UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-42502
Plutus Financial Group Limited
(Translation of registrant’s name into English)
8/F, 80 Gloucester Road
Wan Chai, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
On February 6, 2025, Plutus Financial Group Limited, a Cayman Islands exempted company (the “Company”), closed its initial public offering of 2,100,000 ordinary shares of the Company, par value $0.0001 per share (the “Shares”). The Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-276791), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on February 4, 2024. A final prospectus relating to this Offering was filed with the Commission on February 6, 2025. Under the terms of an underwriting agreement dated February 4, 2025 (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., as the representative of the underwriters named therein (the “Underwriters”), the Company granted the Underwriters an option to purchase up to 315,000 additional ordinary shares pursuant to the ‘Over-allotment Option’ as described in the Underwriting Agreement. By letter dated March 3, 2025, the Underwriters exercised their option to purchase 150,000 additional ordinary shares (the “Over-allotment Shares”). The purchase and sale of the Over-allotment Shares closed on March 4, 2025, resulting in $600,000 in additional gross proceeds.
Following the closing of the aforesaid sale and issuance of the Over-allotment Shares, the Company now has a total of 14,250,000 ordinary shares issued and outstanding.
On March 4, 2025, we released a press release furnished herewith as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 4, 2025 | Plutus Financial Group Limited | |
| By: | /s/ Ting Kin Cheung | |
| Ting Kin Cheung | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release |
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Exhibit 99.1

Plutus Financial Group Limited Announces Exercise of Underwriter’s
Over-Allotment Option
Hong Kong, March 4, 2025 – Plutus Financial Group Limited (“the “Company”) (NasdaqCM: PLUT), a Hong Kong-based financial services company today announced that R.F. Lafferty & Co., Inc., who acted as lead underwriter for the Company’s underwritten initial public offering (the “IPO”), has exercised a portion of the over-allotment option and purchased an additional 150,000 ordinary shares of the Company at the IPO price of $4.00 per share. As a result, the Company has raised an additional $600,000 as result of the over-allotment, for a total of $9 million in gross proceeds, before underwriting discounts and other related expenses, through the issuance of a total of 2,250,000 ordinary shares in the IPO.
R.F. Lafferty & Co., Inc. acted as lead underwriter for the IPO offering, with Revere Securities LLC acting as co-underwriter. The Crone Law Group, P.C. served as lead counsel to the Company. Sichenzia Ross Ference Carmel LLP served as lead counsel to the underwriters with respect to the Offering.
A registration statement on Form F-1, as amended (File No. 333-276791) relating to the IPO was previously filed with the Securities and Exchange Commission (the “SEC”) by the Company and subsequently declared effective by the SEC on February 4, 2025. The IPO offering was made only by means of a prospectus, forming a part of the registration statement. A final prospectus relating to the IPO offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to the Offering may be obtained from R.F. Lafferty & Co., Inc., 40 Wall Street, 27th Floor, New York, NY 10005, or by telephone at (212) 293-9090.
Before you invest in the Company, you should read the final prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Plutus Financial Group Limited
Plutus Financial Group Limited is a Hong Kong-based financial services holding company operating through two wholly-owned primary subsidiaries – Plutus Securities Limited (“Plutus Securities”) and Plutus Asset Management Limited (“Plutus Asset Management”). Plutus Securities, a securities broker licensed by the Securities and Futures Commission of Hong Kong (the “SFC”) and a Participant on the HKEx stock exchange in Hong Kong, provides quality securities dealing and brokerage, margin financing, securities custody, and nominee services. As a licensed securities broker, Plutus Securities provides a range of financial services, including:
| ● | Hong Kong stock trading through the internet, mobile app, and customer phone hotline | |
| ● | Margin financing; | |
| ● | Securities custody and nominee services; providing secure and reliable clearing and settlement procedures; | |
| ● | Access to debt capital markets; and | |
| ● | Equity capital markets for issuers, offer underwriting for IPO and other equity placements, and marketing, distribution and pricing of lead-managed and co-managed offerings. |
Plutus Asset Management, a wealth management and advisory firm licensed by the SFC, provides wealth management services including:
| ● | Professional funds management; | |
| ● | Discretionary accounts with strategies developed for customers based on individual risk tolerance and investment preferences; | |
| ● | Investment consulting and advisory services for funds managed by other companies; and | |
| ● | Investment funds, including a real estate fund, a fixed income fund, a private equity investment, and a hedge fund. |
For more information, visit the Company’s website at http://www.plutusfingroup.com./en/index.php.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
For more information, please contact:
Investor Relations:
Plutus Financial Group Limited
Attn: Jeff Yeung
ir@plutusfingroup.com