- **Plutus Financial Group Limited** entered into a **Merger Agreement** on **July 9, 2025**, to acquire **Choco Up Group Holdings Limited** in exchange for newly issued Class A and Class B ordinary shares of Plutus, with the closing subject to Nasdaq review and approval.  **[1933021_0001493152-25-015901_form6-k.htm:0]** **[1933021_0001493152-25-015901_ex99-1.htm:40]** 
- For the fiscal year ended **December 31, 2024**, Choco Up reported **revenue of US$5,128,710** and a **net loss of US$2,672,523**.  **[1933021_0001493152-25-015901_ex99-1.htm:1]** 
- Choco Up's financial statements indicate a **material uncertainty regarding its ability to continue as a going concern**, having incurred a **net loss of HK$20,759,349** and **net cash used in operating activities of HK$143,361,383** for the year ended December 31, 2024, and with total liabilities exceeding total assets by HK$32,777,553.  **[1933021_0001493152-25-015901_ex99-1.htm:7]** 
- To address the going concern, Choco Up secured **US$12 million in additional funding** in March 2025 and has agreements with business partners to defer loan repayments, with management expecting merger synergies to enhance performance.  **[1933021_0001493152-25-015901_ex99-1.htm:7]** **[1933021_0001493152-25-015901_ex99-1.htm:40]**

Plutus Financial Group (PLUT)