Correspondence 0001493152-25-001677 from Plutus Financial Group Ltd (PLUT) (CIK 0001933021) (PLUT)
Plutus Financial Group Ltd (PLUT) (CIK 0001933021)
Date: Jan. 10, 2025 · CIK: 0001933021 · Accession: 0001493152-25-001677
AI Filing Summary & Sentiment
File numbers found in text: 333-276791
Referenced dates: January 8, 2025
Letter
VIA EDGAR Office of Finance Division of Corporation Finance Re: Plutus Financial Group Limited Amendment No. 9 to Registration Statement on Form F-1 Filed December 23, 2024 File No. 333-276791
Dear Mr. Stickel and Mr. Schiffman:
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 January 8, 2025, commenting on Amendment No. 9 to the Company’s Registration Statement on Form F-1 filed December 23, 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. 9 to Form F-1
General
1. We note your statement that resale offers will be made at $5 per share prior to the listing of your ordinary shares on the Nasdaq Capital Market, but that successful listing of your shares on the Nasdaq Capital Market is a condition to the closing of your underwritten primary offering and the secondary offering by your selling stockholders. We also note that the sale of the Selling Stockholder Ordinary Shares is conditioned upon the successful completion of the sale of the Ordinary Shares by the Company in the underwritten primary offering. Please revise Underwriting and where appropriate to identify the specific steps and timeline necessary for the ordinary shares to start trading given the apparent inconsistency. In this regard, identify what business and legal conditions, if any, must be met for resale shares to count toward the public float other than having the registration statement declared effective.
Response: In response to this comment, the Company has amended the Registration Statement throughout to remove language describing any pre-listing fixed price sales by the selling stockholders and to make clear that the sale of the selling stockholder ordinary shares is conditioned upon: (1) Nasdaq listing approval; and (2) closing of underwritten primary offering.
United States Securities and Exchange Commission
Attn: John Stickel and Todd Schiffman
January 10, 2025
Page 2 of 2
2. Consistent with your disclosure on page 133, please revise your disclosure on pages 74 and 91 when discussing balances with related parties to clarify that the margin loan to Mr. Cheung was settled by Mr. Cheung by way of cash repayment in late November of 2024.
Response: In response to this comment, the Company has amended the Registration Statement where indicated to clarify that the margin loan to Mr. Cheung was settled by Mr. Cheung by way of cash repayment in late November of 2024.
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.
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CORRESP
1
filename1.htm
VIA
EDGAR
January
10, 2025
THE
UNITED STATES SECURITIES
AND
EXCHANGE COMMISSION
Office
of Finance
Division
of Corporation Finance
Washington,
D.C. 20549
Attn:
John Stickel and Todd Schiffman
Re:
Plutus
Financial Group Limited
Amendment
No. 9 to Registration Statement on Form F-1
Filed
December 23, 2024
File
No. 333-276791
Dear
Mr. Stickel and Mr. Schiffman:
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 January 8, 2025, commenting on Amendment No. 9 to the Company’s
Registration Statement on Form F-1 filed December 23, 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. 9 to Form F-1
General
1.
We note your statement that resale offers will be made at $5 per share prior to the listing of your ordinary shares on the Nasdaq Capital
Market, but that successful listing of your shares on the Nasdaq Capital Market is a condition to the closing of your underwritten primary
offering and the secondary offering by your selling stockholders. We also note that the sale of the Selling Stockholder Ordinary Shares
is conditioned upon the successful completion of the sale of the Ordinary Shares by the Company in the underwritten primary offering.
Please revise Underwriting and where appropriate to identify the specific steps and timeline necessary for the ordinary shares to start
trading given the apparent inconsistency. In this regard, identify what business and legal conditions, if any, must be met for resale
shares to count toward the public float other than having the registration statement declared effective.
Response:
In response to this comment, the Company has amended the Registration Statement throughout to remove language describing any pre-listing
fixed price sales by the selling stockholders and to make clear that the sale of the selling stockholder ordinary shares is conditioned
upon: (1) Nasdaq listing approval; and (2) closing of underwritten primary offering.
United
States Securities and Exchange Commission
Attn:
John Stickel and Todd Schiffman
January
10, 2025
Page
2 of 2
2.
Consistent with your disclosure on page 133, please revise your disclosure on pages 74 and 91 when discussing balances with related parties
to clarify that the margin loan to Mr. Cheung was settled by Mr. Cheung by way of cash repayment in late November of 2024.
Response:
In response to this comment, the Company has amended the Registration Statement where indicated to clarify that the margin loan to Mr.
Cheung was settled by Mr. Cheung by way of cash repayment in late November of 2024.
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.