80, nor does it appear to match the June 30, 2024 total in the balance sheet or interim Note 6 (HK$34,593,000). Please
revise, reconcile, and explain the differences in your rollforwards so that readers can appropriately interpret the data presented. In
addition, revise or reconcile and explain any differences between balances in your rollforwards and related amounts shown elsewhere in
the filing, such as in the footnotes and your financial statements. As examples only, we note that:
● balances
at each period end in your margin loan rollforward on page 5 do not appear to match amounts
shown in the rollforwards on pages 66 and 80; and
● your
rollforward on page 66 appears to show no margin loan activity during the first half of 2024
except HK$107,000 of expected credit loss recognized, but this does not appear consistent
with disclosures on page 5 or the interest income recognized during the period.
Response:
In response to this comment, the Company has amended the Registration Statement throughout to update and correct these and other figures.
In the previous filing, certain changes made to the financial statements were not carried over into the disclosures in the body of the
F-1. This has been corrected.
Operating
Expenses, page 64
3.
We note your disclosure that the contractual arrangement with the account executive “who procured the customers with defaulted
margin loans” was terminated during the year ended December 31, 2023. Please revise your disclosures to address the items below.
● Clarify
whether all defaulted margin loans for the periods presented were procured by this former
account executive.
● Quantify
the amount or percentage of total investments, revenues, and commissions paid that were attributable
to this account executive during the periods presented.
Response:
In response to this comment, the Company has amended the Registration Statement at pages 64, 65, and 79 to provide the information requested.
United States Securities and Exchange Commission
Attn: Sonia Bednarowski and Jessica Livingston
November 12, 2024
Page 3 of 3
Notes
to Consolidated Financial Statements
Note
2. Summary of Significant Accounting Policies
Loans
to Customers, page F-10
4.
We note your response to comment 4 and related revisions on page F-10. Please expand your disclosures, here or elsewhere in your footnotes
as appropriate, to address the items below.
●
We note that you charge off receivables after all collection
efforts have ceased. Describe your collection effort process for margin loan receivables, including actions related to borrowers and
to account executives, and explain at what point you cease those efforts and consider them to be completed / exhausted.
●
Quantify the amount of receivables, if any, that exceeded
the provision for credit losses and were directly charged off in the consolidated statements of loss and other comprehensive loss during
the periods presented.
Response:
In response to this comment, the Company has amended the Registration Statement at pages F-10 and F-35 under the “Loans to Customers”
portion of Note 2 to clarify the collection effort process: (1) If the value of the collateral drops below a certain threshold, the Company
requires the borrower to deposit additional funds or securities to maintain the required equity ratio within a time range determined
by the Company case by case. The Company might agree with customers not to liquidate their collateral and not to call for their personal
guarantees immediately upon negotiation of repayment plans on the outstanding margin loans. (2) If the discussion fails or the customers
fail to comply with the repayment plan, the collateral security will be liquidated to restore compliance with the collateral requirement,
and the Company will receive the proceeds immediately. (3) In the event that there are margin loans outstanding after the liquidation
of all collateral securities, the Company pursues legal action to recover outstanding margin loans, followed by bankruptcy petitions
for the customers by calling on letters of personal guarantee. (4) Generally, guarantee by account executives as primary obligors of
the payment of all amounts due to the Company by the investors is procured. Should any responsible account executives provide personal
guarantees on the margin loan of the customer, the Company would proceed to take legal action against them. (5) Collection efforts are
considered to be ceased when the court announces the bankruptcy of customers and their account executives, if any. Then, the Company
will charge off margin loan receivables upon the bankruptcy announcement of the customers or the responsible account executives, if any.
There
are no receivables directly charged off in the consolidated statements of loss and other comprehensive loss in excess of the provision
for credit losses during the six months ended June 30, 2024 and 2023, and the years ended December 31, 2023 and 2022.
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.