Exhibit 99.2

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PLUTUS FINANCIAL GROUP LIMITED

8/F, 80 Gloucester Road

Wan Chai, Hong Kong S.A.R.

Tel: +852 2968 1192

MERGER PROPOSALS—YOUR VOTE IS VERY IMPORTANT

July 16, 2025

Dear Plutus Financial Group Limited Shareholders:

You are cordially invited to an extraordinary general meeting of shareholders of Plutus Financial Group Limited to be held on August 8, 2025 at 9 a.m. (Hong Kong time), or August 7, 2025 at 9 p.m. (New York time) at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong, People’s Republic of China and for any adjournment or postponement thereof. At the meeting, you will be asked to vote on the important matters described in detail in the notice of extraordinary general meeting of shareholders and the proxy statement accompanying this letter.

The proxy statement is being provided to you as a shareholder of Plutus Financial Group Limited (“Plutus,” “ListCo,” “PLUT” or the “Company”), in connection with the proposed merger with Choco Up Group Holdings Limited, a global technology and financial services platform (“Choco Up”).

At the extraordinary general meeting, you will be asked to vote on the adoption of an agreement and plan of merger, dated as of July 9, 2025, as it may be amended from time to time (the “Merger Agreement”), by and among Plutus, and Choco Up Group Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands. In anticipation of the Merger (as defined below), Plutus intends to incorporate a Cayman Islands exempted company limited by shares to be named “Coders Merger Sub Limited” as a direct, wholly owned subsidiary of Plutus (the “Merger Sub”) as soon as reasonably practicable after the date of the Merger Agreement but prior to the Closing Date. Plutus shall cause Merger Sub to execute and deliver a joinder to the Merger Agreement, pursuant to which Merger Sub will accede to the terms of the Merger Agreement and join the Merger Agreement as a party. Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger” or “Business Combination”) with and into Choco Up, with Choco Up surviving as the surviving entity and becoming a wholly-owned subsidiary of Plutus upon completion of the Merger (the “Surviving Entity”). In consideration of the Merger, shareholders of Choco Up will exchange all of the issued and outstanding shares of Choco Up immediately prior to the Merger for newly issued Class A ordinary shares of Plutus (the “New Class A Shares”) or Class B ordinary shares of Plutus (the “New Class B Shares,” and the New Class B Shares together with the New Class A Shares, the “New Ordinary Shares”) in a transaction exempt from the registration requirements under the Securities Act of 1933. Copies of the Merger Agreement and the plan of merger in respect of the Merger (the “plan of merger”) are attached as Annex A and Annex B, respectively, to the accompanying proxy statement. The Merger together with other transactions contemplated by the Merger Agreement are referred herein to the “Transactions”.

The Merger values Plutus at an equity value at US$30,700,000 (the “Plutus Equity Value”) on a fully-diluted basis, and values Choco Up at an equity value at US$85,000,000 on a fully-diluted basis (the “Choco Up Equity Value”).

At the time as the Merger becomes effective (the “Effective Time”), each share of Choco Up (“Choco Up Shares”) issued and outstanding immediately prior to the Effective Time will be surrendered and cancelled in exchange for the right to receive (x) in the case of (A) 2,800,000 Choco Up Shares to be held by an entity controlled by Mr. Percy Hung (the “Percy’s Holding Vehicle”) and (B) 2,656,500 Choco Up Shares to be held by an entity controlled, by Ms. Heng Tam (the “Heng’s Holding Vehicle”), a number of validly issued, fully paid and non-assessable New Class B Shares, and (y) in all other cases, a number of validly issued, fully paid and non-assessable New Class A Shares, in each case, equal to (a) the Choco Up per share value (which is in turn calculated by (i) the Choco Up Equity Value divided by (ii) the number of ordinary shares of Choco Up that are outstanding immediately prior to the Effective Time), divided by (b) the PLUT per share value (which is in turn calculated by (i) the Plutus Equity Value, divided by (ii) the number of all ordinary shares of Plutus (“PLUT Shares”) that are outstanding immediately prior to the Effective Time on a fully-diluted basis (such New Class B Shares and New Class A Shares, as applicable, the “Per Share Merger Consideration”, and the aggregate number of Per Share Merger Consideration to be issued and paid by ListCo, the “Merger Consideration”), except for (x) all ordinary shares of Choco Up that are owned by Choco Up, Merger Sub or any subsidiary of Choco Up immediately prior to the Effective Time which shall automatically be canceled and shall cease to exist, and (y) ordinary shares of Choco Up issued and outstanding immediately prior to the Effective Time held by holders who have validly exercised, or have not otherwise lost, their dissenters’ rights for such ordinary shares of Choco Up in accordance with Section 238 of the Cayman Islands Companies Act (such ordinary shares of Choco Up being referred to collectively as the “Dissenting Shares”, and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration, but instead shall be entitled only to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Act. Upon the Effective Time, all Choco Up Shares will be exchange for 37,043,500 of New Class A Shares and 5,456,500 New Class B Shares.

Effective immediately prior to the Effective Time, 1,818,833 issued and outstanding ordinary shares of Plutus owned by Radiant Global Ventures Limited shall be re-designated as (x) 1,818,833 issued and outstanding New Class B Shares; (y) 33,181,167 authorized but unissued ordinary shares of Plutus shall be re-designated as 33,181,167 authorized but unissued New Class B Shares; (z) 13,531,167 issued and outstanding ordinary shares of Plutus shall be re-designated as 13,531,167 issued and outstanding New Class A Shares; (xx) 251,468,833 authorized but unissued ordinary shares of Plutus shall be re-designated as 251,468,833 authorized but unissued New Class A Shares; and (yy) 3,000,000 authorized but unissued preference shares of Plutus be cancelled (the “Re-designation and Cancellation of Shares”).

Upon consummation of the Merger, the existing Choco Up shareholders and existing Plutus shareholders (the “Plutus shareholders” or “ListCo shareholders”) will own approximately 73.47% and 26.53%, respectively, of the outstanding shares of the combined company on a fully diluted and as converted basis, or 74.68% and 25.32% voting power of the combined company, respectively.

Certain existing Plutus shareholders (the “Undertaking Shareholders”), who beneficially owned in the aggregate 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of Plutus, have entered into a voting agreement (the “Voting Agreement”), agreeing to vote in favor of the Merger and other proposals as Choco Up and Plutus may agree as necessary or desirable in connection with the consummation of the Merger.

In connection with the Transactions, each of the shareholders of Choco Up as of the date of the Merger Agreement is entering into a lock-up agreement (the “Lock-Up Agreement”) with the Company pursuant to which they have agreed not to transfer the shares received in consideration of the Merger for a period of 180 days following the Closing Date. Each of the Percy’s Holding Vehicle and the Heng’s Holding Vehicle will execute a joinder to the Lock-Up Agreement, pursuant to which each of the Percy’s Holding Vehicle and the Heng’s Holding Vehicle will accede to the terms of the Lock-Up Agreement and join the Lock-Up Agreement as a party.

The completion of the Merger is subject to the satisfaction of closing conditions set forth in the Merger Agreement, including, among other things, receipt of the Company’s shareholder approval and regulatory/stock exchange approvals (if applicable). The Merger Agreement provides for a long-stop date if the Merger is not completed by December 31, 2025. The board of directors of ListCo (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement and the Transactions, including the Merger. On July 9, 2025, the Board had among others, unanimously (a) determined that the Merger Agreement and the transaction agreements contemplated by the Merger Agreement are fair to and in the best interests of ListCo and its shareholders, (b) declared it advisable to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, (c) authorized and approved the execution, delivery and performance of the Merger Agreement, the plan of merger and the Transactions and the plan of merger, including the Merger, and (d) resolved to direct that the authorization and approval of the Merger Agreement, the plan of merger, and the Transactions, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders of ListCo.

After careful consideration, the Board authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the Transactions and the plan of merger, including the Merger, (b) FOR the proposal to adopt the amended and restated memorandum and articles of association of ListCo in the form attached as Annex C to the accompanying proxy statement, effective immediately prior to the Effective Time (the “Amendment of M&A”); (c) FOR the proposal to approve the change of the company name of ListCo from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time (the “Change of Name”); (d) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time (the “Variation of Share Capital”); (e) FOR the proposal to approve the issuance of New Ordinary Shares to the shareholders of Choco Up in accordance with the Merger Consideration as stipulated in the Merger Agreement effective at the Effective Time (the “Issuance of Merger Consideration”); (f) FOR the proposal to authorize Ting Kin Cheung, a director and the CEO of the Company, to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the Transactions and plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Amendment of M&A, the Change of Name and the Variation of Share Capital, and the Issuance of Merger Consideration; and (g) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting

The accompanying proxy statement provides important information regarding the extraordinary general meeting and a detailed description of the Merger Agreement, the Merger and the other proposals described above, as well as detailed business and financial information about Choco up. You are urged to read carefully the accompanying proxy statement, the annexes included with the proxy statement and the documents incorporated by reference into the proxy statement. Please pay particular attention to and read carefully the section “Risk Factors” beginning on page 24 of the accompanying proxy statement.

Regardless of the number of PLUT Shares that you own, your vote is very important. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy card, the form of which are attached as Annex E to the accompanying proxy statement, in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by ListCo no later than 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time), which is the deadline to lodge your proxy card. The proxy card is the “instrument appointing a proxy” as referred to in ListCo’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as the chairman of the Board (who will also act as chairman of the extraordinary general meeting) has undertaken to demand poll voting at the meeting. Each holder of PLUT Shares has one vote for each PLUT Share held as of the close of business in the Cayman Islands on July 8, 2025.

The Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter will be filed with the SEC on or about July 16, 2025. Upon request by any shareholder, a physical copy of these materials will be mailed to the shareholder at no charge.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your PLUT Shares in person. Please note, however, that if your PLUT Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must also provide evidence of your beneficial ownership as of the record date.

If you have any questions or need assistance voting your PLUT Shares, or would like to request a physical copy of the Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter, please contact the Company’s Investor Relations Department at +852 2968 1192 or by email at ir@plutusfingroup.com,

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated July 16, 2025 and is being filed with the SEC on or about July 16, 2025.

PLUTUS FINANCIAL GROUP LIMITED

8/F, 80 Gloucester Road

Wan Chai, Hong Kong S.A.R.

Tel: +852 2968 1192

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON August 8, 2025

Notice is hereby given that Plutus Financial Group Limited (“Plutus,” “ListCo,” “PLUT” or the “Company”) will hold an extraordinary general meeting of shareholders on August 8, 2025 at 9 a.m. (Hong Kong time), or August 7, 2025 at 9 p.m. (New York time) at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong People’s Republic of China, and for any adjournment or postponement thereof.

Only registered holders of ordinary shares, par value US$0.0001 per share, of the Company (the “PLUT Shares”), at the close of business on July 8, 2025 (New York time) (the “Record Date”) or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the meeting, you will be asked to consider and vote upon the following resolutions:

as special resolutions:

THAT the agreement and plan of merger, dated as of July 9, 2025 (the “Merger Agreement”), by and among the Company, Coders Merger Sub Limited (“Merger Sub”, following its incorporation and execution of a joinder to the Merger Agreement) and Choco Up Group Holdings Limited (“Choco Up”), the plan of merger (the “plan of merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such plan of merger being substantially in the form attached as Annex A to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger (the “Merger”) of Merger Sub with and into Choco Up, with Choco Up surviving as a wholly owned subsidiary of the Company (the “Surviving Entity”), and any and all transactions contemplated by the Merger Agreement and the plan of merger, be authorized and approved;

THAT the memorandum and articles of association of the Company be amended and restated and replaced in its entirety by the amended and restated memorandum and articles of association of the Company in the form attached as Annex C to the accompanying proxy statement with effective immediately prior to the effective time (the “Effective Time”) of the Merger (the “Amendment of M&A”);

THAT the name of the Company be changed from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time (the “Change of Name”);

THAT

THAT the issuance of New Ordinary Shares to the shareholders of Choco Up in accordance with the Merger Consideration as stipulated in the Merger Agreement effective at the Effective Time (the “Issuance of Merger Consideration”) be approved;

as an ordinary resolution:

THAT Ting Kin Cheung, a director and the CEO of the Company, be authorized to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Amendment of M&A, the Change of Name, the Variation of Share Capital and the Issuance of Merger Consideration.

if necessary, as an ordinary resolution:

THAT the chairman of the extraordinary general meeting be instructed to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

After careful consideration, the board of directors of the Company (the “Board”) authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to adopt the amended and restated memorandum and articles of association of the Company in the form attached as Annex C to the accompanying proxy statement, effective immediately prior to the Effective Time; (c) FOR the proposal to approve the change of the corporate name of the Company from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time; (d) FOR the proposal to approve the variation of the authorized share capital of the Company effective immediately prior to the Effective Time; (e) FOR the proposal to approve the issuance of New Ordinary Shares to the shareholders of Choco Up in accordance with the Merger Consideration as stipulated in the Merger Agreement effective at the Effective Time; (f) FOR the proposal to authorize Ting Kin Cheung, a director and the CEO of the Company, to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Amendment of M&A, the Change of Name and the Variation of Share Capital, and the Issuance of Merger Consideration; and (g) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

In order for the Merger to be consummated, the Merger Agreement, the plan of merger and the transactions contemplated under the Merger Agreement and the plan of merger, including the Merger must be authorized and approved by a special resolution of the Company passed by a majority of not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

As of the date of this proxy statement, the Undertaking Shareholders beneficially owned in the aggregate 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of the Company. Pursuant to the terms of a voting agreement dated July 9, 2025, by and among the Undertaking Shareholders, the Company and Choco Up (the “Voting Agreement”), these PLUT Shares will be voted in favor of the authorization and approval of the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger.

Regardless of the number of PLUT Shares that you own, your vote is very important. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy card in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by the Company no later than 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time), which is the deadline to lodge your proxy card. The proxy card is the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as the Chairman of the Board of the Company has undertaken to demand poll voting at the meeting. Each holder of PLUT Share has one vote for each PLUT Share held as of the close of business in the Cayman Islands on July 8, 2025.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your PLUT Shares in person. Please note, however, that if your PLUT Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must also provide evidence of your beneficial ownership as of the record date.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, dealer, commercial bank, trust company or other nominee, your vote will not be counted.

If you receive more than one proxy card because you own PLUT Shares that are registered in different names, please vote all of your PLUT Shares shown on each of your proxy cards in accordance with the instructions set forth on each such proxy card.

PLEASE DO NOT SEND YOUR PLUT SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

The Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger are described in the accompanying proxy statement. Copies of the Merger Agreement and the plan of merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

1. Where there are joint holders of any PLUT Share, any one of such joint holders may vote, either in person or by proxy, in respect of such PLUT Share as if he or she were solely entitled thereto, but if more than one of such joint holders are present at any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. The instrument appointing a proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney or person duly authorized.

3. A proxy need not be a member (registered shareholder) of the Company.

4. The chairman of the extraordinary general meeting may at his or her discretion direct that a proxy card will be deemed to have been duly deposited where sent by email or telefax upon receipt of email or telefax confirmation that the signed original thereof has been sent. A proxy card that is not deposited in the manner permitted will be invalid.

5. Votes given in accordance with the terms of a proxy card will be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the PLUT Share or PLUT Shares in respect of which the proxy is given, unless notice in writing of such death, insanity, revocation or transfer is received by Plutus at Plutus’ office at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., at least four hours before the commencement of the extraordinary general meeting, or adjourned meeting at which such proxy is used.

By Order of the Board of Directors,

Hong Kong, People’s Republic of China

July 16, 2025

PROXY STATEMENT

Dated July 16, 2025

SUMMARY VOTING INSTRUCTIONS

Ensure that your PLUT Shares can be voted at the extraordinary general meeting by submitting your proxy card.

Submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your PLUT Shares can be voted at the extraordinary general meeting in accordance with your instructions. If you return your signed proxy card to us by no later than 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time), we will vote your shares as you direct. If your PLUT Shares are registered in the name of a broker, bank or other nominee – please also provide evidence of your beneficial ownership as of the record date.

If you submit your signed proxy card without indicating how you wish to vote, the PLUT Shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the PLUT Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact Plutus’ Investor Relations Department at +852 2968 1192 or by email at ir@plutusfingroup.com.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, (i) “Plutus,” “ListCo,” the “Company,” “we,” “us,” and “our” refers to, as dictated by the context, Plutus Financial Group Limited, either by itself or together with its consolidated subsidiaries and consolidated variable interest entities prior to the Merger and, following consummation of the Merger, together with Plutus (as defined below); and (ii) “Choco Up” refers to Choco Up Group Holdings Limited, which, following consummation of the Merger, will be a wholly owned subsidiary of Plutus.

In addition, the following terms are commonly used throughout this proxy statement and have the meaning set forth below:

“Audit Committee” means the audit committee of the board of directors of Plutus.

“Board” means the board of directors of Plutus.

“Closing” means the closing of the Merger.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means United States generally accepted accounting principles.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“IRS” means the U.S. Internal Revenue Service.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New Class A Share” means each Class A ordinary share, par value US$0.0001 per share, of Plutus, with the rights and privileges as set forth in the Amendment of M&A.

“New Class B Share” means each Class B ordinary share, par value US$0.0001 per share, of Plutus, with the rights and privileges as set forth in the Amendment of M&A.

“PCAOB” means the Public Company Accounting Oversight Board.

“PLUT Shares” shall mean, prior to the adoption of the Amendment of M&A, the shares of Plutus (with the rights and privileges set forth in the Memorandum and Articles of Association of Plutus adopted pursuant to a special resolution passed on January 12, 2022).

“Plutus Securities” means the Company’s indirect operating subsidiary, Plutus Securities Limited, a Hong Kong company that holds a license to carry out Type 1 (dealing in securities) regulated activities from the Securities and Futures Commission of Hong Kong and is an exchange participant of The Stock Exchange of Hong Kong Limited and provides securities brokerage, margin financing and underwriting and placing services.

“Plutus Asset Management” means the Company’s indirect operating subsidiary, Plutus Asset Management Limited, a Hong Kong company that holds a license to carry out Type 4 (advising on securities) regulated activities and Type 9 (asset management) regulated activities from the Securities and Futures Commission of Hong Kong and provides investment advisory and asset management services.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933.

“SFC” means the Securities and Futures Commission of Hong Kong.

“SFO” means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);

“US$,” “USD,” “U.S. dollars,” “$,” or “dollars” means the legal currency of the United States.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

SUMMARY TERM SHEET

This summary, together with the questions and answers section that follows, highlights information included elsewhere in this proxy statement. This summary does not contain all of the information you should consider before voting on the proposals presented in this proxy statement. You should read the entire proxy statement carefully, including the annexes attached hereto. For your convenience, we have included cross references to direct you to a more complete description of the topics described in this summary.

The Companies (See Page 33)

Plutus Financial Group Limited

ListCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ListCo’s principal executive office is located at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., People’s Republic of China. ListCo’s telephone number at this address is +852 2968 1192. ListCo’s registered office in the Cayman Islands is Quality Corporate Services Ltd., Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006 Cayman Islands.

ListCo is a renowned service provider in financial services. ListCo provides financial services through its primary Hong Kong operating subsidiaries, Plutus Securities and Plutus Asset Management. Plutus Securities is licensed with the SFC to carry out Type 1 (dealing in securities) regulated activities and mainly offers (i) securities dealings and brokerage services; (ii) margin financing services; and (iii) underwriting and placing services and is also an exchange participant of the HKEx. Plutus Asset Management is licensed with the SFC to carry out Type 4 (advising on securities) and Type 9 (asset management) regulated activities in Hong Kong and mainly offers (i) asset management services and (ii) investment advisory services to our customers.

Corporate History and Structure of ListCo

ListCo is a holding company incorporated under the laws of the Cayman Islands on January 12, 2022. The Company’s beneficial shareholders are Zhisheng Zhao and Ting Kin Cheung, who hold their ownership through two British Virgin Islands holding companies. The Company’s direct subsidiaries are: (i) Plutus Investment Holdings Group Limited, a British Virgin Islands company; (ii) Plutus Investment Holdings International Limited, a British Virgin Islands company; and (iii) Plutus Financial Holdings Limited, a British Virgin Islands company. Plutus Investment Holdings Group Limited and Plutus Investment Holdings International Limited are holding companies incorporated on February 8, 2022. Plutus Financial Holdings Limited is a holding company incorporated on February 11, 2019.

ListCo operates its business through its indirect operating subsidiaries in Hong Kong. Below is a list of our material operating subsidiaries:

Coders Merger Sub Limited

Coders Merger Sub Limited (“Merger Sub”) will be incorporated as an exempted company with limited liability under the laws of the Cayman Islands and will be directly and wholly-owned by ListCo. Merger Sub will be formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement (as defined below), including the Merger (as defined below).

Choco Up Group Holdings Limited

Choco Up is an exempted company with limited liability incorporated under the laws of the Cayman Islands. Choco Up’s principal executive office is located at 23/F, Chinachem Leighton Plaza, No.29 Leighton Road, Causeway Bay, Hong Kong S.A.R. and its telephone number at this address is +852 3705 1379. Choco Up’s registered office in the Cayman Islands is located at the offices of WB Corporate Services (Cayman) Ltd, of P.O. Box 2775, 71 Fort Street, 3rd Floor, George Town, Grand Cayman, KY1-1111, Cayman Islands.

Headquartered in Singapore, Choco Up is a leading growth and fintech platform specializing in growth capital financing in Asia Pacific. Choco Up offers easy-to-access, non-dilutive and flexible financing options for businesses at different phases, covering startups, growth-phase, established and public companies. It addresses its customers’ funding needs through a suite of tailored financing solutions enabled by its market insights and data-driven platform.

For a more detailed description of Choco Up’s history, development, business and organizational structure, see “Information about Choco Up” beginning on page 54.

The Merger

You are being asked to vote to authorize and approve an agreement and plan of merger, dated as of July 9, 2025 (the “Merger Agreement”), by and among Plutus, Merger Sub (following its incorporation and execution of a joinder to the Merger Agreement) and Choco Up, pursuant to which Merger Sub will merge with and into Choco Up, with Choco Up surviving as the surviving entity and becoming a wholly-owned subsidiary of Plutus upon completion of the Merger (the “Surviving Entity”). In consideration of the Merger, shareholders of Choco Up will exchange all of the issued and outstanding shares of Choco Up immediately prior to the Merger for newly issued New Class A Shares or New Class B Shares.

Immediately before consummation of the Merger, Plutus will change its name to “Choco Up International Holdings Limited” and adopt the amended and restated memorandum and articles of association in the form attached as Annex C to this proxy statement. Upon consummation of the Merger, the existing Choco Up shareholders and existing Plutus shareholders will own approximately 73.47% and 26.53%, respectively, of the outstanding shares of the combined company on a fully diluted and as converted basis, or 74.68% and 25.32% voting power of the combined company, respectively. Copies of the Merger Agreement and the plan of merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the Merger Agreement and the plan of merger in their entirety because they, and not this proxy statement, are the principal legal documents that govern the Merger.

Merger Consideration (See Page 33)

The Merger values Plutus at an equity value at US$30,700,000 (the “Plutus Equity Value”) on a fully-diluted basis, and values Choco Up at an equity value at US$85,000,000 on a fully-diluted basis (the “Choco Up Equity Value”).

At the Effective Time, each share of Choco Up (“Choco Up Shares”) issued and outstanding immediately prior to the Effective Time will be surrendered and cancelled in exchange for the right to receive (x) in the case of (A) 2,800,000 Choco Up Shares to be held by Percy’s Holding Vehicle and (B) 2,656,500 Choco Up Shares to be held by Heng’s Holding Vehicle, a number of validly issued, fully paid and non-assessable New Class B Shares, and (y) in all other cases, a number of validly issued, fully paid and non-assessable New Class A Shares, in each case, equal to (a) the Choco Up per share value (which is in turn calculated by (i) the Choco Up Equity Value divided by (ii) the number of ordinary shares of Choco Up that are outstanding immediately prior to the Effective Time), divided by (b) the PLUT per share value (which is in turn calculated by (i) the Plutus Equity Value, divided by (ii) the number of all ordinary shares of Plutus (“PLUT Shares”) that are outstanding immediately prior to the Effective Time on a fully-diluted basis (such New Class B Shares and New Class A Shares, as applicable, the “Per Share Merger Consideration”, and the aggregate number of Per Share Merger Consideration to be issued and paid by ListCo, the “Merger Consideration”), except for (x) all ordinary shares of Choco Up that are owned by Choco Up, Merger Sub or any subsidiary of Choco Up immediately prior to the Effective Time which shall automatically be canceled and shall cease to exist, and (y) ordinary shares of Choco Up issued and outstanding immediately prior to the Effective Time held by holders who have validly exercised, or have not otherwise lost, their dissenters’ rights for such ordinary shares of Choco Up in accordance with Section 238 of the Cayman Islands Companies Act (such ordinary shares of Choco Up being referred to collectively as the “Dissenting Shares”, and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) which shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration, but instead shall be entitled only to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Act. Upon the Effective Time, all Choco Up Shares will be exchange for 37,043,500 of New Class A Shares and 5,456,500 New Class B Shares.

The PLUT Shares are listed on Nasdaq under the symbol “PLUT.” On July 8, 2025, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing price per ordinary share was US$2.35. On July 15, 2025, the last practicable date prior to the date of the proxy statement, the closing price per ordinary share was US$3.09.

Record Date and Quorum (See Page 31)

You are entitled to attend and vote at the extraordinary general meeting if you have PLUT Shares registered in your name in ListCo’s register of members at the close of business in the Cayman Islands on July 8, 2025, the PLUT Share record date for voting at the extraordinary general meeting. Each outstanding PLUT Share on the PLUT Share record date entitles the holder to one vote on each matter submitted to the shareholders for authorization and approval at the extraordinary general meeting and any adjournment thereof. We expect that, as of the PLUT Share record date, there will be 15,350,000 PLUT Shares issued and outstanding and entitled to vote at the extraordinary general meeting. If you have PLUT Shares registered in your name on the PLUT Share record date, the deadline for you to lodge your proxy card and vote is 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time). See “Procedures for Voting” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement (See Page 31)

In order for the Merger to be consummated, the Merger Agreement, the plan of merger and the Transactions, including the Merger, must be authorized and approved by a special resolution of ListCo passed by a majority of not less than two-thirds of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Based on the number of PLUT Shares we expect to be issued and outstanding and entitled to vote on the PLUT Share record date, and assuming that all shareholders will be present and vote in person or by proxy at the extraordinary general meeting, approximately 10,233,334 votes of Plutus Shareholders would need to be voted in favor of the proposal to authorize and approve the Merger Agreement, the plan of merger and the Transactions, including the Merger, in order for the proposal to be authorized and approved by a special resolution.

As of the date of this proxy statement, the Undertaking Shareholders beneficially owned in the aggregate 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of the Company. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 65 for additional information. Pursuant to the terms of the Voting Agreement (as defined below), these Shares will be voted in favor of the authorization and approval of the Merger Agreement, the plan of merger and the Transactions, including the Merger, at the extraordinary general meeting of ListCo.

Procedures for Voting (See Page 32)

Before voting your PLUT Shares, we encourage you to read this proxy statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the Merger will affect you. To ensure that your PLUT Shares can be voted at the extraordinary general meeting even in the event that you are unable to attend, please complete the enclosed proxy card in accordance with the instructions set forth on the proxy card as soon as possible. The deadline for you to lodge your proxy card is 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time).

Purposes and Effects of the Merger (See Page 34)

The purpose of the Merger is to enable ListCo to acquire 100% control of Choco Up in a transaction in which the holders of securities of Choco Up will receive New Ordinary Shares.

The ordinary shares of the Company are currently listed on Nasdaq under the symbol “PLUT.” It is expected that, following the consummation of the Merger, ListCo will maintain its listing on Nasdaq under a a new symbol “CHOC.”

Recommendations of the Board (See Page 31)

The Board of ListCo reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. On July 9, 2025, the Board unanimously (a) determined that the Merger Agreement and the transaction agreements contemplated by the Merger Agreement are fair to and in the best interests of ListCo and its shareholders, (b) declared it advisable to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, (c) authorized and approved the execution, delivery and performance of the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, and (d) resolved to direct that the authorization and approval of the Merger Agreement, the plan of merger, and the transactions contemplated under the Merger Agreement, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders of ListCo.

After careful consideration, the Board authorized and approved the Merger Agreement and the plan of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to adopt the amended and restated memorandum and articles of association of ListCo in the form attached as Annex C to the accompanying proxy statement, effective immediately prior to the Effective Time (the “Amendment of M&A”); (c) FOR the proposal to approve the change of the corporate name of ListCo from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time (the “Change of Name”); (d) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time (the “Variation of Share Capital”); (e) FOR the proposal to approve the issuance of New Ordinary Shares to the shareholders of Choco Up in accordance with the Merger Consideration as stipulated in the Merger Agreement at the Effective Time (the “Issuance of Merger Consideration”); (f) FOR the proposal to authorize Ting Kin Cheung, a director and the CEO of the Company, to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Amendment of M&A, the Change of Name and the Variation of Share Capital and the Issuance of Merger Consideration; and (g) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Ownership of ListCo ordinary shares After the Merger

Upon completion of the Transactions, the existing Choco Up shareholders and existing Plutus shareholders will own approximately 73.47% and 26.53%, respectively, of the outstanding shares of the combined company on a fully diluted and as converted basis, or 74.68% and 25.32% voting power of the combined company, respectively. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 65 for additional information.

Interests of the Company’s Directors and Executive Officers in the Merger (See Page 34)

In considering the recommendations of the Board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of ListCo have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Merger and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

Closing Conditions to the Merger (See Page 13)

Conditions to Obligations of Each Party’s Obligations

The respective obligations of each of Plutus, Merger Sub and Choco Up to effect the Merger and the other transactions contemplated under the Merger Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing:

Additional Conditions to Obligations of Choco Up

In addition, the obligations of Choco Up to consummate and effect the Merger and the other transactions contemplated under the Merger Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing, any of which may be waived, in writing, exclusively by Choco Up:

Additional Conditions to the Obligations of Plutus and Merger Sub

In addition, the obligations of Plutus and Merger Sub to consummate and effect the Merger and the other transactions contemplated under the Merger Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing, any of which may be waived, in writing, exclusively by Plutus:

No Solicitation (See Page 42)

During the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement pursuant to its terms and the Closing, Choco Up shall not, and shall cause its affiliates not to, and shall direct its and its affiliates’ respective employees, agents, officers, directors, managers, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly, other than as contemplated under the Merger Agreement: (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than the parties hereto and their respective Representatives) concerning any merger, consolidation, sale of any material portion of the ownership interests and/or assets of any of the Choco Up Group Companies, recapitalization of any of the Choco Up Group Companies or similar transaction involving any of the Choco Up Group Companies (each, a “Choco Up Business Combination”); (ii) enter into any contract regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Choco Up Business Combination; or (iii) commence, continue, renew or respond to any due diligence investigation regarding a Choco Up Business Combination. Choco Up shall, and shall cause its affiliates to, and shall cause its and its affiliates’ respective Representatives to, immediately cease any and all existing discussions, negotiations or other engagement with any person with respect to any Choco Up Business Combination.

During the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement pursuant to its terms and the Closing, Plutus and Merger Sub shall not, and shall cause their respective affiliates not to, and shall direct each of Plutus and Merger Sub’s and their affiliates’ respective Representatives not to, directly or indirectly, other than as contemplated by the Merger Agreement: (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than the parties to the Merger Agreement and their respective Representatives) concerning any merger, consolidation, sale of ownership interests or assets of the Plutus Group Companies, recapitalization of the any Plutus Group Company or similar transaction involving any Plutus Group Company (each, an “Plutus Business Combination”); (ii) enter into any contract regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Plutus Business Combination; or (iii) commence, continue, renew or respond to any due diligence investigation regarding a Plutus Business Combination. Plutus and Merger Sub shall, and shall cause their affiliates to, and shall cause each of Plutus and Merger Sub’s and their affiliates’ respective Representatives to, immediately cease any and all existing discussions, negotiations or other engagement with any person with respect to any Plutus Business Combination.

Termination of Merger Agreement (See Page 14)

The Merger Agreement may be terminated at any time prior to the Closing:

In the event of the termination of the Merger Agreement as provided above, the Merger Agreement shall be of no further force or effect and the transactions contemplated under the Merger Agreement shall be abandoned, except for and subject to the following: (i) the Merger Agreement’s provisions regarding confidentiality, communications plan, access to information, notice of termination, effect of termination, termination fees and certain general provisions shall survive the termination of the Merger Agreement; and (ii) nothing in the Merger Agreement shall relieve any party from liability for any intentional breach of the Merger Agreement or fraud.

Voting Agreement (See Page 47)

Concurrent with the execution of the Merger Agreement, the Undertaking Shareholders who collectively hold 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of the Company as of the date of this proxy statement, have entered into the Voting Agreement, agreeing to vote or cause to be voted all securities of Plutus he, she or it beneficially owns (the “Voting Shares”) in favor of the Plutus Shareholder Matters and any proposal to adjourn or postpone such meeting of shareholders of PLUT to a later date if there are not sufficient votes to approve Transactions (including the Merger).

The Undertaking Shareholders also agree to vote or cause to be voted the Voting Shares against (A) any proposal or offer from any person (other than Choco Up or any of its affiliates) concerning a Plutus Business Combination; (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Plutus under the Merger Agreement; and (C) except as contemplated by the Voting Agreement and the other transaction agreements contemplated by the Merger Agreement, any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions (including the Merger) or the fulfillment of Plutus’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Plutus (including any amendments to its governing documents), including, without limitation, any action that would require the consent of Choco Up pursuant to the Merger Agreement, except if approved in writing by Choco Up.

The terms of the Voting Agreement are described in more detail under the section entitled “Voting Agreement” beginning on page 47.

Anticipated Accounting Treatment (See Page 34)

The Business Combination will be accounted for as a reverse acquisition (reverse merger) in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes.

Risk Factors (See Page 24)

You should carefully read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and carefully consider the factors discussed in “Risk Factors” in connection with your consideration of the Merger before deciding whether to vote for approval of the proposals contained herein. Below please find a summary of the principal risks that may be relevant, including related to the Merger, business and industry of ListCo, ownership of the PLUT shares, organized under relevant headings. These risks are discussed more fully in “Risk Factors.”

Risks Related to Choco Up’s Business and Industry

Risks Related to the Merger

Risks Related to the Ownership of the New Ordinary Shares

FINANCIAL INFORMATION

Certain Financial Information about Plutus

The audited consolidated financial statements of Plutus for the fiscal year ended December 31, 2023 and 2024 are contained in its Annual Report on Form 20-F for the year ended December 31, 2024 and the unaudited consolidated financial statements of Plutus contained in its Current Report on Form 6-K for the three months ended March 31, 2025 are incorporated by reference into this proxy statement.

Certain Unaudited Financial Information about Choco Up

Headquartered in Singapore, Choco Up is a leading growth and fintech platform specializing in growth capital financing in Asia Pacific. Choco Up offers easy-to-access, non-dilutive and flexible financing options for businesses at different phases, covering startups, growth-phase, established and public companies. It addresses its customers’ funding needs through a suite of tailored financing solutions enabled by its market insights and data-driven platform.

Choco Up operates as a revenue-based financing provider, offering a range of businesses, including commerce and digital service providers upfront capital in exchange for a fixed percentage of sharing of their future receivables. Choco Up purchases a predetermined amount of the custome’s future receivables. In return, the customer disburses a specified fixed percentage of their cash inflow on a regular basis (e.g. weekly or monthly) to Choco Up, which includes the repayment of the purchase price and the service fees charged by Choco Up. The service fee rate is determined on a case-by-case basis, taking into account factors including, but not limited to, geographic market, funding amount, repayment period, amount of future receivables, as well as customer’s business sector, stage of business, risk profile and track record. This model allows customers to access immediate funding without traditional debt obligations, while Choco Up generates revenue through the difference between the purchase price and the total receivables collected.

Choco Up’s expenses mainly consist of compensation and benefits paid to its employees, advertising and marketing expenses, legal and professional fees, as well as finance expenses. The finance expense represents the interest costs for funds that Choco Up borrows from its funders.

The following sets forth selected unaudited consolidated financial data of Choco Up for the fiscal years ended December 31, 2023 and 2024. The selected unaudited consolidated financial data described below has been prepared based on Choco Up’s management accounts in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB), and the selected financial data (a) is preliminary in nature, (b) is not a comprehensive statement of Choco Up’s financial results for the relevant periods, and (c) has not been audited, reviewed or compiled and no procedure has been performed with respect thereto, and may be subject to further adjustments. Please refer to “Risk Factors” included elsewhere in this proxy statement for information regarding trends and other factors that may affect Choco Up’s results of operations.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting. These questions and answers may not address all questions that may be important to you as a holder of PLUT Shares. Please also refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Why am I receiving this proxy statement?

You are receiving this proxy statement and proxy card because you owned PLUT shares prior to the close of business in the Cayman Islands on July 8, 2025, the PLUT Share record date. This proxy statement and proxy card relate to our extraordinary general meeting (and any adjournment thereof) and describe the matters on which we would like you, as a shareholder, to vote.

We are seeking the approval of our shareholders of the proposal to authorize and approve the Merger Agreement, the plan of merger and the Transactions, including the Merger, at an extraordinary general meeting or at any adjournment of such extraordinary general meeting. This proxy statement summarizes certain information you need to know to vote at the extraordinary general meeting. All shareholders are cordially invited to attend the extraordinary general meeting in person. However, you do not need to attend the extraordinary general meeting to vote your PLUT Shares. Instead, you may simply complete, sign, date and return the enclosed proxy card.

When and where will the extraordinary general meeting be held?

The extraordinary general meeting will be held on August 8, 2025 at 9 a.m. (Hong Kong time), or August 7, 2025 at 9 p.m. (New York time) at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., and for any adjournment or postponement thereof.

What will I be asked to vote upon at the extraordinary general meeting?

At the extraordinary general meeting, you will be asked to vote upon the following:

What is the Merger Proposal?

The proposal to approve the Merger Agreement, the plan of merger and the Transactions, including the Merger. Pursuant to the Merger Agreement, the shareholders of Choco Up will exchange all of the issued and outstanding share capital of Choco Up for newly issued shares of Plutus on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933. Upon consummation of the Merger, Choco Up will become a wholly-owned subsidiary of Plutus.

What will happen if the Merger Proposal is approved by ListCo’s shareholders?

After the Merger Proposal is approved by the ListCo’s shareholders and the satisfaction or waiver of all conditions precedent to closing set forth in the Merger Agreement, the Merger will be effected and Choco Up will become a wholly owned subsidiary of the ListCo, with former shareholders of Choco Up owning a majority of ListCo’s shares.

What is the Amendment of the Memorandum and Articles of Association Proposal?

The proposal to adopt the amended and restated memorandum and articles of association of ListCo in the form attached as Annex C to this proxy statement, effective immediately prior to the Effective Time.

What is the Name Change Proposal?

The proposal to authorize and approve the change of the corporate name of ListCo from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time.

What is the Variation of Share Capital Proposal?

Immediately prior to the Effective Time, the authorized share capital of the Company be varied as follows:

What is the Issuance of Merger Consideration Proposal?

At the Effective Time, the ListCo to issue the New Ordinary Shares to the shareholders of Choco Up in accordance with the Merger Consideration as stipulated in the Merger Agreement.

What is the General Authorization Proposal?

The proposal to authorize Ting Kin Cheung, a director and the CEO of the Company, to do all things necessary to give effect to the Merger Agreement, the plan of merger and the Transactions, including the Merger, and in connection with the Name Change Proposal, Amendment of Memorandum and Articles of Association Proposal, Variation of Share Capital Proposal and Issuance of Merger Consideration Proposal.

What is the Adjournment Proposal?

The proposal to permit ListCo to adjourn the extraordinary general meeting in order to allow ListCo to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolution to be proposed at the extraordinary general meeting.

What will happen if the Adjournment Proposal is approved by ListCo’s shareholders?

If there are insufficient proxies received at the time of the extraordinary general meeting to approve the Merger Proposal, the Amendment of Memorandum and Articles of Association Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Issuance of Merger Consideration Proposal, the General Authorization Proposal and the Adjournment Proposal is approved at the extraordinary general meeting, we will be able to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies to pass the resolution to be proposed at the extraordinary general meeting. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment of the extraordinary general meeting, you may do so.

How does the board of directors of Plutus recommend that I vote on the proposals?

After careful consideration, the Board of Plutus recommends that you vote:

FOR the Merger Proposal;

FOR the Amendment of Memorandum and Articles of Association Proposal;

FOR the Name Change Proposal;

FOR the Variation of Share Capital Proposal;

FOR the Issuance of Merger Consideration Proposal;

FOR the General Authorization Proposal; and

FOR the Adjournment Proposal.

When do you expect the Merger to be completed?

We are working toward completing the Merger as quickly as possible and currently expect the Merger to close by December 31, 2025. In order to complete the Merger, we must obtain shareholder approval of the Merger at the extraordinary general meeting and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the Merger Agreement.

What happens if the Merger is not completed?

If ListCo’s shareholders do not authorize and approve the Merger Agreement, the plan of merger and the Transactions, including the Merger, or if the Merger is not completed for any other reason, ListCo will remain listed on Nasdaq.

Am I entitled to appraisal or dissenters’ rights in connection with the Merger Proposal?

No appraisal or dissenters’ rights are available to ListCo’s shareholders under the Companies Act of the Cayman Islands or ListCo’s memorandum and articles of association in connection with the types of actions contemplated under the Merger Proposal. As a result, holders of PLUT Shares will not have the right to seek appraisal and payment of the fair value of the PLUT Shares.

Do any of ListCo’s directors or executive officers have interests in the Merger that may differ from those of other shareholders?

Yes. Some of ListCo’s directors or executive officers have interests in the Merger that may differ from those of other shareholders. See “Proposal I: The Merger Proposal — Interests of ListCo Directors and Executive Officers in the Merger” beginning on page 34 for a more detailed discussion of how some of ListCo’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of ListCo’s shareholders generally.

Who can vote at the extraordinary general meeting of shareholders of ListCo? What constitutes a quorum?

Holders of record of PLUT Shares at the close of business in the Cayman Islands on July 8, 2025, which we refer to as the “record date,” are entitled to notice of and to vote at the extraordinary general meeting. Holders of record of PLUT Shares on the record date are entitled to one vote per share at the extraordinary general meeting on (i) the Merger Proposal; (ii) the Amendment of Memorandum and Articles of Association Proposal; (iii) the Name Change Proposal; (iv) the Variation of Share Capital Proposal; (v) the Issuance of Merger Consideration Proposal, (vi) General Authorization Proposal; and (vii) the Adjournment Proposal. Voting at the extraordinary general meeting will take place by poll voting, as the chairperson of the meeting will demand poll voting at the meeting.

The presence, in person, by proxy or by corporate representative, of two shareholders entitled to vote and present in person or by proxy, or if the shareholder is a legal entity, by its duly authorized representative, shall constitute a quorum for the extraordinary general meeting. PLUT Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting.

What vote is required to approve each of the proposals?

The approval of the Merger Proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Amendment of Memorandum and Articles of Association Proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Name Change Proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Variation of Share Capital Proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Issuance of Merger Consideration proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the General Authorization Proposal requires a simple majority of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Adjournment Proposal requires a simple majority of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

How do I vote or change my vote?

Voting of PLUT Shares

If you own PLUT Shares, you may vote by proxy or in person at the extraordinary general meeting.

Voting in Person—If you hold PLUT Shares in your name as a shareholder of record and plan to attend the extraordinary general meeting and wish to vote in person, please bring proof of identification with you to the extraordinary general meeting. Even if you plan to attend the extraordinary general meeting, we strongly encourage you to submit a proxy for your PLUT Shares in advance as described below, so your vote will be counted if you later decide not to attend. If your Shares are held in “street name,” which means your PLUT Shares are held of record by a broker, bank or other nominee, and you wish to vote at the extraordinary general meeting, you must bring to the extraordinary general meeting evidence of your beneficial ownership as of the record date.

Voting by Proxy—If you hold PLUT Shares in your name as a shareholder of record, then you will receive the notice for the extraordinary general meeting and a proxy card from us. You may submit a proxy for your PLUT Shares on the Internet or by mail without attending the extraordinary general meeting by completing, signing, dating and returning the proxy card to ListCo at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., Attention: Investor Relations, no later than August 6, 2025 at 9 a.m. (Hong Kong time), or August 5, 2025 at 9 p.m. (New York time). If you hold PLUT Shares in “street name” through a broker, bank or other nominee, then you must also provide evidence of your beneficial ownership as of the record date together with you proxy. All PLUT Shares represented by properly executed proxies received in time for the extraordinary general meeting will be voted in the manner specified by the shareholders giving those proxies. Properly executed proxies that do not contain specific voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Amendment of Memorandum and Articles of Association Proposal, the Change of Name, “FOR” the Variation of Share Capital Proposal, “FOR” the Issuance of Merger Consideration Proposal, “FOR” the General Authorization Proposal, and “FOR” the Adjournment Proposal.

Revocation of Proxy—Submitting a proxy on the enclosed form does not preclude a shareholder from voting in person at the extraordinary general meeting. If you hold your PLUT Shares in your name as shareholder of record, you may revoke a proxy at any time at least four (4) hours prior to the commencement of the extraordinary general meeting by written notice of revocation or by subsequently submitting a duly executed proxy with a later date to ListCo’s Investor Relations Department, at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., on or before August 6, 2025 at 9 a.m. (Hong Kong time), or August 5, 2025 at 9 p.m. (New York time), or by attending the extraordinary general meeting and voting in person. A shareholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the shareholder’s previous proxy. Attendance at the extraordinary general meeting without voting will not by itself revoke a proxy.

How are proxies solicited and what is the cost of soliciting proxies?

This proxy solicitation is being made and paid for by ListCo on behalf of the Board. ListCo will bear the costs of holding the extraordinary general meeting and the cost of soliciting proxies, including costs of printing and mailing the proxy card. ListCo’s directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple proxy or voting instruction cards. For example, if you hold your PLUT Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold PLUT Shares. If you are a holder of record and your PLUT Shares are registered in more than one name, you will receive more than one proxy card. Please submit each proxy card that you receive.

What do I need to do now?

We urge you to read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affect you as a shareholder. After you have done so, please vote as soon as possible.

Who can help answer my other questions?

If you have more questions about the Merger Proposal, the Amendment of Memorandum and Articles of Association Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Issuance of Merger Consideration Proposal, the General Authorization Proposal, or the Adjournment Proposal, need assistance in submitting your proxy or voting your PLUT Shares, or need additional copies of the proxy card, you should contact ListCo’s Investor Relations Department at +852 2968 1192 or by email at ir@plutusfingroup.com.

COMPARATIVE PER PLUT SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Information

Plutus listed its ordinary shares on Nasdaq under the symbol “PLUT” on February 5, 2025. On July 8, 2025, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing price per Ordinary Share was US$2.35. On July 15, 2025, the last practicable date prior to the date of the proxy statement, the closing price per Ordinary Share was US$3.09. The market price of the Ordinary Share is subject to fluctuation. You are encouraged to obtain current market quotations for the Ordinary Share in connection with your voting.

Choco Up is and will be a privately held company before the Closing and its securities do not trade on any exchange.

Dividend Policy

Plutus has not made any dividend or distribution to its shareholders. Plutus does not have any present plan to pay any cash dividends on the PLUT Shares in the foreseeable future.

Choco Up intends to retain any future earnings to finance the operation and expansion of its business, and it does not expect to declare or pay any dividends in the foreseeable future.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, related to Plutus, Choco Up and the Merger. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These statements involve known and unknown risks, uncertainties and other factors which may cause Plutus’ or Choco Up’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements.

Forward-looking statements contained in this proxy statement are based on current expectations and beliefs concerning the future developments and events and are subject to risks and uncertainties. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, include, among other things:

Forward-looking statements represent our estimates and assumptions only as of the date of this proxy statement. You should not rely upon forward-looking statements as predictions of future events. You should read this proxy statement and the documents that we reference and file as exhibits to this proxy statement completely and with the understanding that our actual future results may be materially different from what we expect, and the Closing may not occur. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

RISK FACTORS

You should carefully consider the risks described below, and all of the other information contained in or incorporated by reference into this proxy statement including the matters and risk factors discussed in ListCo’s Annual Report on Form 20-F for the year ended December 31, 2024 and as further updated from time to time by ListCo’s subsequent filings with the SEC, which are incorporated by reference into this proxy statement. Any of these risks could have a material and adverse effect on ListCo’s business, financial condition and results of operations. In any such case, the market price of the ordinary shares could decline, and you may lose all or part of your investment. You should read the section entitled “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this proxy statement.

Risks Related to Choco Up’s Business and Industry

Choco Up’s business lines are unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in the jurisdictions where it operates that may impact its ability to operate and provide the flexible funding solutions.

Choco Up is subject to material legal and regulatory requirements, operational, reputational, tax, political uncertainty and social, environmental and economic conditions in numerous jurisdictions where it operates, over which it has little control and which are inherently unpredictable. Choco Up operates its business primarily in Singapore, Hong Kong, Australia and Malaysia. Choco Up’s operations in these jurisdictions create risks relating to conforming its revenue-based financing solutions to local licensing and other regulatory requirements; establishing, staffing and managing foreign business locations; attracting local customers; navigating foreign government taxes, regulations and permit requirements; enforceability of its contractual rights; trade restrictions, customs regulations, tariffs and price or exchange controls.

Complying with the current and evolving laws and regulations in the jurisdictions where it operates may require substantial expense, and any non-compliance may expose Choco Up to liability and penalty. In the event of non-compliance, Choco Up may have to incur significant expenses and divert substantial management time to rectify the incidents. While Choco Up believes it is not required to obtain any money-lending licenses in the key jurisdictions where it operates, including Hong Kong, Singapore and Malysia, as advised by its local counsel in these jurisdictions, and additionally, under Australian law, operating money-lending business does not require a license, therefore Choco Up is not obligated to obtain the money-lending license to conduct its business in Australia, it cannot assure you that the local regulatory authority may not take a different view. For details, please refer to “Information About Choco Up – Regulatory and Compliance.” If Choco Up fails to obtain or maintain any approvals, licenses, permits and certifications, it may be subject to fines or may be ordered to suspend or terminate its operations, which could materially and adversely affect its business and results of operations. Choco Up may also experience adverse publicity arising from non-compliance with government regulations, which would damage its reputation.

Choco Up is exposed to the credit risks of its customers and their guarantors. If Choco Up fails to effectively manage credit risk and overdue payments increase, its business, financial condition and results of operations may be materially and adversely affected.

Increase in default risks of Choco Up’s customers and their guarantors could materially and adversely affect Choco Up’s results of operations. Choco Up may not be able to effectively control the level of its overdue payments in the future. Its default risks may increase in the future due to a variety of factors, including factors beyond Choco Up’s control, such as a slowdown in economic growth, a deepening of a credit crisis or other adverse macroeconomic trends or trends that affect a customer or its industry specificity. Such factors may cause operational, financial and liquidity issues for Choco Up’s customers and their guarantors, affecting their ability to make repayments in a timely manner. If Choco Up fails to effectively manage credit risk of its customers and their guarantors and its overdue payments increase, its business, financial condition and results of operations may be materially and adversely affected.

Choco Up may need additional capital to accomplish its business objectives, pursue business opportunities and maintain and expand its business, and financing may not be available on terms acceptable to Choco Up, or at all.

Choco Up has funded its operations since inception primarily through funding from third-party lenders. Choco Up cannot be certain when or if its operations will generate sufficient cash to fully fund its ongoing operations or the growth of its business. As Choco Up intends to continue to make investments to support the growth of its business, it may require additional capital to accomplish its business objectives and pursue business opportunities, and maintain and expand its business, including developing new products and services, further enhancing its risk management capabilities, increasing its marketing expenditures to improve brand awareness and customer trust in its brand, enhancing its operating infrastructure, acquiring complementary businesses and technologies, obtaining necessary approvals, licenses or permits and pursuing international expansion. Meanwhile, due to Choco Up’s heavy reliance on funding from third-party lenders, there is significant risk that its borrowing costs could increase and it will experience immediate shortage of operational funds if there is any downturn in the market or adverse economic conditions. This heavy reliance on debt financing could significantly affect Choco Up’s mid-term and long-term sustainability, and may struggle it to maintain operations or limit its ability to achieve any strategic objectives, ultimately threatening the sustainability of its business in this competitive revenue-based financing landscape.

Due to the unpredictable nature of the capital markets and its industry, Choco Up cannot assure that it will be able to raise additional capital on terms favorable to it, or at all, if and when required, especially if it experiences disappointing operating results. If adequate capital is not available to Choco Up as required, its ability to fund its operations, take advantage of unanticipated opportunities, develop or enhance its infrastructure or respond to competitive pressures could be significantly limited, which would adversely affect its business, financial condition and results of operations. If Choco up incurs additional debt, the debt holders would have rights senior to its shareholders to make claims on its assets, and the terms of any debt could restrict its operations. In addition, a slowdown or other sustained adverse downturn in the general economy could adversely affect its business. Choco Up’s inability to obtain adequate financing or financing on terms satisfactory to it could significantly limit its ability to continue supporting the business growth and responding to business challenges.

Due to Choco Up’s reliance on third-party lenders, its business, results of operation and financial conditions of Choco Up would be vulnerable when these lenders face financial difficulties or change their lending policies.

Choco Up depends upon third-party lenders for its working capital needs, as funders to provide funding for doing its businesses, making it vulnerable to supply shortages when these lenders face financial difficulties or change their lending policies, which could in turn harm its business, results of operations and financial conditions. For example, Choco Up depends on external financing to purchase customers’ receivables, and shortage of financing will materially and adversely impact its ability to scale. Choco Up generally does not have long-term agreements with these third-party lenders. If these lenders become unwilling or unable to provide Choco Up with adequate financing and resources in a timely manner, or if their lending policies become stricter, Choco Up may not be able to find alternative sources in a timely manner at comparable costs, or at all.

Choco Up operates in a competitive industry. There is limited market awareness of revenue-based financing as an alternative to traditional financing which could hinder customer acquisition and business growth of Choco Up.

Choco Up operates mainly in the revenue-based financing industry. The market for revenue-based financing is highly competitive. There is limited market awareness of revenue-based financing as an alternative to traditional financing. Therefore, Choco Up may face competition from other companies that offer traditional financing. Many of these competitors possess deeper financial reserves and more established operational frameworks, allowing them to offer more aggressive pricing structures, extended credit terms, or additional customer incentives. This competitive pressure may pose challenges to Choco Up’s customer acquisition and retention, which could result in the loss of its existing business and adversely impact its ability to successfully market additional products and services. Limited market awareness of Choco Up’s revenue-based financing solutions could potentially lead to pricing adjustments that could impact its revenue margins and profitability.

To remain competitive, Choco Up need to maintain customer engagement and expand its monetization opportunities. Failure to achieve these objectives and to adapt in this highly competitive and rapidly evolving environment could negatively affect its business performance, financial condition, and overall operating results.

Choco Up’s success and future growth depend significantly on its marketing efforts. If Choco Up is unable to promote and maintain its brands in an effective and cost-efficient way, its business and financial results may be harmed.

Choco Up’s brand and reputation are integral to its acquisition of customers and business partners. Its marketing channels include social media, website posting, attendance of major industry events and referral by its business partners and customers. Negative publicity associated with its customers or business partners could have an adverse impact on the effectiveness of its marketing as well as its reputation and its brand, which would harm its business and its market position. Moreover, if its current marketing efforts and channels are less effective or become inaccessible to Choco Up, or if Choco Up is unable to operate such channels as effectively with fewer resources or it cannot penetrate the market with new channels, it may not be able to promote and maintain its brands and reputation to maintain or grow its customer base.

If Choco Up is unable to promote and maintain its brands in a cost-efficient manner, or maintain its reputation and continue to garner trust from its customers and business partners, Choco Up could experience a lower growth rate than it anticipated, which would harm its business, results of operations and financial condition.

Choco Up may be unable to execute its growth strategies or effectively maintain its rapid growth trends.

Historically, Choco Up has grown its operations rapidly. Choco Up may not be able to grow its revenue at the same pace or at all in the future, if it is not able to successfully execute its business development and diversification, geographic expansion and other growth plans. In addition, its rapid growth has placed and will continue to place significant demands on its management and its administrative, operational, research and development and financial resources.

To accomplish its growth strategies and manage the future growth of its operations, Choco Up will be required to expand its customer base and funding sources, enhance its research and development capabilities, improve its operational and financial systems, and expand, train and manage its growing employee base. Furthermore, Choco Up needs to maintain and expand its relationships with customers, suppliers and other third parties. Moreover, as Choco Up introduces new offerings or enter new markets, it may face new market, technological, operational and regulatory risks and challenges with which it is unfamiliar.

Choco Up’s current and planned operations, personnel, systems, internal procedures and controls may not be adequate to support its future growth and expansion. If it is unable to execute its growth strategies or manage its growth effectively, it may not be able to capture market opportunities or respond to competitive pressures, which may materially and adversely affect its business prospects and results of operations.

Changes in international relations, escalations of tensions, and fluctuations in global macroeconomic conditions may have an adverse effect on Choco Up’s business.

There have been heightened tensions in international relations in recent years, which has resulted in and will continue to cause changes in international trade policies and additional barriers to trade. Tensions in the relations between the United States and China, or between other countries, may intensify and the United States, China, or other countries may adopt measures in the future that impact Choco Up’s global business operations. Changes in governmental policies including sanctions, tariffs and export controls administered by governments around the world, particularly those imposed as a result of an increasingly tense relationship of the political or economic relations among major economic groups and other geopolitical challenges, could cause a material and adverse effect on the business and prospects of Choco Up’s customers and business partners and of itself.

Recent fluctuations in global macroeconomic conditions, including interest rates, inflation, instability in the global financing system and institutions in the financing industry, as well as the demand for financing solutions generally, are unpredictable and in certain instances are outside of Choco Up’s control. Therefore, Choco Up’s operating results will continue to fluctuate significantly as a result of these factors. Additionally, it is difficult for Choco Up to forecast growth trends accurately and its business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of its business and the revenue-based financing industry, period-to-period comparisons of Choco Up’s operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Choco Up’s operating results in one or more future quarters may fall below its own expectations and investors’.

Choco Up is subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where it conducts its business and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or its privacy policies, could harm its business.

Various local, state, federal, and international laws, directives, and regulations apply to Choco Up’s collection, use, retention, protection, disclosure, transfer, and processing of personal data. These data protection and privacy laws and regulations are constantly evolving, as federal, state and foreign governments continue to adopt new measures addressing data privacy and processing (including collection, storage, transfer, disposal and use) of personal data, and therefore are subject to uncertainty and continue to evolve in ways that could adversely impact Choco Up’s business.

Many jurisdictions, including where Choco Up operates, have laws and regulations concerning the collection, use, processing, storage, and deletion of personal information obtained from their residents or by businesses operating within their jurisdiction. Such laws and regulations may require companies to implement privacy and/or security policies, permit individuals to access, correct, and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, require that certain types of data be retained on local servers within these jurisdictions, and, in some cases, obtain individuals’ affirmative opt-in consent to collect and use personal information for certain purposes. Compliance with current or future privacy, cyber security, data protection, data governance, account access and information and cyber security laws requires ongoing investment in systems, policies and personnel and will continue to impact Choco Up’s business in the future by increasing its legal, operational and compliance costs.

Additionally, the interpretation and application of many existing or recently enacted privacy and data protection laws and regulations, including in the U.S. and elsewhere, are uncertain and fluid, and there are potentially inconsistent world-wide government regulations pertaining to data protection and privacy. Despite Choco Up’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, it is possible that its practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements.

System failures, including breaches in the security of Choco Up’s system, could harm its business.

Choco Up may experience system failures from time to time, and any lengthy interruption in the availability of its back-end system computers could harm its business and severely affect its customer relationships. Frequent or persistent interruptions in its services could cause current or potential customers and users to believe that its systems are unreliable, and could permanently harm its reputation and brands. These interruptions would increase the burden on staff, which, in turn, could delay its introduction of new applications and services. Although certain of Choco Up’s systems have been designed to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, computer denial-of-service attacks and similar events. Choco Up’s solutions may be vulnerable to breaches in security due to defects in the security mechanisms, the operating system, applications or the hardware platform as well as through risk introduced into its environment through third party supplies. Security vulnerabilities could jeopardize the security of information transmitted using Choco Up’s solutions. If the security of Choco Up’s solutions is compromised, its reputation and market acceptance of its solutions may be adversely affected, which would cause its business to suffer, and Choco Up may become subject to damage claims. Despite any precautions Choco Up may take, the occurrence of a natural disaster or other unanticipated problems with the system could result in lengthy interruptions to its services. Choco Up’s current business interruption insurance may not be sufficient to compensate it for losses that may result from interruptions in its service as a result of system failures.

Any inability to protect Choco Up’s intellectual property rights could adversely impact its business, operating results, and financial condition.

Choco Up relies on, and expects to continue to rely on, a combination of trademark, domain name, copyright, and trade secrets, as well as confidentiality agreements with its employees and third parties with whom it has relationships, to establish and protect its brand and other intellectual property rights. However, Choco Up’s efforts to protect its intellectual property rights may not be sufficient or effective. Its proprietary technology and trade secrets could be lost through misappropriation or breach of its confidentiality and license agreements, and any of its intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that its intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to Choco Up’s and that compete with its business.

Choco Up also utilizes intellectual property and technology developed or licensed by third parties, and it may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms. Also, to the extent that third parties are obligated to indemnify Choco Up for breaches of its intellectual property rights, these third parties may be unable to meet these obligations. Any of these events may have a material adverse effect on Choco Up’s business, results of operations, financial condition and prospects.

Choco Up may be sued by third parties for alleged infringement of their proprietary rights.

Although most of Choco Up’s technology is proprietary in nature, it does include certain third-party intellectual property and open source software in its products, and such usage also may be subject to claims of infringement or misappropriation. While Choco Up believes that it has secured proper licenses or other rights for all material third-party intellectual property that is integrated into its products, it cannot guarantee that its internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, its competitors or other third parties may claim that Choco Up is infringing upon or misappropriating their intellectual property rights, and Choco Up may be found to be infringing upon such rights. Any claims or litigation could cause Choco Up to incur significant expenses and, if successfully asserted against Choco Up, could require that it pays substantial damages or ongoing royalty payments, prevent it from offering its products or services or using certain technologies, force it to implement expensive work-arounds, or impose other unfavorable terms. Even if intellectual property claims do not result in litigation or are resolved in Choco Up’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and require significant expenditures. Any of the foregoing could prevent Choco Up from competing effectively and could have an adverse effect on its business, operating results, and financial condition.

If Choco Up’s insurance coverage is insufficient, it may be subject to significant costs and business disruption.

Choco Up provides medical and compensation insurance for its employees. However, it does not maintain key-man, business interruption, or product liability insurance. Choco Up cannot assure that its insurance coverage is sufficient to prevent it from any loss or that it will be able to successfully claim its losses under its current insurance policy on a timely basis, or at all. If it incurs any loss that is not covered by its insurance policies, or the compensated amount is significantly less than its actual loss, its business, financial condition and results of operations could be materially and adversely affected.

If Choco Up fails to comply with labor and work safety, it could be exposed to penalties, fines, suspensions or action in other forms.

Choco Up’s operations are subject to the labor and work safety laws and regulations promulgated by the Hong Kong government and the laws and regulations of other jurisdictions which may be applicable to Choco Up. These laws and regulations require it to contribute to mandatory provident fund and maintain safe working conditions. Choco Up could be exposed to penalties, fines, suspensions or actions in other forms if it fails to comply with these laws and regulations. The laws and regulations in Hong Kong may be amended from time to time and changes in those laws and regulations may cause it to incur additional costs in order to comply with the more stringent rules. In the event that changes to existing laws and regulations require Choco Up to incur additional compliance costs or require costly changes to its production process, its costs could increase, and Choco Up may suffer a decline in sales and revenues, as a result of which its business, results of operations and financial condition could be materially and adversely affected.

Choco Up, its directors, management and employees are exposed to various risks related to legal or administrative proceedings or claims that could have an adverse effect upon its business, financial condition, results of operations and reputation, and may cause loss of business.

Choco Up, its directors, management and employees may be subject to various legal and administrative proceedings, regulatory inquiries and claims from time to time, including those arising in the ordinary course of its business. These proceedings, including class actions, in general can be expensive, lengthy and disruptive to its normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Agreements entered into by it sometimes include indemnification provisions which may subject Choco Up to costs and damages in the event of a claim against an indemnified third party.

Choco Up cannot assure that it will not be involved in any such legal or administrative proceedings in the future and it may face increasing regulatory inquiries during the growth of its business. If one or more legal or administrative matters, including ongoing ones, are resolved against Choco Up, or an indemnified third party seeks certain amounts in excess of its management’s expectations, or certain injunctions are granted to prevent its operation, its business and financial condition could be materially and adversely affected. As a result, Choco Up could be subject to significant compensatory or punitive monetary damages, disgorgement of revenue or profits, remedial corporate measures, cessation of business operation, injunctive relief or specific performance against Choco Up that could materially and adversely affect its financial condition and operating results.

Regardless of the merits, responding to allegations, litigation or legal or administration proceedings and defending against litigation can be time-consuming and costly, and may result in Choco Up incurring substantial legal and administrative expenses, as well as diverting the attention of its management. Any such allegations, lawsuits or proceedings could have a material adverse effect on its business operations. Further, unfavorable outcomes from these claims or lawsuits could adversely affect its business, financial condition and results of operations.

Choco Up may face risks related to natural disasters, health epidemics and other catastrophes, which could significantly disrupt its operations.

Areas or regions where Choco Up operates may be exposed to the outbreak of epidemics, including COVID-19, swine influenza, avian influenza, middle east respiratory syndrome (MERS-CoV) and severe acute respiratory syndrome (SARS-CoV). These epidemic outbreaks may affect Choco Up in various ways, including disrupting its operations, or limiting the availability of resources essential for its business. Besides, government authorities may adopt certain hygienic measures, including quarantines or closures of its offices, travel and transportation restrictions, and import and export restrictions. Any of the above circumstances may materially slow down regional or national economic development and may have a material adverse effect on its business and results of operations.

Similarly, natural disasters, acts of war, terrorist activity, threats of war or terrorist activity, social unrest and the corresponding heightened travel security measures instituted in response, as well as geopolitical uncertainty and international conflict and tension, may affect regional and national economic development in areas where Choco Up operates. As a result, its business, financial condition and results of operations may be materially and adversely affected. In addition, Choco Up may not be adequately prepared in terms of contingency planning or have recovery measures in place to deal with a major incident or crisis. As a result, its operational continuity and its reputation may be materially and adversely affected.

Choco Up’s actual financial position and results of operations may differ materially from the unaudited financial information included in this proxy statement.

The unaudited financial information of Choco Up as included in this proxy statement, including the selected unaudited financial information contained in the section entitled Certain Unaudited Financial Information about Choco Up, is provided solely for the purpose of supplying investors with the most current information available at the time of this proxy statement and under the time constraints. The selected financial data (a) is preliminary in nature, (b) is not a comprehensive statement of Choco Up’s financial results for the relevant periods, and (c) has not been audited, reviewed or compiled and no procedure has been performed with respect thereto, and may be subject to further adjustments. Furthermore, the process of preparing this information required Choco Up’s management team to make certain assumptions and estimates, which may prove to be incorrect as additional information becomes available and as additional analyses are performed. As a result, the unaudited financial information of Choco Up as included in this proxy statement is not necessarily indicative of, and may differ materially from its actual financial position or results of operations.

Choco Up has incurred net losses in the past and may not achieve profitability in the future.

Choco Up generated net losses in the past. Choco Up will need to generate increased revenue levels in future periods to become profitable, and, even if it does, it may not be able to improve its profitability as it intends to continue to expend significant funds to grow its marketing and sales operations, develop and enhance its A.I. capabilities, scale the infrastructure of its credit modelling, and services capabilities as well as expand into new market segments. Choco Up’s efforts to grow its business may be more costly than it expects, and it may not be able to increase its revenue enough to offset its operating expenses. Choco Up may incur significant losses in the future for a number of reasons, including the other risks described in this proxy statement, and unforeseen expenses, difficulties, complications and delays and other unknown events. If Choco Up is unable to achieve or sustain profitability, the market price of its shares may significantly decrease.

Risks relating to the economic, political, legal and social conditions in Hong Kong.

Based on the unaudited consolidated financial information of Choco Up, for the years ended December 31, 2023 and 2024, Choco Up’s service fees generated in Hong Kong accounted for approximately 33% and 63% of its total service fees, respectively. Any adverse changes in the economic, political, legal and social conditions of Hong Kong may lead to an adverse impact on the demand for its services, and may result in deteriorating financial performance.

Hong Kong is a special administrative region (SAR) of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, Choco Up cannot assure you that there will not be any political movements or large scale political unrest in Hong Kong, which may in turn adversely impact the market or lead to disruption of the general economic, political and social conditions in Hong Kong. If such unrest or movement persists for a substantial period of time, it may lead to such disruption, and its overall business, results of operations and financial condition may be adversely affected. If there is any material adverse change in the general economic, political and legal developments in Hong Kong, Choco Up’s operations and financial position may be adversely affected.

Risks Related to the Merger

Failure to satisfy the conditions to the Closing of the Merger on a timely basis or at all could cause delay and additional expense or prevent the Merger from occurring altogether.

The Merger Agreement contains conditions to Closing that must be fulfilled (or, as permitted by law and in accordance with the Merger Agreement, waived by the parties) in order to complete the Merger. Several of these conditions, such as obtaining shareholder approval of ListCo and Nasdaq’s approval for the continued listing of the ListCo, are partially or largely outside of the control and timing of Choco Up or ListCo and may be driven by factors unrelated to the Merger or the parties thereto. The Merger Agreement may be terminated by Choco Up or ListCo if the Closing does not occur by December 31, 2025. Should satisfaction of these conditions take longer than the parties anticipate, or if any condition is not met by such date, the parties will need to mutually agree to either postpone the Closing until the condition(s) are met or to waive or amend the condition. If a Closing condition cannot be met on a timely basis, or the parties are unable to agree on a waiver or amendment, the Closing may be delayed or the Merger Agreement may be terminated, subject to the terms and conditions contained therein. There can be no assurance that the conditions to the Closing will be satisfied or waived or that the Merger will be completed. Any delay in completing the Merger could cause Choco Up and ListCo not to realize some or all of the benefits that the parties expect the Merger to achieve. Furthermore, the parties will fail to realize any benefits of the Merger should the Closing not occur, and in such event, each party will be subject to the go-forward risks of its respective business, potential reputational and economic harm that may result from a failure to consummate the Merger, and the economic burden of fees and expenses associated with the Merger Agreement.

In any event, any prolonged uncertainty as to whether the Merger will be consummated could lead to a material and adverse effect on the business, financial condition and results of operations of ListCo and Choco Up.

Certain of ListCo’s directors, executive officers and major shareholders have interests in the Merger that are different from, and may potentially conflict with, ListCo’s interests and the interests of its unaffiliated shareholders.

Certain of ListCo’s directors, executive officers and major shareholders have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated shareholders and that may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. See “Proposal I: the Merger Proposal — Interests of ListCo Directors and Executive Officers in the Merger” beginning on page 34.

Choco Up is not a publicly traded company and does not have a long operating history, making it difficult to determine the fair market value of Choco Up or the Merger consideration.

Choco Up’s shares are and have been privately held and are not currently traded on any public market. In addition, Choco Up commenced its business as proof of concepts in 2018 as revenue-based financing service provider and does not have a long operating history. As a result, it is difficult to determine the fair market value of Choco Up or of its shares. Any estimate of the fair market value of Choco Up or any Choco Up share is only an estimate and depends on multiple variables, including market activity, the impact of the Merger, and other factors, that could positively or negatively affect such values. Any change in Choco Up’s financial condition or results of operations may cause significant variations in the price of its shares.

The Board has engaged Avista Valuation Advisory Limited (“Avista”), an independent third-party valuer, to conduct a valuation of the Choco Up Equity Value in connection with the Merger as of the date of July 1, 2025, The valuation analysis requires estimates made on the basis of the historical financial information and presently available information of Choco Up and the ListCo, which may subject to future changes. In addition, this valuation is subject to numerous assumptions and factors, including certain information relating to the historical, current and future operations, financial condition and prospects of Choco Up made available to Avista by Choco Up.

The Merger Consideration is based on Plutus Equity Value and Choco Up Equity Value, which will not be adjusted before or at the Closing to account for the performance of ListCo or Choco Up.

The aggregate number of New Ordinary Share to be issued as Merger consideration is based on the Plutus Equity Value and Choco Up Equity Value, which equity value is fixed amount that will not be adjusted before or at the Closing, including if the performance of ListCo’s business improves or Choco Up’s business deteriorates in the period after the execution of the Merger Agreement and before the Closing.

Nasdaq may not approve the listing application in connection with the Transactions.

It is a closing condition to the Merger that (i) Nasdaq approval of the listing application submitted by Listco shall have been obtained, and (ii) no general suspension or material limitation of trading in the stock or ordinary shares has been imposed or threatened by the SEC or Nasdaq. The Merger Agreement also requires that until the Closing, Listco shall remain listed as a public company on Nasdaq, in compliance with any applicable Nasdaq rules and regulations, and that the stock or ordinary shares remain listed on Nasdaq.

If ListCo could not satisfy the conditions for continued listing on Nasdaq, ListCo’s securities would be delisted and subject to suspension. The suspension and delisting of the ordinary shares would lead to decreases in analyst coverage and market-making activity relating to the PLUT Shares, as well as reduced information about trading prices and volume. As a result, it could become significantly more difficult for ListCo’s shareholders to sell their PLUT Shares at prices comparable to those in effect prior to delisting or at all.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other business partners with whom ListCo and/or Choco Up has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with ListCo or Choco Up, as the case may be, as a result of the Merger or otherwise, which could negatively affect ListCo’s or Choco Up’s business, regardless of whether the Merger is completed. The pending transaction could also divert management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to Choco Up or ListCo.

Under the terms of the Merger Agreement, ListCo and Choco Up are subject to certain restrictions on the conduct of their respective businesses prior to the Closing which may adversely affect their ability to execute certain of its business strategies. Such limitations could adversely affect ListCo’s or Choco Up’s business and operations.

The Company has not obtained, and does not expect to obtain, an updated valuation report from Avista reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement.

The valuation report prepared by Avista were based on information made available to Avista as of the date of the valuation report, which may have changed, or may change, after the date of such report. The ListCo has not obtained an updated valuation report from Avista or from any other party as of the date of this proxy statement and does not expect to obtain an updated version prior to consummation of the Merger. Changes in the operations and prospects of the ListCo or Choco Up, general market and economic conditions and other factors which may be beyond the control of the ListCo and Choco Up, and on which they were based, may have altered the prices or values of PLUT Shares or shares of Choco Up since the date of such valuation report, or may alter such values and prices by the time the Merger is completed.

Risks Related to the Ownership of the Shares

The dual-class share structure of ListCo with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the New Class A Shares may view as beneficial.

Upon consummation of the Merger, in respect of matters requiring the votes of shareholders of ListCo, holders of New Class A Shares are entitled to one vote per New Class A Share while holders of New Class B Shares are entitled to thirty (30) votes per New Class B Share. Each New Class B Share is convertible into one New Class A Shares at any time by the holder thereof, while New Class A Shares are not convertible into New Class B Share under any circumstances. The dual-class share structure of ListCo with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the New Class A Shares may view as beneficial.

Upon consummation of the Merger, Mr. Percy Hung is expected to beneficially own 9,366,000 New Class A Shares and 2,800,000 New Class B Shares through his controlled entity, which account for an aggregate of 34.73% of the voting power represented by all the issued and outstanding shares of ListCo; Ms. Heng Tam is expected to beneficially own 2,656,500 New Class B Shares through her controlled entity, which account for an aggregate of 29.64% of the voting power represented by all the issued and outstanding shares of ListCo; and, Mr. Zhisheng Zhao is expected to beneficially own 5,482,567 New Class A Shares and 1,818,833 New Class B Shares, which account for an aggregate of 22.34% of the voting power represented by all the issued and outstanding shares of ListCo. As a result of the dual-class share structure and the concentration of ownership, Mr. Percy Hung, Ms. Heng Tam, Mr. Zhisheng Zhao and any future holder of New Class B Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors, amendments to organizational documents, and other significant corporate actions. Mr. Percy Hung, Ms. Heng Tam, Mr. Zhisheng Zhao and any future holder of New Class B Shares may have interests that differ from the interests of the other shareholders of ListCo and may vote its New Ordinary Share in ways with which other shareholders may disagree or which may be adverse to such other shareholders’ interests. This concentrated ownership may have the effect of delaying, preventing or deterring a change in control of ListCo, could deprive its shareholders of an opportunity to receive a premium for their New Class A Shares as part of a sale of ListCo, and could have a negative effect on the market price of the New Class A Shares.

ListCo will continue to be an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

Upon consummation of the Merger, ListCo is expected to qualify as an “emerging growth company” pursuant to the JOBS Act. Therefore, it may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. As a result, if ListCo elects not to comply with such reporting and other requirements, in particular the auditor attestation requirements, ListCo’s investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. ListCo is expected to not “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, ListCo’s financial statements may not be comparable to companies that comply with public company effective dates.

The trading price of the New Class A Shares is likely to be volatile, which could result in substantial losses to investors.

The trading price of the PLUT Shares has fluctuated significantly since the completion of IPO and will continue to be volatile and could fluctuate widely. Many factors that are beyond the control of Choco Up and ListCo may materially adversely affect the market price and marketability of the New Class A Shares and ListCo’s ability to raise capital through equity financings. These factors include the following:

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If ListCo were involved in a class action suit, it could divert a significant amount of ListCo management’s attention and other resources from its business and operations and require it to incur significant expenses to defend the suit, which could harm its results of operations. Any such class action suit, whether or not successful, could harm ListCo’s reputation and restrict its ability to raise capital in the future. In addition, if a claim is successfully made against ListCo, it may be required to pay significant damages, which could have a material adverse effect on its financial condition and results of operations.

ListCo will not pay dividends for the foreseeable future, you must rely on price appreciation of the ordinary shares for return on your investment.

It is intended for ListCo to retain any future earnings to finance the operation and expansion of its business, and it does not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in the New Class A Shares if the market price of the New Class A Shares increases.

Substantial future sales or perceived sales of the New Class A Shares in the public market could cause the price of the New Class A Shares to decline.

Sales of the New Class A Shares, either in the public market or through private placement, or the perception that these sales could occur, could cause the market price of the New Class A Shares s to decline. In connection with the Transactions, each of the shareholders of Choco Up as of the date of the Merger Agreement is entering into a lock-up agreement with the Company pursuant to which they have agreed not to transfer the shares received in consideration of the Merger for a period of 180 days following the Closing Date. Each of the Percy’s Holding Vehicle and the Heng’s Holding Vehicle will execute a joinder to the Lock-Up Agreement, pursuant to which each of the Percy’s Holding Vehicle and the Heng’s Holding Vehicle will accede to the terms of the Lock-Up Agreement and join the Lock-Up Agreement as a party. Any or all of these securities may be released prior to the expiration of the lock-up period at the discretion of a majority of the directors of Listco then in office. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the ordinary shares could decline. It cannot be predicted what effect, if any, market sales of securities held by ListCo’s significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the ordinary shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because ListCo is incorporated under Cayman Islands law.

ListCo is an exempted company incorporated under the laws of the Cayman Islands with limited liability. ListCo’s corporate affairs are governed by its memorandum and articles of association (or the amended and restated memorandum and articles of association of ListCo upon consummation of the Merger), the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against ListCo and its directors, actions by minority shareholders and the fiduciary duties of ListCo directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of ListCo shareholders and the fiduciary duties of ListCo directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like ListCo have no general rights under Cayman Islands law to inspect corporate records (other than the amended and restated memorandum and articles of association, the register of mortgages and charges, and copies of any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. ListCo directors have discretion under its memorandum and articles of association (or the amended and restated memorandum and articles of association of ListCo), to determine whether or not, and under what conditions, ListCo’s corporate records may be inspected by its shareholders, but are not obliged to make them available to ListCo shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. If ListCo chooses to follow its home country practice in the future, ListCo shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have greater difficulty in protecting their interests in the face of actions taken by ListCo’s management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about ListCo’s business, the market price for the ordinary shares and trading volume could decline.

The trading market for the ordinary shares will depend in part on the research and reports that securities or industry analysts publish about ListCo or its business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover ListCo downgrade the ordinary shares or publish inaccurate or unfavorable research about its business, the market price for the ordinary shares would likely decline. If one or more of these analysts cease coverage of ListCo or fail to publish reports on ListCo regularly, ListCo could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.

ListCo is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it will be exempt from certain provisions applicable to U.S. domestic public companies.

ListCo is currently qualified as a foreign private issuer under the Exchange Act and is expected to continue to qualify as such upon consummation of the Merger, and exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

ListCo is and will continue to be required to file an annual report on Form 20-F within four months of the end of each fiscal year. However, the information ListCo will be required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. For example, U.S. domestic issuers are required to file annual reports within 60 to 90 days from the end of each fiscal year. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

If ListCo fails to implement or maintain an effective system of internal controls in the future, ListCo may be unable to accurately report its financial condition or results of operations, which may adversely affect investor confidence in ListCo and, as a result, the market price of the ordinary shares.

Choco Up has been a private company since its inception and, as such, it has not had to meet the internal control and financial reporting requirements that a publicly traded company is required. Upon consummation of the Merger, Choco Up will be operating as a wholly owned subsidiary of ListCo, which is a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that ListCo to include a report from the management on its internal control over financial reporting as of the end of the fiscal year, or the ListCo’s independent registered public accounting firm to attest to and report on the effectiveness of its internal control over financial reporting. The management or the independent registered public accounting firm of ListCo may conclude that its internal control over financial reporting is not effective.

The management of ListCo may conclude that its internal control over financial reporting is not effective. Moreover, even if the management concludes that its internal control over financial reporting is effective, ListCo’s independent registered public accounting firm, after conducting its own independent testing, may issue a report with qualified opinion if it is not satisfied with ListCo’s internal controls or the level at which its controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from ListCo. It may be unable to timely complete its evaluation and any required remediation. In addition, the requirements of maintaining effective disclosure controls and procedures and internal controls over financial reporting may place a strain on the ListCo’s systems and resources.

After consummation of the Merger, ListCo may identify certain deficiencies in its internal control over financial reporting in the course of preparing its consolidated financial statements. There can be no assurance as to when these deficiencies will be remediated or that additional deficiencies, which may be significant, or material weaknesses will not arise in the future. Any failure to remediate these deficiencies, or the development of new deficiencies or material weaknesses in ListCo’s internal control over financial reporting, could result in material misstatements in ListCo’s financial statements, which in turn could have a material adverse effect on ListCo’s financial condition.

Ineffective internal control over financial reporting could expose ListCo to increased risk of fraud or misuse of corporate assets or inaccurate reporting of financial conditions and results of operations and subject ListCo to potential delisting from the stock exchange on which ListCo is listed, regulatory investigations and civil or criminal sanctions. ListCo may also be required to restate its financial statements from prior periods. If ListCo fails to achieve and maintain an effective internal control environment, it could suffer material misstatements in its financial statements and fail to meet its reporting obligations, which would likely cause investors to lose confidence in ListCo’s reported financial information. This could in turn limit ListCo’s access to capital markets, result in deterioration in its financial condition and results of operations, and lead to a decline in the market price of the ordinary shares.

ListCo may be required to record significant impairment expenses as a result of the Merger.

After consummation of the Merger, ListCo is expected to record a significant amount of goodwill, which is related to the Merger. Goodwill contained in the pro forma condensed combined financial information as of March 31, 2025 is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. The fair values assigned to the ListCo’s net tangible and identifiable intangible assets acquired and liabilities assumed are determined by the net asset values of net tangible and identifiable intangible assets acquired and liabilities. The estimated fair values of these assets acquired and liabilities assumed are considered preliminary as of the date of this proxy statement. The final purchase consideration and the allocation of the purchase consideration may differ from that reflected in the unaudited pro forma condensed combined financial information contained in this proxy statement, and amounts would be finalized following the completion of the Merger. Impairment loss could negatively impact ListCo’s financial condition and limit ListCo’s ability to obtain financing in the future.

If we ListCo is deemed to be passive foreign investment company (a “PFIC”) for any taxable year, there could be adverse U.S. federal income tax consequences to U.S. investors.

In general, ListCo will be a PFIC for any taxable year in which, after the application of certain look-through rules with respect to its subsidiaries, either (1) 75% or more of its gross income consists of passive income or (2) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income (including cash and cash equivalents). For purposes of these tests, passive income generally includes, among other things, dividends, interest, gains from certain sales or exchanges of investment property and certain rents and royalties. If ListCo is a PFIC for any taxable year during which a U.S. investor holds its shares, it will generally continue to be treated as a PFIC with respect to such U.S. investor for all succeeding taxable years during which such U.S. investor holds its ordinary shares, even if it ceases to meet the threshold requirements for PFIC status. Such U.S. investor may be subject to adverse tax consequences with respect to ListCo’s ordinary shares, including ineligibility for any preferential tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements. We cannot provide any assurance that ListCo will furnish to such U.S. investor information that may be necessary to comply with the reporting and tax paying obligations applicable under the PFIC rules of the Internal Revenue Code. Such U.S. investor should consult its tax advisors regarding the potential application of these rules to their investment in ListCo’s ordinary shares.

The determination of whether ListCo is a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. For instance, for ListCo’s current and future taxable years, the total value of its assets (including goodwill) for PFIC testing purposes may be determined in part by reference to the market price of its ordinary shares from time to time, which may fluctuate considerably. If ListCo’s market capitalization declines while it holds a substantial amount of cash and cash equivalents for any taxable year, it may be a PFIC for that taxable year. Furthermore, under the income test, Listco’s status as a PFIC depends on the composition of its income for the relevant taxable year, which will depend on the transactions it enters into in the future and its corporate structure. The composition of ListCo’s income and assets is also affected by how it spend the cash it may raise in any offering. As a result, there can be no assurance that ListCo will not be treated as a PFIC for the current or any future taxable year and ListCo’s counsel expresses no opinion with respect to its PFIC status for any prior, current or future taxable year. Even if ListCo determine that it is not a PFIC for a taxable year, there can be no assurance that the IRS will agree with its conclusion and that the IRS would not successfully challenge its position.

For further discussion of the PFIC rules and the adverse U.S. federal income tax consequences in the event ListCo classified as a PFIC, as well as certain elections that may be available to U.S. investors, see the section of this proxy statement titled “Passive Foreign Investment Company Rules.”

THE EXTRAORDINARY GENERAL MEETING

Time, Place and Purpose of the Extraordinary General Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Board of Directors for use at the extraordinary general meeting to be held at our office, located at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., on August 8, 2025 at 9 a.m. (Hong Kong time), or August 7, 2025 at 9 p.m. (New York time), and for any adjournment or postponement thereof.

The purpose of the extraordinary general meeting is for our shareholders to consider and vote upon:

Recommendations of the Board

The Board of ListCo reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. On July 9, 2025, the Board unanimously (a) determined that the Merger Agreement and the transaction agreements contemplated by the Merger Agreement are fair to and in the best interests of ListCo and its shareholders, (b) declared it advisable to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, (c) authorized and approved the execution, delivery and performance of the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, and (d) resolved to direct that the authorization and approval of the Merger Agreement, the plan of merger, and the transactions contemplated under the Merger Agreement, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders of ListCo.

After careful consideration, the Board of ListCo authorized and approved the Merger Agreement and the plan of merger and recommends that you vote

(a) FOR the proposal to authorize and approve the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, (b) FOR the proposal to adopt the amended and restated memorandum and articles of association of ListCo in the form attached as Annex C to the accompanying proxy statement, effective immediately prior to the Effective Time (the “Amendment of M&A”); (c) FOR the proposal to approve the change of the corporate name of ListCo from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time (the “Change of Name”); (d) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time (the “Variation of Share Capital”); (e) FOR the proposal to approve the issuance of New Ordinary Shares to the shareholders of Choco Up in accordance with the Merger Consideration as stipulated in the Merger Agreement effective at the Effective Time (the “Issuance of Merger Consideration”); (f) FOR the proposal to authorize Ting Kin Cheung, a director and the CEO of the Company, to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Amendment of M&A, the Change of Name, the Variation of Share Capital, and the Issuance of Merger Consideration; and (g) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Record Date and Quorum

You are entitled to attend and vote at the extraordinary general meeting if you have PLUT Shares registered in your name in ListCo’s register of members at the close of business in the Cayman Islands on July 8, 2025, the PLUT Share record date for voting at the extraordinary general meeting. Each outstanding PLUT Share on the PLUT Share record date entitles the holder to one vote on each matter submitted to the shareholders for authorization and approval at the extraordinary general meeting and any adjournment thereof. We expect that, as of the PLUT Share record date, there will be 15,350,000 PLUT Shares issued and outstanding and entitled to vote at the extraordinary general meeting, respectively. If you have PLUT Shares registered in your name on the PLUT Share record date, the deadline for you to lodge your proxy card and vote is 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time). See “— Procedures for Voting” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement

In order for the Merger to be consummated, the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger, must be authorized and approved by a special resolution of ListCo passed by a majority of not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Based on the number of PLUT Shares we expect to be issued and outstanding and entitled to vote on the PLUT Share record date, and assuming that all shareholders will be present and vote in person or by proxy at the extraordinary general meeting, approximately 10,233,334 votes of Plutus Shareholders would need to be voted in favor of the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the Merger, in order for the proposal to be authorized and approved by a special resolution.

As of the date of this proxy statement, the Undertaking Shareholders beneficially owned in the aggregate 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of the Company. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 65 for additional information. Pursuant to the terms of the Voting Agreement, these PLUT Shares will be voted in favor of the authorization and approval of the Merger Agreement, the plan of merger and the transactions contemplated by the Merger Agreement, including the Merger, at the extraordinary general meeting of ListCo.

If your PLUT Shares are held in the name of a broker, bank or other nominee, your broker, bank or other nominee will not vote your PLUT Shares in the absence of specific instructions from you.

Procedures for Voting

PLUT Shares

Holders of record of our Shares may vote their PLUT Shares by attending the extraordinary general meeting and voting their PLUT Shares in person, or by completing the enclosed proxy card in accordance with the instructions set forth on the proxy card. The deadline to lodge your proxy card is 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time).

Shareholders who hold their PLUT Shares in “street name,” meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their PLUT Shares how to vote their PLUT Shares or obtain a proxy from the record holder to vote their PLUT Shares at the extraordinary general meeting.

Shareholders who have questions or requests for assistance in completing and submitting proxy cards should contact ListCo’s Investor Relations Department at +852 2968 1192 or by email at ir@plutusfingroup.com.

Voting of Proxies and Failure to Vote

All PLUT Shares represented by valid proxies will be voted at the extraordinary general meeting in the manner specified by the holder. If a shareholder returns a properly signed proxy card but does not indicate how the shareholder wants to vote, PLUT Shares represented by that proxy card will be voted FOR the approval of the Merger Proposal, FOR the approval of the Amendment of Memorandum and Articles of Association Proposal, FOR the approval of the Name Change Proposal, FOR the Variation of Share Capital Proposal, FOR the Issuance of Merger Consideration Proposal, FOR the approval of the General Authorization Proposal, and FOR the approval of the Adjournment Proposal.

Brokers or other nominees who hold our PLUT Shares in “street name” for customers who are the beneficial owners of such PLUT Shares may not give a proxy to vote those customers’ Shares in the absence of specific instructions from those customers.

PLUT Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting.

Revocability of Proxies

Holders of our PLUT Shares may revoke their proxies in one of three ways:

First, a shareholder can deliver written notice of revocation to our Investor Relations Department at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R. at any time at least four (4) hours prior to the commencement of the extraordinary general meeting;

Second, a shareholder can complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to ListCo no later than 9 a.m. August 6, 2025 (Hong Kong time), or 9 p.m. August 5, 2025 (New York time); or

Third, a shareholder can attend the meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the extraordinary general meeting.

If a shareholder has instructed a broker to vote the shareholder’s PLUT Shares, the shareholder must follow directions received from the broker to change those instructions.

Solicitation of Proxies

This proxy solicitation is being made and paid for by Plutus on behalf of the Board. Plutus will bear the costs of holding the extraordinary general meeting and the cost of soliciting proxies, including costs of printing and mailing the proxy card. Our directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith.

Internet Availability of Proxy Materials

The notice and the proxy card for the extraordinary general meeting will first be filed with the SEC on or about July 16, 2025 (New York time). Upon request by any shareholder entitled to vote at the extraordinary general meeting, a physical copy of these materials will be mailed to the shareholder at no charge. We are providing this notice to inform you that the proxy materials are available at the “News Update” section of Plutus’ corporate website at https://www.plutusfingroup.com/en/latest_news.php.

Questions and Additional Information

If you have more questions about the Merger Proposal, the Amendment of Memorandum and Articles of Association Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Issuance of Merger Consideration Proposal, the General Authorization Proposal or the Adjournment Proposal, need assistance in submitting your proxy or voting your PLUT Shares, or need additional copies of the proxy card, you should contact the Company’s Investor Relations Department at +825 2968 1192 or by email at ir@plutusfingroup.com.

PROPOSAL I: THE MERGER PROPOSAL

General

This proxy statement is being provided to ListCo shareholders in connection with the solicitation of proxies by the Board to be voted at the extraordinary general meeting and at any adjournments or postponements of the general meeting. At the extraordinary general meeting, ListCo shareholders will be asked to, among other things, approve the Merger Agreement. The Merger Agreement provides for the merger of Merger Sub with and into Choco Up, with Choco Up continuing as the surviving entity and a wholly-owned subsidiary of ListCo.

The Merger will not be consummated unless ListCo shareholders approve the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement in its entirety because it is the principal legal document that governs the Merger. For additional information about the Merger Agreement, see “The Merger Agreement” below.

The Companies

Plutus Financial Group Limited

ListCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ListCo’s principal executive office is located at 8/F, 80 Gloucester Road, Wan Chai, Hong Kong S.A.R., People’s Republic of China. ListCo’s telephone number at this address is +852 2968 1192. ListCo’s registered office in the Cayman Islands is Quality Corporate Services Ltd., Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006 Cayman Islands.

ListCo is a renowned service provider in financial services. ListCo provides financial services through its primary Hong Kong operating subsidiaries, Plutus Securities and Plutus Asset Management. Plutus Securities is licensed with the SFC to carry out Type 1 (dealing in securities) regulated activities and mainly offers (i) securities dealings and brokerage services; (ii) margin financing services; and (iii) underwriting and placing services and is also an exchange participant of the HKEx. Plutus Asset Management is licensed with the SFC to carry out Type 4 (advising on securities) and Type 9 (asset management) regulated activities in Hong Kong and mainly offers (i) asset management services and (ii) investment advisory services to our customers.

For a description of ListCo’s history, development, business and organizational structure, see ListCo’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on April 30, 2025, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 69 for a description of how to obtain a copy of such Annual Report.

Coders Merger Sub Limited

Coders Merger Sub Limited (“Merger Sub”) will be incorporated as an exempted company with limited liability under the laws of the Cayman Islands and will be directly and wholly-owned by ListCo. Merger Sub will be formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement (as defined below), including the Merger (as defined below).

Choco Up Group Holdings Limited

Choco Up is an exempted company with limited liability incorporated under the laws of the Cayman Islands. Choco Up’s principal executive office is located at 23/F, Chinachem Leighton Plaza, No.29 Leighton Road, Causeway Bay, Hong Kong S.A.R. and its telephone number at this address is +852 3705 1379. Choco Up’s registered office in the Cayman Islands is located at the offices of WB Corporate Services (Cayman) Ltd., of P.O. Box 2775, 71 Fort Street, 3rd Floor, George Town, Grand Cayman, KY1-1111, Cayman Islands.

Headquartered in Singapore, Choco Up is a leading growth and fintech platform specializing in growth capital financing in Asia Pacific. Choco Up offers easy-to-access, non-dilutive and flexible financing solutions for businesses at different phases, covering startups, growth-phase, established and public companies. Choco Up addresses its customers’ funding needs through a suite of tailored financing solutions enabled by its market insights and data-driven platform. Along with their flexible financing solution, Choco Up also provides value-added offerings including business growth support and advisory services through both in-house expertise and partners’ solutions.

For a more detailed description of Choco Up’s history, development, business and organizational structure, see “Information about Choco Up” beginning on page 54.

Vote Required; Recommendation of the Board of Directors

Assuming that a quorum is present at the extraordinary general meeting, approval of the Merger Agreement requires a majority of not less than two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Merger Consideration

The Merger values Plutus at an equity value at US$30,700,000 (the “Plutus Equity Value”) on a fully-diluted basis, and values Choco Up at an equity value at US$85,000,000 on a fully-diluted basis (the “Choco Up Equity Value”).

At the Effective Time, each share of Choco Up (“Choco Up Shares”) issued and outstanding immediately prior to the Effective Time will be surrendered and cancelled in exchange for the right to receive (x) in the case of (A) 2,800,000 Choco Up Shares held by Percy’s Holding Vehicle and (B) 2,656,500 Choco Up Shares to be held by Heng’s Holding Vehicle, a number of validly issued, fully paid and non-assessable New Class B Shares, and (y) in all other cases, a number of validly issued, fully paid and non-assessable New Class A Shares, in each case, equal to (a) the Choco Up per share value (which is in turn calculated by (i) the Choco Up Equity Value divided by (ii) the number of ordinary shares of Choco Up that are outstanding immediately prior to the Effective Time), divided by (b) the PLUT per share value (which is in turn calculated by (i) the Plutus Equity Value, divided by (ii) the number of all ordinary shares of Plutus (“PLUT Shares”) that are outstanding immediately prior to the Effective Time on a fully-diluted basis (such New Class B Shares and New Class A Shares, as applicable, the “Per Share Merger Consideration”, and the aggregate number of Per Share Merger Consideration to be issued and paid by ListCo, the “Merger Consideration”), except for (x) all ordinary shares of Choco Up that are owned by Choco Up, Merger Sub or any subsidiary of Choco Up immediately prior to the Effective Time which shall automatically be canceled and shall cease to exist, and (y) ordinary shares of Choco Up issued and outstanding immediately prior to the Effective Time held by holders who have validly exercised, or have not otherwise lost, their dissenters’ rights for such ordinary shares of Choco Up in accordance with Section 238 of the Cayman Islands Companies Act (such ordinary shares of Choco Up being referred to collectively as the “Dissenting Shares”, and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) which shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration, but instead shall be entitled only to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Act. Upon the Effective Time, all Choco Up Shares will be exchange for 37,043,500 of New Class A Shares and 5,456,500 New Class B Shares.

The PLUT Shares, are listed on Nasdaq under the symbol “PLUT.” On July 8, 2025, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing price per share was US$2.35. On July 15, 2025, the last practicable date prior to the date of the proxy statement, the closing price per share was US$3.09.

Ownership of New Ordinary Shares After the Merger

Upon completion of the transactions contemplated by the Merger Agreement, the existing Choco Up shareholders and existing ListCo shareholders will own approximately 73.47% and 26.53%, respectively, of the outstanding shares of the combined company, representing approximately 74.68% and 25.32%, of the voting power of the combined company, respectively. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 65 for additional information.

Purposes and Effects of the Merger

The purpose of the Merger is to enable ListCo to acquire 100% control of Choco Up in a transaction in which the holders of securities of Choco Up will receive New Ordinary Shares.

The ordinary shares are currently listed on Nasdaq under the symbol “PLUT.” It is expected that, following the consummation of the Merger, ListCo will maintain its listing on Nasdaq under a new symbol “CHOC.”

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of the Board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of ListCo have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Merger and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse acquisition (reverse merger) in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes.

No Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to our shareholders under the Companies Act of the Cayman Islands or ListCo’s memorandum and articles of association in connection with the types of actions contemplated under the Merger Proposal. As a result, holders of our PLUT Shares will not have the right to seek appraisal and payment of the fair value of the PLUT Shares.

Recommendation of Our Board of Directors

The Board has determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of ListCo and its shareholders, authorized and approved the Merger Agreement and the plan of merger and recommends that the ListCo shareholders vote “FOR” the Merger Proposal.

MERGER AGREEMENT

The summary of the material terms and conditions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by the Merger Agreement, the full text of which was included as Annex A to, and incorporated by reference into, this proxy statement. This summary does not purport to be complete and may not contain all the information about the Merger Agreement that is important to you. You are encouraged to read the Merger Agreement in its entirety because it is the principal legal document that governs the Merger.

The representations and warranties contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of the specific dates therein and were made solely for the benefit of the parties to the Merger Agreement. The representations and warranties contained in the Merger Agreement may be subject to limitations agreed upon by the parties to the Merger Agreement and are qualified by information in confidential disclosure schedules delivered connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a standard of materiality provided for in the Merger Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Choco Up or ListCo. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ListCo’s public disclosure.

For the foregoing reasons, the representations, warranties, covenants and agreements and any descriptions of those Merger Agreement provisions in this proxy statement should not be read as characterizations of the actual state of facts or condition of Choco Up or ListCo. Moreover, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Structure and Consummation of the Merger

The Merger Agreement provides for the merger of Merger Sub with and into Choco Up upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Cayman Islands Companies Act, whereupon Merger Sub will be struck off the register of companies in the Cayman Islands and the separate corporate existence of Merger Sub will cease and Choco Up will continue its existence as the surviving company. As a result of the Merger, Choco Up will become a wholly owned subsidiary of ListCo.

The Closing will occur by electronic exchange of documents and signatures on the tenth (10^th) business day after satisfaction or waiver of the conditions to the Merger (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such condition), or at such other time, date and place as Plutus and Choco Up may mutually agree in writing. The date on which the Closing actually takes place is referred to herein as the “Closing Date”. On the Closing Date, the applicable parties shall cause the Merger to be consummated by executing and filing a plan of merger for the Merger in accordance with the relevant provisions of the Cayman Islands Companies Act, substantially in the form attached as Annex B to the proxy statement (the “Plan of Merger”), with the Registrar of Companies of the Cayman Islands.

We currently expect that the Merger will be consummated by December 31, 2025, after all conditions to the Merger have been satisfied or waived. We cannot specify when, or assure you that, all conditions to the Merger will be satisfied or waived; however, we intend to complete the Merger as promptly as practicable.

Memorandum and Articles of Association; Directors and Officers of ListCo after Closing

Immediately before the Effective Time, ListCo will change its name to “Choco Up International Holdings Limited” (the “Name Change”) and adopt the amended and restated memorandum and articles of association (the “Amendment of M&A”) in the form attached as Annex C to the proxy statement, concurrently with which (a) the authorized share capital of Plutus shall become US$30,000 divided into 300,000,000 shares comprising of (x) 265,000,000 New Class A Shares and (y) 35,000,000 New Class B Shares.

Plutus has agreed to take all necessary action prior to the Effective Time such that the Board, immediately after the Effective Time, shall consist of six (6) directors, covering the five (5) existing directors of Plutus before the Closing, and one (1) to be designated by Choco Up as a director and the chairman of the Board in writing by Choco Up at least ten (10) Business Days prior to the Closing. Each director will have one vote, and the chairman of the Board will have a casting vote in the case of an equality of votes.

Merger Consideration

The Merger values Plutus at an equity value at US$30,700,000 (the “Plutus Equity Value”) on a fully-diluted basis, and values Choco Up at an equity value at US$85,000,000 on a fully-diluted basis (the “Choco Up Equity Value”).

At the Effective Time, each share of Choco Up (“Choco Up Shares”) issued and outstanding immediately prior to the Effective Time will be surrendered and cancelled in exchange for the right to receive (x) in the case of (A) 2,800,000 Chcoo Up Shares to be held by Percy’s Holding Vehicle and (B) 2,656,500 Choco Up Shares to be held by Heng’s Holding Vehicle, a number of validly issued, fully paid and non- assessable New Ordinary Shares, and (y) in all other cases, a number of validly issued, fully paid and non-assessable New Ordinary Shares, in each case, equal to (a) the Choco Up per share value (which is in turn calculated by (i) the Choco Up Equity Value divided by (ii) the number of ordinary shares of Choco Up that are outstanding immediately prior to the Effective Time), divided by (b) the PLUT per share value (which is in turn calculated by (i) the Plutus Equity Value, divided by (ii) the number of all PLUT Shares that are outstanding immediately prior to the Effective Time on a fully-diluted basis, assuming the issuance of all PLUT Shares that are required to be issued, but have not been issued as of immediately prior to the Effective Time (the “Per Share Merger Consideration”, and the aggregate number of New Ordinary Shares to be issued by ListCo, the “Merger Consideration”), except for (x) all ordinary shares of Choco Up that are owned by Choco Up, Merger Sub or any subsidiary of Choco Up immediately prior to the Effective Time which shall automatically be canceled and shall cease to exist, and (y) ordinary shares of Choco Up issued and outstanding immediately prior to the Effective Time held by holders who have validly exercised, or have not otherwise lost, their dissenters’ rights for such ordinary shares of Choco Up in accordance with Section 238 of the Cayman Islands Companies Act (such ordinary shares of Choco Up being referred to collectively as the “Dissenting Shares”, and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration, but instead shall be entitled only to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Act. Upon the Effective Time, all Choco Up Shares will be exchange for 37,043,500 of New Class A Shares and 5,456,500 New Class B Shares.

The PLUT Shares are listed on Nasdaq under the symbol “PLUT.” On July 8, 2025, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing price per ordinary share was US$2.35. On July 15, 2025, the last practicable date prior to the date of the proxy statement, the closing price per ordinary share was US$3.09.

Ownership of ListCo Ordinary Shares After the Merger

Upon completion of the Transactions, the existing Choco Up shareholders and existing Plutus shareholders will own approximately 73.47% and 26.53%, respectively, of the outstanding shares of the combined company on a fully diluted and as converted basis, or 74.68% and 25.32% voting power of the combined company, respectively. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 65 for additional information.

Purposes and Effects of the Merger

The purpose of the Merger is to enable ListCo to acquire 100% control of Choco Up in a transaction in which the holders of securities of Choco Up will receive New Ordinary Shares.

The ordinary shares of the Company are currently listed on Nasdaq under the symbol “PLUT.” It is expected that, following the consummation of the Merger, ListCo will maintain its listing on Nasdaq under a new symbol “CHOC.”

Voting Agreement

Concurrent with the execution of the Merger Agreement, the Undertaking Shareholders who collectively hold 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of the Company as of the date of this proxy statement, have entered into the Voting Agreement, agreeing to vote or cause to be voted all securities of Plutus he, she or it beneficially owns (the “Voting Shares”) in favor of the Plutus Shareholder Matters and any proposal to adjourn or postpone such meeting of shareholders of PLUT to a later date if there are not sufficient votes to approve Transactions (including the Merger).

The Undertaking Shareholders also agree to vote or cause to be voted the Voting Shares against (A) any proposal or offer from any person (other than Choco Up or any of its affiliates) concerning a Plutus Business Combination; (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Plutus under the Merger Agreement; and (C) except as contemplated by the Voting Agreement and the other transaction agreements contemplated by the Merger Agreement , any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions (including the Merger) or the fulfillment of Plutus’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Plutus (including any amendments to its governing documents), including, without limitation, any action that would require the consent of Choco Up pursuant to the Merger Agreement, except if approved in writing by Choco Up.

The terms of the Voting Agreement are described in more detail under the section entitled “Voting Agreement” beginning on page 47.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of the Board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of ListCo have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Merger and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by Choco Up that are subject in certain cases to exceptions and qualifications contained in the Merger Agreement or in the Choco Up confidential disclosure schedule delivered to Plutus in connection with the execution of the Merger Agreement (the “Choco Up Disclosure Letter”). The representations and warranties (subject to their respective qualifications as provided in the Merger Agreement) made by Choco Up to Plutus and Merger Sub include the following, among other things:

Certain of these representations and warranties are qualified as to “materiality” or “Choco Up Material Adverse Effect.” For purposes of the Merger Agreement, “Choco Up Material Adverse Effect” means any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of the Choco Up Group Companies, taken as a whole, or (b) the ability of Choco Up to consummate the transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a Choco Up Material Adverse Effect pursuant to clause (a)(i) has occurred: acts of war, sabotage, cyberattacks, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, cyberattacks, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, pandemics or other natural or man-made disasters; (iii) changes attributable to the public announcement, performance or pendency of the transactions (including the impact thereof on relationships with customers, suppliers or employees); (iv) changes or proposed changes in applicable legal requirements, regulations or interpretations thereof or decisions by courts or any governmental entity after the date of the Merger Agreement; (v) changes in applicable accounting principles (or any interpretation thereof) after the date of the Merger Agreement; (vi) general economic, regulatory or tax conditions, including changes in the credit, debt, securities or financial markets (including changes in interest or exchange rates) after the date of the Merger Agreement; (vii) events or conditions generally affecting the industries and markets in which the Choco Up Group Companies operate; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a Choco Up Material Adverse Effect; or (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of the Merger Agreement or (B) taken with the prior written consent of or at the prior written request of Plutus or Merger Sub; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of the Choco Up Group Companies, taken as a whole, relative to similarly situated companies in the industries in which the Choco Up Group Companies conduct their respective operations, then such incremental disproportionate impact may be taken into account (unless otherwise excluded) in determining whether a Choco Up Material Adverse Effect has occurred.

The Merger Agreement contains a number of representations and warranties made by Plutus and Merger Sub that are subject in certain cases to exceptions and qualifications contained in the Merger Agreement, in Plutus’s confidential disclosure schedule delivered to Choco Up concurrently with the execution of the Merger Agreement (the “Plutus Disclosure Letter”), or in certain filings filed or furnished with the SEC. The representations and warranties (subject to their respective qualifications as provided in the Merger Agreement) made by Plutus and Merger Sub to Choco Up include the following, among other things:

Certain of these representations and warranties are qualified as to “materiality” or “Plutus Material Adverse Effect.” For purposes of the Merger Agreement, “Plutus Material Adverse Effect” means any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of the operations of Plutus and its subsidiaries (the “Plutus Group Companies”), taken as a whole; or (b) the ability of Plutus or Merger Sub to consummate the transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a Plutus Material Adverse Effect pursuant to clause (a) has occurred: (i) acts of war, sabotage, cyberattacks, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, cyberattacks, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, pandemics or other natural or man-made disasters; changes attributable to the public announcement, performance or pendency of the transactions (including the impact thereof on relationships with customers, suppliers or employees); (iv) changes or proposed changes in applicable legal requirements, regulations or interpretations thereof or decisions by courts or any governmental entity after the date of the Merger Agreement; (v) changes in applicable accounting principles (or any interpretation thereof) after the date of the Merger Agreement; (vi) general economic, regulatory or tax conditions, including changes in the credit, debt, securities or financial markets (including changes in interest or exchange rates) after the date of the Merger Agreement; (vii) events or conditions generally affecting the industries and markets in which the Plutus Group Companies operate; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a Plutus Material Adverse Effect; or (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of the Merger Agreement or (B) taken with the prior written consent of or at the prior written request of Choco Up; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of the Plutus Group Companies, taken as a whole, relative to similarly situated companies in the industries in which the Plutus Group Companies conduct their respective operations, then such incremental disproportionate impact may be taken into account (unless otherwise excluded) in determining whether a Plutus Material Adverse Effect has

occurred.

Conduct of Business Prior to the Closing

Except (a) as expressly contemplated by the Merger Agreement or any other transaction agreements contemplated by the Merger Agreement,(b) as required by applicable legal requirements, (c) as requested by or consented to in writing by Plutus (which consent shall not be unreasonably withheld, delayed or conditioned), or, (d) as stipulated in the agreed restructuring plan in connection with the Target Restructuring (as defined in the Merger Agreement), during the period from the date of the Merger Agreement until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement (such period, the “Interim Period”), Choco Up (x) shall, and shall cause each of the Choco Up and its subsidiaries (the “Choco Up Group Companies”) to, conduct its business in the ordinary course of business consistent with past practice and in accordance with applicable legal requirements, (y) shall not, and shall cause each of the Choco Up group companies not to:

(i) increase in any manner the compensation or benefits payable, or to become payable to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 20% in the base salary or wage rate of any current employee who has annual base compensation of less than US$100,000 in the ordinary course of business, (B) the payment of annual bonuses and other short- term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative) consistent with past practice, (C) increases of compensation for employees who change jobs, (D) increases of compensation to reflect market adjustments on the basis of objective data and (E) increases of compensation to adjust for gender equity as needed; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business; (iii) establish, adopt, enter into, amend or terminate any collective bargaining agreement, Choco Up’s employee benefit plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a Choco Up’s employee benefit plan if it had been in effect on the date of the Merger Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Choco Up’s employee benefit plan or otherwise; or (v) grant any equity or equity-based compensation awards;

Notwithstanding anything in the Merger Agreement to the contrary, (i) nothing set forth in the Merger Agreement shall give any other party, directly or indirectly, the right to control or direct the operations of any Choco Up Group Company and (ii) nothing set forth in the Merger Agreement shall prohibit, or otherwise restrict the ability of any Choco Up Group Company from paying any Target Transaction Costs (as defined in the Merger Agreement), in each case, prior to the Closing.

Except (a) as expressly contemplated by the Merger Agreement or any other transaction agreements contemplated by the Merger Agreement, (b) as required by applicable legal, requirements, or (c) as requested by or consented to in writing by Choco Up (which consent shall not be unreasonably withheld, delayed or conditioned), during the Interim Period, Plutus (x) shall, and shall cause each of the Plutus Group Companies to, conduct its business in the ordinary course of business consistent with past practice and in accordance with applicable legal requirements, (y) shall not, and shall cause each of the Plutus Group Companies not to:

Notwithstanding anything in the Merger Agreement to the contrary, (i) nothing set forth in the Merger Agreement shall give any other party, directly or indirectly, the right to control or direct the operations of any Plutus Group Company and (ii) nothing set forth in the Merger Agreement shall prohibit, or otherwise restrict the ability of, any Plutus Group Company from paying any Plutus Transaction Costs (as defined in the Merger Agreement), in each case, prior to the Closing.

Proxy statement; Extraordinary general meeting; Lising Application

Plutus has agreed to prepare as promptly as reasonably practicable following the execution of the Merger Agreement with the cooperation and assistance of Choco Up, a proxy statement and other proxy materials reasonably satisfactory to Choco Up (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, Plutus shall, with the cooperation and assistance of Choco Up, prepare and cause to be submitted with the Nasdaq its listing application for the New Class A Shares in connection with the transactions contemplated in the Merger Agreement.

Plutus has agreed to establish a record date (which date shall be agreed with Choco Up) for, duly call and give notice of an extraordinary general meeting of Plutus shareholders (the “Extraordinary general meeting”). Plutus shall convene and hold the Extraordinary general meeting for the purpose of obtaining the approval of the Plutus Shareholder Matters.

No Solicitation

During the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement pursuant to its terms and the Closing, Choco Up shall not, and shall cause its affiliates not to, and shall direct its and its affiliates’ respective employees, agents, officers, directors, managers, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly, other than as contemplated under the Merger Agreement): (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than the parties hereto and their respective Representatives) concerning any merger, consolidation, sale of any material portion of the ownership interests and/or assets of any of the Choco Up Group Companies, recapitalization of any of the Choco Up Group Companies or similar transaction involving any of the Choco Up Group Companies (each, a “Choco Up Business Combination”); (ii) enter into any contract regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Choco Up Business Combination; or (iii) commence, continue, renew or respond to any due diligence investigation regarding a Choco Up Business Combination. Choco Up shall, and shall cause its affiliates to, and shall cause its and its affiliates’ respective Representatives to, immediately cease any and all existing discussions, negotiations or other engagement with any person with respect to any Choco Up Business Combination.

During the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement pursuant to its terms and the Closing, Plutus and Merger Sub shall not, and shall cause their respective affiliates not to, and shall direct each of Plutus and Merger Sub’s and their affiliates’ respective Representatives not to, directly or indirectly, other than as contemplated by the Merger Agreement: (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than the parties to the Merger Agreement and their respective Representatives) concerning any merger, consolidation, sale of ownership interests or assets of the Plutus Group Companies, recapitalization of the any Plutus Group Company or similar transaction involving any Plutus Group Company (each, an “Plutus Business Combination”); (ii) enter into any contract regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Plutus Business Combination; or (iii) commence, continue, renew or respond to any due diligence investigation regarding a Plutus Business Combination. Plutus and Merger Sub shall, and shall cause their affiliates to, and shall cause each of Plutus and Merger Sub’s and their affiliates’ respective Representatives to, immediately cease any and all existing discussions, negotiations or other engagement with any person with respect to any Plutus Business Combination.

Director and Officer Indemnification and Insurance

Plutus agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of any Choco Up Group Company (each, together with such person’s heirs, executors or administrators, an “Choco Up D&O Indemnified Party”), as provided in their respective governing documents, shall survive the Closing and shall continue in full force and effect. For a period of six years following the Closing Date, ListCo shall cause each Choco Up Group Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of its governing documents as in effect immediately prior to the Closing Date, and Plutus shall, and shall cause the Choco Up Group Companies to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Choco Up D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any legal proceedings pending or asserted or any claim made within such period shall continue until the disposition of such legal proceeding or resolution of such claim.

Prior to the Closing, Choco Up shall use its commercially reasonable efforts to obtain a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Choco Up D&O Tail”) or alternatively an annual ongoing directors’ and officers’ liability insurance, in each case, in respect of acts or omissions occurring prior to the Effective Time covering each such person that is a director or officer of a Choco Up Group Company currently covered by Choco Up’s and its affiliates’ directors’ and officers’ liability insurance policies on terms with respect to coverage and amounts as commercially practicable under market conditions at such time.

Plutus agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of Plutus (each, together with such person’s heirs, executors or administrators, an “Plutus D&O Indemnified Party”), as provided in its governing documents, shall survive the Closing and shall continue in full force and effect. For a period of six years from the Closing Date, ListCo shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of ListCo’s governing documents as in effect immediately after the Closing Date, and ListCo shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Plutus D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any legal proceedings pending or asserted or any claim made within such period shall continue until the disposition of such legal proceeding or resolution of such claim.

Prior to the Closing, Plutus shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Plutus D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such person that is a director or officer of Plutus currently covered by Plutus and its affiliates’ directors’ and officers’ liability insurance policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of the Merger Agreement (or as commercially practicable under market conditions at such time) for the six-year period following the Closing.

Reasonable Best Efforts

Each of Plutus, Merger Sub and Choco Up agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in the Merger Agreement to be satisfied; (ii) the obtaining of all necessary waivers, consents, approvals, orders and authorizations from governmental entities and the making of all necessary registrations, declarations and filings with governmental entities, and the taking of all commercially reasonable steps as may be necessary to avoid any legal proceeding against the Merger Agreement or any of the transactions contemplated by the Merger Agreement; (iii) the obtaining of all consents, approvals or waivers from third parties set forth on the Choco Up Disclosure Letter; (iv) the obtaining of all consents, approvals or waivers from third parties set forth on the Plutus Disclosure Letter; (v) the defending of any legal proceeding challenging the Merger Agreement or the consummation of the transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed; and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the transactions.

Each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to, in the case of Choco Up, submit, make or obtain, as applicable, the Target Required Regulatory Approvals (as defined in the Merger Agreement), and, in the case of the Plutus Parties, submit, make or obtain, as applicable, the Plutus Required Regulatory Approvals, and use its reasonable best efforts to assist and cooperate with the other parties in the foregoing efforts. Each party shall, subject to applicable legal requirements, use reasonable endeavours to, (i) timely furnish to such other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the preparation of, application for, or carrying out of any required approval, authorization, consent, order, filing, registration or notification and (ii) keep the other party timely and reasonably informed of any developments, meetings or discussions with any governmental entity in respect of any such approval, authorization, consent, order, filing, registration or notification, including the Plutus Required Regulatory Approvals or the Target Required Regulatory Approvals, as applicable. Notwithstanding the foregoing, Choco Up or Plutus or any of their respective affiliates will not be obligated to accept any conditions, restrictions, undertakings or commitments imposed by a competent governmental entity in connection with any Target Required Regulatory Approval or Plutus Required Regulatory Approval (as defined in the Merger Agreement) that would have a material adverse effect on the ability of such person to continue to conduct its business following the Closing substantially in the manner conducted in the 12-month period prior to the date of the Merger Agreement.

Other Agreements

Pursuant to the Merger Agreement, the parties have also agreed to certain additional covenants relating to, among others, the following:

Conditions to the Merger

Conditions to Obligations of Each Party’s Obligations

The respective obligations of each of Plutus, Merger Sub and Choco Up to effect the Merger and the other transactions contemplated under the Merger Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing:

Additional Conditions to Obligations of Choco Up

In addition, the obligations of Choco Up to consummate and effect the Merger and the other transactions contemplated under the Merger Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing, any of which may be waived, in writing, exclusively by Choco Up:

Additional Conditions to the Obligations of Plutus and Merger Sub

In addition, the obligations of Plutus and Merger Sub to consummate and effect the Merger and the other transactions contemplated under the Merger Agreement shall be subject to the satisfaction of each of the following conditions as of the Closing, any of which may be waived, in writing, exclusively by Plutus:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Closing:

In the event of the termination of the Merger Agreement as provided above, the Merger Agreement shall be of no further force or effect and the transactions contemplated under the Merger Agreement shall be abandoned, except for and subject to the following: (i) the Merger Agreement’s provisions regarding confidentiality, communications plan, access to information, notice of termination, effect of termination, termination fees and certain general provisions shall survive the termination of the Merger Agreement; and (ii) nothing in the Merger Agreement shall relieve any party from liability for any intentional breach of the Merger Agreement or fraud.

Expenses

Following the Closing, ListCo shall pay or cause to be paid all Target Transaction Costs (as defined in the Merger Agreement), Mutual Transaction Costs (as defined in the Merger Agreement) and Plutus Transaction Costs (as defined in the Merger Agreement) to the extent unpaid as of the Closing Date. For the avoidance of doubt, to the extent that any such Transaction Costs have been paid prior to the Closing Date, following the Closing, Plutus shall reimburse each applicable payor for the amount of such paid Transaction Costs.

Following any termination of the Merger Agreement without the Closing having occurred, 25% of all Transaction Costs should be borne by Plutus and the remaining 75% of all Transaction Costs should be borne by Choco Up.

Except as otherwise expressly provided in the Merger Agreement or the other transaction documents, whether or not the transactions are consummated, each party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of the Merger Agreement and the transaction documents and the consummation of the transactions.

Other Remedies; Specific Performance

Except as otherwise provided in the Merger Agreement, prior to the Closing, any and all remedies therein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

Each of the parties shall be entitled to enforce specifically the terms and provisions of the Merger Agreement in any court having jurisdiction and immediate injunctive relief to prevent breaches of the Merger Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

The existence of any other remedy contemplated by the Merger Agreement does not diminish the availability of specific performance of the obligations thereunder or any other injunctive relief. Each party further agrees that in the event of any action by any other party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

For the avoidance of doubt, under no circumstances shall (i) Plutus be permitted or entitled to receive both (A) a grant of injunction, specific performance or other equitable relief that results in a Closing and (B) monetary damages, or (ii) the Target be permitted or entitled to receive both (A) a grant of injunction, specific performance or other equitable relief that results in a Closing and (B) monetary damages.

Amendments; Extension; Waiver

The Merger Agreement may be amended by the parties at any time by execution of an instrument in writing signed on behalf of each of the parties.

At any time prior to the Closing, Plutus (on behalf of and only with respect to Plutus and Merger Sub) or Choco Up may, to the extent not prohibited by applicable legal requirements: (a) extend the time for the performance of any of the obligations of another party; (b) waive any inaccuracies in the representations and warranties made by another party contained in the Merger Agreement or in any document delivered by another party pursuant thereto; and (c) waive compliance with any of the agreements or conditions contained in the Merger Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under the Merger Agreement shall not constitute a waiver of such right.

VOTING AGREEMENT

The following is a summary of the material terms and conditions of the Voting Agreement. This summary may not contain all the information about the Voting Agreement that is important to you. This summary is qualified in its entirety by reference to the Voting Agreement attached as Annex D to, and incorporated by reference into, this proxy statement.

Concurrent with the execution of the Merger Agreement, the Undertaking Shareholders who collectively hold 10,320,000 PLUT Shares, representing approximately 67.23% of the total voting power of the Company as of the date of this proxy statement, have entered into the Voting Agreement, agreeing to vote or cause to be voted all securities of Plutus he, she or it beneficially owns (the “Voting Shares”) in favor of the Plutus Shareholder Matters and any proposal to adjourn or postpone such meeting of shareholders of PLUT to a later date if there are not sufficient votes to approve Transactions (including the Merger).

The Undertaking Shareholders also agree to vote or cause to be voted the Voting Shares against (A) any proposal or offer from any person (other than Choco Up or any of its affiliates) concerning a Plutus Business Combination; (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Plutus under the Merger Agreement; and (C) except as contemplated by the Voting Agreement and the other transaction agreements contemplated by the Merger Agreement, any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions (including the Merger) or the fulfillment of Plutus’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Plutus (including any amendments to its governing documents), including, without limitation, any action that would require the consent of Choco Up pursuant to the Merger Agreement, except if approved in writing by Choco Up.

Transfer Restrictions

Each Undertaking Shareholder agrees that during the term of the Voting Agreement, such Undertaking Shareholder will not, directly or indirectly, transfer (including by operation of law), sell, tender, grant, offer, exchange, assign, pledge, charge, create any lien on, or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), or encumber or create or permit to exist any lien on (“Transfer”) any of his, her or its Voting Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of his, her or its Voting Shares or such Undertaking Shareholder’s voting or economic interest therein. Any attempted Transfer of Voting Shares or any interest therein in violation of this section shall be null and void. This section shall not prohibit a Transfer of Voting Shares by any Undertaking Shareholder to (a) any investment fund or other entity controlled or managed by or under common management or control with such Undertaking Shareholder or affiliates thereof, (b) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of such Undertaking Shareholder, or (c) if such Undertaking Shareholder is a corporation, limited liability company, partnership, trust or other entity, any stockholder, member, partner or trust beneficiary as part of a distribution; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, satisfactory in form and substance to Plutus and Choco Up to be bound by all of the terms of the Voting Agreement as an Undertaking Shareholder.

Termination

The Voting Agreement terminates automatically upon the earlier to occur of (a) the Closing and (b) the date on which the Merger Agreement is terminated for any reason in accordance with its terms. Upon termination of the Voting Agreement, no party shall have any further rights, obligations or liabilities under the Voting Agreement; provided, that nothing shall relieve any party of liability for any breach of the Voting Agreement occurring prior to termination and certain provisions shall survive any termination of the Voting Agreement.

PROPOSAL II: THE AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION PROPOSAL

The Amendment of Memorandum and Articles of Association Proposal would amend and restate ListCo’s existing memorandum and articles of association by their deletion in their entirety and the substitution of in their place of the amended and restated memorandum and articles of association of ListCo in the form attached as Annex C to the accompanying proxy statement, with effective immediately prior to the Effective Time.

Required Vote

Approval of the Amendment of Memorandum and Articles of Association Proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT PLUTUS SHAREHOLDERS VOTE “FOR”

PROPOSAL II, THE AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION PROPOSAL.

PROPOSAL III: THE NAME CHANGE PROPOSAL

The Name Change Proposal would change the name of the Company from “Plutus Financial Group Limited” to “Choco Up International Holdings Limited” effective immediately prior to the Effective Time.

Required Vote

Approval of the Name Change Proposal requires at majority of not less than two-thirds of votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT PLUTUS SHAREHOLDERS VOTE “FOR”

PROPOSAL III, THE NAME CHANGE PROPOSAL.

PROPOSAL IV: THE VARIATION OF SHARE CAPITAL PROPOSAL

The Various of Share Capital Proposal would, subject to and conditional upon the Merger becoming effective, effective immediately prior to the Effective Time, vary the authorized share capital of the Company as follows:

Required Vote

Approval of the Variation of Share Capital Proposal requires a majority of not less than two-thirds of the votes cast by Plutus shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT PLUTUS SHAREHOLDERS VOTE “FOR”

PROPOSAL IV, THE VARIATION OF SHARE CAPITAL PROPOSAL.

PROPOSAL V: THE ISSUANCE OF MERGER CONSIDERATION PROPOSAL

The Issuance of Merger Consideration Proposal would, subject to and conditional upon the Merger becoming effective, authorize and approve the issuance of the Merger Consideration at the Effective Time to holders of ordinary shares of the Target issued and outstanding.

Required Vote

The approval of the Issuance of Merger Consideration Proposal requires not less than two-thirds of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT PLUTUS SHAREHOLDERS VOTE “FOR”

PROPOSAL V, THE ISSUANCE OF MERGER CONSIDERATION PROPOSAL.

PROPOSAL VI: THE GENERAL AUTHORIZATION PROPOSAL

The General Authorization Proposal would authorize Tin Kin Cheung, a director and the CEO of the Company, to do all things necessary to give effect to the Merger Agreement, the plan of merger, and the transactions contemplated by the Merger Agreement and the plan of merger, including the Merger and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of M&A and the Issuance of Merger Consideration.

Required Vote

Approval of the General Authorization Proposal requires a simple majority of the votes cast by Plutus shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT PLUTUS SHAREHOLDERS VOTE “FOR”

PROPOSAL VI, THE GENERAL AUTHORIZATION PROPOSAL.

PROPOSAL VII: THE ADJOURNMENT PROPOSAL

The Adjournment Proposal would authorize the chairperson of the extraordinary general meeting to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies in the event that, at the extraordinary general meeting, insufficient proxies are received in favor of the Merger Proposal, the Amendment of Memorandum and Articles of Association Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Issuance of Merger Consideration Proposal and the General Authorization Proposal at the extraordinary general meeting before any vote is taken thereon. If the Adjournment Proposal is approved, we will be able to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies to approve the Merger Proposal, the Amendment of Memorandum and Articles of Association Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Issuance of Merger Consideration Proposal and the General Authorization Proposal. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment of the extraordinary general meeting, you may do so.

Vote Required for Approval

The approval of the Adjournment Proposal requires a simple majority of the votes cast by Plutus shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

PLUT Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting. PLUT Shares for which the votes at the extraordinary general meeting will be counted as present for purposes of determining the existence of a quorum.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT PLUTUS SHAREHOLDERS VOTE “FOR”

PROPOSAL VII, THE ADJOURNMENT PROPOSAL.

INFORMATION ABOUT CHOCO UP

Corporate History and Structure

Founded in 2018, Choco Up is a Singapore-headquartered fintech company specializing in revenue-based financing for digital and growth-stage businesses. Choco Up successfully completed its proof of concept in its founding year, demonstrating the viability of its technology-driven funding model. Choco Up has demonstrated a proven track record of organic growth, as evidenced by the following corporate milestones:

Company Vision

To empower a million digital businesses to achieve tenfold growth by making funding accessible to all, offering flexible financing options that facilitate growth without the constraints of traditional loans.

Company Mission

To empower entrepreneurs by providing flexible financing options and growth solutions that allow businesses to scale without diluting ownership.

Overview

Headquartered in Singapore, Choco Up is a leading growth and fintech platform specializing in growth capital financing in Asia Pacific. Choco Up offers easy-to-access, non-dilutive and flexible financing options for businesses at different growth stages, covering startups, growth-phase, established and public companies. It addresses its customers’ funding needs through a suite of tailored financing solutions enabled by its market insights and data-driven platform.

Since the launch of its platform in 2018, Choco Up has successfully funded more than 700 clients, supporting growth-stage companies across diverse industries. To date, the total funding amount has exceeded US$200 million.

Choco Up purchases a predetermined amount of the customer’s future receivables. In return, the customer disburses a specified fixed percentage of their cash inflow on a regular basis (e.g. daily, weekly or monthly) to Choco Up, which includes repayment of the purchase price and the service fees charged by Choco Up. The service fee rate is determined on a case-by-case basis, taking into account factors such as geographic market, funding amount, repayment period, amount of future receivables, as well as customer’s business sector, stage of business, risk profile and track record. This model allows customers to access funding in a timely manner without constraints of traditional financing, while Choco Up generates revenue through the difference between the purchase price and the total receivables collected.

Prior to 2022, Choco Up engaged business with counterparts across more than ten countries, establishing a broad international footprint. Since 2023, the company strategically realigned to focus to deepen market presence in Singapore, Hong Kong, Australia and Malaysia. The strategic move shows Choco Up’s commitment to localizing its offerings and concentrating resources to deliver differentiated financing and growth products tailored to the unique needs of each market.

The following table sets forth a summary of the percentage of its service fees generated across the different regions where it operated for the year ended December 31, 2023, and December 31, 2024, respectively.

Choco Up understands that businesses have unique financial needs based on their scale of operations and growth trajectories. It empowers startups, retailers, and other small to medium companies (SMEs) to expand their businesses with immediate access to financing that may not be readily available from traditional financing options. Choco Up’s funding model enables them to access capital without the need for equity dilution or the burden of providing collaterals or adhering to inflexible payment schedules typically associated with conventional debt financing.

Choco Up’s diverse range of financing solutions is designed to empower businesses at various stages, ensuring they have the necessary resources to thrive. Below is an overview of its key offerings:

Choco Up’s financing solutions are powered by its robust data-driven fintech platform, designed to leverage data analytics and extensive integration to automate and streamline its operations, while ensuring robust credit control and risk management. At the core of this system is Choco Up’s proprietary digital funding infrastructure, which enables fast, automated applications and minimizes administrative overhead. The platform incorporates sophisticated credit modeling capabilities that leverage big data intelligence, integrating both quantitative and qualitative metrics for a comprehensive assessment of clients’ recoverability and business performance. By employing robotic process automation and artificial intelligence, Choco Up enhances its credit assessment efficiency and significantly reduces the likelihood of underperforming deals. With end-to-end automation embedded across pre- and post-funding stages, Choco Up’s technology enables proactive risk management, safeguards deal integrity, and supports the reliable delivery of tailored financing solutions. Additionally, Choco Up mitigates risks by requiring customers to provide personal or corporate guarantees, and typically requires customers to give instructions to relevant payment gateways to authorize them to pay future receivables to Choco Up directly until the total purchase price is fully repaid.

In addition to direct financing, Choco Up empowers its customers through a wide range of business growth solutions offered in collaboration with a network of trusted partners. Choco Up has established strategic partnerships with various service providers, including payment platforms, corporate SaaS tools, and marketing, logistics and financial advisory services. These collaborations, particularly through Choco Up’s Uplift solution and strategic partnerships with e-commerce platforms and payment solution providers, provide diverse resources that support growth for its customers. Choco Up’s cornerstone initiative, Uplift, enables merchants to embed the financing solutions of Choco Up into their product offerings. This integration enhances accessibility and delivers flexible payment alternatives to B2B customers, fostering improved customer acquisition and retention. Through the strategic partnerships, it allows Choco Up to access direct sales data from online marketplaces and gain valuable insights. In addition, Choco Up’s partnerships with payment providers also streamline its repayment processes through direct revenue-sharing models, easing cash flow management for clients. This comprehensive ecosystem, empowers Choco Up’s clients and partners to drive sustainable growth and thrive even in the competitive landscape.

Industry Overview

Choco Up has strategically positioned its business to capitalize on significant market opportunities with the booming digital economy in Southeast Asia, which was projected to reach US$330 billion in GMV by 2025, growing at a CAGR of 20% from 2022 to 2025, according to the Global SME Finance Forum 2019. Digital merchants, particularly in sectors like e-commerce, travel, food and transport, and online retail, are expected to become substantial users of digital financing services. According to e-Conomy SEA, a joint research by Google, Temasek and Bain & Company, financing to be provided through digital channels in Southeast Asia is estimated to grow to US$600 billion by 2030, with a CAGR of over 23%.

Choco Up provides a suite of alternative financing solutions tailored to the diverse needs of businesses, particularly e-commerce merchants and SMEs. By offering different financing solutions, Choco Up caters to a broader range of businesses, addressing their unique financial needs. According to PayNXT360, the global alternative lending market is experiencing robust growth, with projections indicating an annual expansion rate of 12.4%, reaching approximately US$743.2 billion in 2024. This upward trajectory reflects a strong medium to long-term growth potential, with alternative lending adoption projected to maintain a CAGR of 8.6% from 2024 to 2028, ultimately increasing the market size from US$661.4 billion in 2023 to over US$1 trillion by 2028.

Amid the rapid evolution of the global alternative lending landscape, revenue-based financing is gaining prominence as an innovative and flexible capital-raising solution. The revenue-based financing model provides funds in exchange for a percentage of the target recipient companies’ revenue until a predetermined amount, including the capital and a flat fee, is repaid. According to TBRC Business Research, the global revenue-based financing market has seen remarkable growth, expected to surge from $3.38 billion in 2023 to $25.94 billion in 2027, reflecting an extraordinary CAGR of 66.4%.

In the Asia Pacific region, alternative lending is also on the rise, with expectations of an 11.3% annual growth rate, reaching US$333.1 billion in 2024, according to PayNEXT360. The region’s alternative lending market is anticipated to grow steadily, with a CAGR of 8.2% from 2024 to 2028, increasing from US$299.4 billion in 2023 to US$455.8 billion by 2028. This sustained growth is fueled by increasing demand for flexible financing solutions, particularly among digital merchants in sectors like e-commerce, travel, and online retail. As the digital economy continues to expand, businesses are increasingly embracing alternative financing options, including revenue-based financing, to meet their capital needs and fuel growth initiatives.

Choco Up’s Strengths

Choco Up believes the following competitive strengths have contributed to its success and distinguish it from its competitors:

Fast and flexible financing solutions for immediate business needs

Non-dilutive financing with no equity or collateral needed

Versatile, tailored offerings catered to a diverse range of customers

Advanced analytics for enhanced operational efficiency and risk management

Collaboration with growth solution providers that optimizes business growth

Choco Up’s Strategies

Choco Up believes that the following strategies and drivers will fuel its continued growth:

Diversify product portfolio

Expand customer base and access new markets

Further invest in enabling technologies

Collaborate with more strategic partners to better serve Choco Up’s customers

Product Offerings

Choco Up offers a comprehensive suite of flexible financing solutions that are readily accessible and designed to meet the diverse needs of its customers. Choco Up’s funding options allow customers to pay back with a fixed percentage of their revenue without the need for equity dilution or collateral.

Backed by a streamlined digital application process, Choco Up’s platform ensures quick and hassle-free access to capital, allowing eligible businesses to receive funding in as fast as 24 hours. This combination of speed, simplicity, and non-dilutive terms empowers Choco Up’s clients to focus on growth without compromising ownership or operational agility.

Through its financing solutions, Choco Up’s customers can secure funding based on a thorough evaluation of their business through Choco Up’s system. Below is a step-by-step overview of Choco Up’s funding process:

Financing Products

Upstart

Upstart is Choco Up’s flagship revenue-based financing solution tailored for asset-light merchants. Choco Up offers flexible, non-dilutive growth capital, which enables them access to meaningful funding, empowering businesses to invest freely in areas they believe will drive growth—whether that’s marketing, inventory, product development, or market expansion. Upstart offers flexible payment solutions tailored to the cash flow patterns of asset-light merchants. Customers repay funding through a fixed percentage of their revenue, ensuring payments scale in alignment with business performance. The funding tenure typically spans four to seven months, with fees applied on a risk-adjusted basis—providing affordability and adaptability to businesses with limited assets or variable income streams. Upstart sets to provide funding of up to US$100,000 without requiring any equity, which is catered to meet the needs of small-scale investments or short-term growth projects.

Choco Up’s Upstart solution contributed over 70% of its total net revenue for the years ended December 31, 2023 and 2024, respectively.

Upfront

Upfront is Choco Up’s trade and invoice financing solution tailored for more mature merchants seeking to accelerate expansion. It allows customers to turn non-due invoices into immediate capital. Leveraging Choco Up’s proprietary credit assessment framework, merchants gain access to flexible payment terms, enabling them to replenish inventory, support sales growth, and broaden market coverage without delay. Customers are assigned a credit threshold based on Choco Up’s internal credit policies, and upon account creation on Choco Up’s platform, it may then upload invoices through Choco Up’s platform. Buyer credit limits are automatically determined using Choco Up’s risk models, and invoices are accepted seamlessly via API integration. Upon reaching the invoice due date, buyers remit payments directly to Choco Up. In cases of buyer default, Choco Up’s third-party insurance solution covers up to 90% of the claimed loss—significantly mitigating financial exposure. Upfront provides a streamlined and secure funding channel to support ambitious merchants looking to strengthen liquidity and drive sustainable growth. Choco Up’s customers are given a fixed payment option with a tenure of one to three months.

Uplift

Uplift is Choco Up’s embedded financing solution, designed for merchants seeking to accelerate business development through strategic growth initiatives. When a customer requests funding via Uplift, the financing is seamlessly embedded within Choco Up’s partners’ growth solutions—directly routed to the service provider—allowing merchants to acquire critical tools and services with enhanced financial flexibility. Merchants benefit from a range of payment options, including both flexible and fixed repayment structures. Tenure periods can vary from one to twelve months, providing high adaptability to accommodate diverse operational and budgeting needs. This tailored approach empowers businesses to invest in growth without upfront financial strain.

Choco Up’s Uplift solution accounted over 20% of its total net revenue for the years ended December 31, 2023 and 2024, respectively.

Tools and software products

Virtual Wallet

Virtual Wallet is a tool on Choco Up’s platform that automates Choco Up’s customers’ repayment process by leveraging the technological infrastructure of third parties, any data obtained is safeguarded by their corresponding IT infrastructures. Customers who use Choco Up’s products may choose to set up their own Virtual Wallet accounts. All of their sales from different channels are deposited daily into their virtual bank accounts under Virtual Wallet. For customers utilizing Choco Up’s Upstart product, repayments are processed in real time by charging the pre-agreed percentage from each incoming deposit directly to Choco Up’s account. Customers can retain surplus funds within their Virtual Wallet or initiate transfers to their designated corporate bank accounts at any time. At the end of each day, Choco Up provides a comprehensive digital invoice and summary outlining the automated fund repayment Choco Up receives, as well as the underlying revenue transactions.

Use of the Virtual Wallet is optional for Choco Up’s customers. Those who prefer to operate through their own corporate bank accounts may do so without restriction. In such cases, the pre-agreed repayment amount is automatically retrieved in real time via electronic direct debit to Choco Up’s account.

API Integration System

Choco Up’s platform integrates a wide range of customer data—including, but not limited to, sales and marketing metrics, cash flow details, payment records, and accounting information—to power up predictive modeling and support robust credit decision-making. The incorporation of alternative data enhances Choco Up’s ability to assess customer resilience, monitor business health, and deliver tailored financing solutions. Many of the digital merchants that Choco Up works with operate via online e-commerce platforms and payment gateways. Upon signing up for funding, they authorize us to access store level data, including, but not limited to, sales volume and average order value, via a direct application programming interface (API) plug-in integrated with their respective platforms. Through the API integration system, calculations and fund deductions are performed in real time basis based on actual revenue inflows. Continuous access to operational data allows us to track merchant growth, identify early signals of risk, and optimize financing strategies dynamically.

Ecosystem and Partners

Choco Up’s ecosystem consists of its proprietary platform, customers, and business partners, which is a dynamic and interconnected network that provides essential services for the expansion of Choco Up’s customers’ businesses. Choco Up has strategically partnered with trusted key value-chain partners across different industries and offerings to deliver a suite of curated business growth services, enhancing its customers’ operational capabilities. These partnerships are integral to Choco Up’s ecosystem, ensuring holistic and integrated support that spans all aspects of their business operations. Choco Up leverages its partners’ infrastructure to automate and enhance its platform and technology, particularly its funding solutions. By utilizing their infrastructure, Choco Up is able to automatically collect the pre-agreed fund amount from its customers’ revenue without requiring further action from them, creating a seamless user experience and reducing the chances of non-performance. In addition, Choco Up is also working on the development of integrated solutions where its financing products will be available within its partners’ dashboards, offering their customers pre-approved financing options from Choco Up.

After identifying the unique business profiles and growth opportunities of its customers, Choco Up conducts targeted analysis to match them with strategic partners suited to support their development. Choco Up’s customers benefit from access to a comprehensive suite of operational and value-add solutions, including e-commerce platforms, logistics and shipping solutions and revenue optimization tools, in order to foster the fundamental infrastructure of their business. These partner services extend into promotional campaigns and strategic advisory, guiding Choco Up’s clients through critical growth milestones. Choco Up further enhances customer value by offering discounted or preferential rates when engaging with its ecosystem partners, boosting their ability to expand and grow revenue. Beyond products and services, Choco Up fosters a vibrant entrepreneurial community through exclusive founders-only events and networking forums. These gatherings promote peer-to-peer learning, collaboration, and industry-specific support in a dynamic, growth-oriented environment. Additionally, Choco Up implements a rewards program designed to incentivize customer loyalty and retention. By rewarding continued engagement and successful milestones, Choco Up strengthens its ecosystem’s long-term sustainability and mutual success.

Choco Up’s strategic partners gain access to a wide and expanding market through its financing solutions, which unlock large-scale sales opportunities. This does not only amplify the benefits for Choco Up’s customers by enriching Choco Up’s service offerings but also reinforces a mutually beneficial relationship with Choco Up’s partners alongside the network expansion. In addition, Choco Up’s financing products support the growth of Choco Up’s partners’ customers, helping them to grow their sales through marketing, inventory replenishment and cross-border expansion. To further incentivize collaboration, Choco Up also offers referral fee and profit-sharing schemes with its partners, that foster mutual gains. As Choco Up forges more partnerships, this ecosystem grows stronger, driving compounding value and collective success for all parties involved.

Customers

Choco Up offers its financing solutions to a range of businesses, mainly comprising of e-commerce and digital service providers. Through its consistent cooperation with them, Choco Up has established a strong reputation in the industry which encourages business opportunities to attract potential customers. The table below presents a summary of the customers Choco Up works with as of December 31, 2024.

Branding, Marketing and Business Development

Choco Up has implemented various marketing initiatives to elevate brand awareness and promote its financing solutions. As of December 31, 2024, Choco Up had a team of twenty-four (24) business development employees and four (4) marketing employees.

Choco Up’s business development team plays a central role in driving Choco Up’s business growth through a strategic focus on inbound lead engagement, relationship management, and cross-functional collaboration. Choco Up’s business development team engages with prospective clients and nurtures long-term relationships, and works closely with marketing and product teams to align strategies. By leveraging data insights, they are able to optimize efforts to improve conversion rates and drive revenue growth. Their emphasis on maintaining existing business relationships and collaborating with other internal teams helps to expand Choco Up’s customer base and sustain Choco Up’s business growth.

Choco Up’s brand image is continually reinforced by the compelling success stories of Choco Up’s customers who have thrived with the support of Choco Up’s innovative financing and growth solutions. Choco Up actively showcases these compelling case studies through a mix of channels such as social media, newsletters, blogs, and industry events, amplifying their achievements and highlighting the positive impact to its services have brought to their businesses. By spotlighting measurable outcomes and authentic testimonials, Choco Up fosters confidence in its brand and inspires prospective clients to envision their own growth journey with Choco Up. Choco Up’s commitment to transparency and customer success is reflected in Choco Up’s efforts to spotlight these testimonials, cultivating trust and credibility within Choco Up’s community and beyond.

Choco Up has introduced a number of initiatives to enhance its brand reputation, including the building of its own social media channels which are updated regularly to establish a strong digital presence, thereby attracting its targeted customers who primarily engage in e-commerce. Choco Up also leverages social media to spotlight new partnerships and elevate its CEO’s profile, attracting more investors and partners. For example, in December 2024, Choco Up’s CEO was interviewed by The Peak’s in their article regarding Singapore’s Top 10 business leaders; Choco Up’s recent partnership with Gen AI in July 2024 was published by e27 and China Business News; and Choco Up’s partnership with First Page Digital in November 2023 was published by MENAFN. In addition, Choco Up collaborates with early partners to share the story of its company at their events, increasing brand visibility within its targeted audience.

Choco Up regularly hosts lead generating and networking events, which create meaningful in-person experiences for its customers and partners and allow them to connect with its team. This strengthens and fosters mutual trust, a critical factor in client decision-making. Choco Up partners with e-commerce platforms to collaborate on various sales and marketing initiatives. In addition, Choco Up also organizes co-branded marketing activities both online and offline with its partners whose solutions complement Choco Up’s, attracting and converting customers.

Risk Management

Choco Up has built a disciplined and comprehensive process to effectively mitigate risks. Its underwriting process leverages a unique framework that designed specifically for enhancing its credit assessment capabilities through five key sources in the gathering of information:

Choco Up’s management team is comprised of seasoned professionals with extensive expertise in risk management. Their specialized knowledge enables Choco Up to proactively identify, assess, and mitigate potential risks, as well as integrate risk management principles into Choco Up’s strategic decision-making process. Choco Up’s credit and risk team as well as compliance and legal team are responsible for the underwriting process, the teams are comprised of seven (7) and two (2) members, respectively. They assess the credit risk for each of Choco Up’s customers in accordance with internal guidelines which set forth their respective approval rights regarding specified products. A strong collection function serves as one of the key risk management measures. Choco Up applies a data-driven and customer-centric strategy across all stages of deals. The collections function is aligned with Choco Up’s overall risk appetite to ensure compliant and efficient recovery efforts. Specifically, Choco Up’s compliance and legal team is responsible for continuously monitoring and assessing operational risks, ensuring all internal and external documentation complies with applicable policies and regulations.

Though its financing products are flexible, Choco Up imposes certain requirements on its customers to enhance its credit control and risk management. To qualify, potential customers must be in business for at least six months, achieve monthly sales of at least US$10,000, and operate primarily in Singapore, Hong Kong, Australia, or Malaysia. In addition, Choco Up uses proprietary algorithms to determine funding offers based on its potential customers’ revenue and transaction data, ensuring fair and transparent fee structures, thereby calculating predictable repayment terms. In addition, Choco Up mitigates the risks by requiring customers to provide personal or corporate guarantees, and typically requiring customers to give instructions to relevant payment gateways to authorize them to pay future receivables to Choco Up directly until the total purchase price is fully repaid.

The key steps of Choco Up’s risk management process are set out below:

Information Gathering

Prior to the allocation of funds, Choco Up starts its underwriting process by gathering information on its customers. These include (i) basic business details such as company name, registration number, and contact information; (ii) official business registration documents which it then verifies; (iii) financial statements, credit reports, and third-party data that helps to assess its customer’s financial health; (iv) research on the customer’s industry reputation through reviews, news articles, and reports; (v) verification of customer’s past legal issues or sanctions to ensure legal compliance; (vi) gathering of feedback from its customer’s clients to gauge their experiences and satisfaction; (vii) conducting background checks on key personnel to ensure their professional records are clean; and (viii) site visits are conducted to verify operations and meet key personnel when necessary.

Data Analysis

Once relevant data is collected from integrated platforms and supplemental submissions, Choco Up initiates a comprehensive analysis to evaluate customer eligibility for its financing solutions. This assessment leverages a combination of quantitative and qualitative methodologies to form a well-rounded understanding of each applicant’s resilience and financial health, including:

Thereafter, Choco Up’s team will create a preliminary credit model based on the customer’s bank and financial statements and other operational information gathered. This preliminary credit model will help determine a proposed funding amount for the customer and screen out those with weak cash flow performance.

API Integration

If the client accepts Choco Up’s proposed funding terms, the credit model team runs a comprehensive credit model using the collected dataset. If the client has an online platform, they will connect via API to share sales and marketing data and authorize Choco Up to access their authentic data directly. Choco Up’s platform supports API connections with various sales channels, payment channels, as well as analytics platforms. If Choco Up’s client operates any of these platforms, they are welcome to connect it to Choco Up’s platform via API. However, if they do not operate their business on these platforms, Choco Up can also conduct assessments on their operating results through obtaining relevant documentations or financial statements.

Direct Payment Mechanism

Choco Up’s customers are typically required to give instructions to relevant payment gateways to authorize them to pay future receivables to Choco Up directly until the total purchase price is fully repaid.

Continuous Monitoring

Once funding is provided to its customers, Choco Up monitors their business performance through its proprietary platform, which integrates real-time data. This platform tracks key performance indicators and financial health, enabling proactive decision-making by identifying trends and risks early on. It also supports Choco Up’s collections team in managing repayments and reducing defaults. For underperforming companies, a dedicated customer success team works closely with them to address challenges and develop tailored growth strategies. This integrated approach ensures continuous monitoring and drives the sustained success of Choco Up’s portfolio companies.

Adverse Events

In the adverse event that Choco Up’s customers’ earnings are below expectations and they are struggling to meet their payment obligations. Choco Up’s remedial measures are as set out below:

However, in the rare event that its customer wishes to terminate their business, Choco Up has adopted relevant measures to protect parties involved. Its remedial measures are as set out below:

Data and Privacy

Choco Up collects data from its potential customers primarily for the purpose of conducting credit assessments. Potential scope of data collection includes, but not limited to, the number of orders, number of customers, revenue, refunds, Virtual Wallet transactions, and direct debit collections. The scope of data collection is reviewed regularly to align with its business and R&D needs. Choco Up collects both real-time data as well as data that are synchronized on a scheduled basis. Real-time data are primarily from its Virtual Wallet transactions, which are made available by web hooks and/or callbacks from user actions. Data that are synchronized on a scheduled basis are primarily from third-party e-commerce and marketing platforms, through scheduled API calls that are integrated to the corresponding platforms and services to retrieve the relevant data. Data collected are stored in Choco Up’s database through the AWS Simple Storage Service.

Choco Up treats all information it collects as confidential. It does not disclose any information gathered whether from customers or any third party unless such disclosure is approved by the data subjects. Choco Up has implemented adequate and appropriate electronic, physical, and managerial measures to safeguard and secure its data assets, including the implementation of Amazon Web Service. Through its application, data will be encrypted in transit using SSL and encrypted in storage through the functionality of its integrated database. Credentials will be hashed before storage. When sharing data externally, customers are required to grant access to Choco Up and agree to its privacy policy and terms of use.

Choco Up’s electronic measures include:

Choco Up’s Virtual Wallet incorporates several additional safeguards to prevent potential financial losses as a result of hacking. It salts and one-way hash passwords using SHA-256, ensuring that they are irreversible. Only senior backend developers on Choco Up’s technical team have access to the database, and their accounts are secured by two layers of protection—AWS IAM and native database access controls. In addition, Choco Up relies on the IT infrastructure of third-party Fintech companies to further safeguard relevant data. Choco Up’s physical measures include conducting regular data backups in secured, off-site locations to ensure the protection of important information. Choco Up’s managerial measures include the hosting of regular employee training sessions to educate them on data security policies and best practices; the development of a regularly updated incident response plan in the event of a breach, which aims to address data breaches and other security incidents; as well as regular internal reviews to ensure that Choco Up’s data security policies comply with relevant laws and regulations.

Choco Up’s technology team plays a key role in overseeing information security and data security. They conduct regular vulnerability assessments of Choco Up’s technology infrastructure and ensure appropriate data protection measures are in place. As of the date of the Proxy Statement, Choco Up has not experienced any cyberattacks, data breaches, or loss of confidential user data.

Regulatory and Compliance

Choco Up operates across multiple jurisdictions within a complex and rapidly evolving regulatory environment and are subject to a wide range of laws and regulations. Choco Up primarily operates its business in Singapore, Hong Kong, Australia and Malaysia, and is thus subject to laws and regulations in these jurisdictions.

Choco Up purchases a predetermined amount of the customer’s future receivables. In return, the customer disburses a specified fixed percentage of their cash inflow on a regular basis (e.g. daily, weekly or monthly) to Choco Up, which includes repayment of the purchase price and the service fees charged by Choco Up. This model allows customers to access immediate funding without traditional debt obligations, while Choco Up generates revenue through the difference between the purchase price and the total receivables collected. Choco Up believes it is not required to obtain any money-lending licenses in the key jurisdictions where it operates, including Hong Kong, Singapore and Malysia, as advised by its local counsel in these jurisdictions. Additionally, under Australian law, operating money-lending business does not require a license, therefore Choco Up is not obligated to obtain the money-lending license to conduct its business in Australia.

To ensure regulatory compliance, Choco Up has implemented the following internal control measures:

Research and Development

Choco Up is committed to the continual development and enhancement of its technologies. Choco Up focuses on the application of big data and artificial intelligence, leveraging AI agents to enhance its data analytics, credit assessment and risk management processes, which enables a more accurate and efficient underwriting process.

Choco Up focuses on several key initiatives to improve efficiency and product differentiation. In terms of technology development, Choco Up is working on (i) migrating its system to Infrastructure as Code (IaC), which will streamline cloud infrastructure updates, enhance stability, and support system continuity; (ii) optimizing its integration frameworks to enhance efficiency and deliver better outcomes; (iii) revamping its framework to reduce maintenance and deployment costs through the minimization of manual work; and (iv) enhancing its credit efficiency through AI agents development and various tools, from automating document data extraction to generating and summarizing opinions, thereby creating data-driven and prompter decision making thus accelerating customer acquisition. In terms of underwriting and credit assessment process improvement, Choco Up focuses on the combination of financial modeling, real-time analytics, and machine learning to improve risk analysis. In terms of product development, Choco Up is in the process of automating its invoicing process and improving its payment infrastructure to enhance its collection capabilities, which ensures timely payments from customers. Such R&D outcomes will be modularized and launched as new product features for external market use, which will be available to the market as a possible income stream.

Choco Up’s R&D process typically begins with the identification of a user requirement by any of Choco Up’s internal teams. Once the requirement is recognized, it is analyzed collaboratively by a business analyst, a system analyst, and the relevant business representative to ensure a comprehensive understanding from different users’ perspectives. After the analysis, the requirement is handed over to the tech team for further action. The tech team then proceeds to develop a prototype or minimum viable product based on the analyzed requirements. This structured approach ensures that user needs are accurately captured and translated into practical solutions, aligning technical development with both business objectives and user expectations.

Choco Up has been continuously investing in research and development. As of December 31, 2024, its research and development team comprises of twelve (12) employees. For the year ended December 31, 2023 and 2024, Choco Up’s research and development expenses accounted approximately 15% to 20% of its total net revenue.

Competition

The APAC region still represents a massive and rapidly growing MSME financing market, driven by over 100 million MSMEs across the region. MSMEs in these markets face persistent financing gaps due to limited collateral, stringent bank lending criteria, and underdeveloped credit histories. While there are many alternative financing players in the region, revenue-based financing is gaining traction as a flexible, non-dilutive alternative to traditional debt and equity, especially for startups and digital businesses with recurring or predictable revenue streams. The region benefits from high digital adoption, government support for fintech innovation, and growing investor interest in alternative credit models.

Employees

As of December 31, 2023 and 2024, Choco Up had a total of 35 and 59 employees, respectively. As of December 31, 2024, 15 of its employees were located in Singapore, 43 were located in Hong Kong and 1 was located in Malaysia. The table below provides a breakdown of the number of its employees categorized by function as of December 31, 2024:

Choco Up enters into standard employment contracts with a confidentiality clause with all its employees as well as its management. Choco Up offers its employees competitive compensation packages and a supportive work environment that encourages employees to take initiative and grow. Choco Up has adopted clear promotion criteria, including performance metrics and leadership qualities, which are communicated to all employees, to foster fairness and openness. Choco Up provides training and development programs to employees at orientation to tailored to each job function and set of responsibilities to enhance performance and foster their growth. Choco Up also offers continuing education funding to support professional growth by enabling staff to pursue courses, certifications, and workshops. Choco Up’s efforts have helped it to attract and retain qualified personnel and maintain a stable core management team.

As required by applicable laws and regulations, Choco Up contributes to the mandatory provident fund or similar statutory employ benefit schemes and obtain insurance policies for its employees in jurisdictions where Choco Up operates.

Choco Up believes that it maintains a good working relationship with its employees, and it has not experienced any major labor disputes. None of its employees are represented by labor unions.

Intellectual Property

Choco Up protects its intellectual property through trademarks and contractual rights, including confidentiality provisions and non-compete provisions in employee contracts, third-party nondisclosure agreements and other contractual rights established with its key employees, its strategic partners, and other third parties with whom it does business. Choco Up also regularly monitors any infringement or misappropriation of its intellectual property rights.

As of December 31, 2024, Choco Up does not hold any patents. Choco Up has registered trademarks for its brand in Singapore, Hong Kong and Australia. In addition, Choco Up does not have pending patent applications for its proprietary platform in its operating regions.

Properties and Facilities

Choco Up is headquartered in Singapore, where the office serves as the central hub for key management personnel, including the founder, along with its sales and marketing teams. As of the date of this Proxy statement, Choco Up leases approximately 300 square meters of office space in Singapore. In addition, Choco Up leases approximately 400 square meters of office space in Hong Kong to support regional operations. It does not maintain any leased office premise in Malaysia or Australia.

Insurance

Choco Up provides pension insurance, work-related injury insurance and medical insurance for its employees. Choco Up currently does not maintain insurance policies covering damage to its network infrastructure or information technology systems. Choco Up also does not maintain business interruption insurance, general third-party liability insurance, product liability insurance or key personnel insurance.

Legal Proceedings

Choco Up may from time to time be subject to various legal, arbitral or administrative proceedings or claims arising out of its ordinary course of business. Choco Up is currently not a party to any material legal, arbitral or administrative proceedings. For more details, see “Risk Factors—Risks Related to Choco Up’s Business and Industry.”

DIRECTORS AND EXECUTIVE OFFICERS

In accordance with Section 7.11 of the Merger Agreement, immediately after the Effective Time, the board of directors of ListCo shall consist of no more than six (6) directors, covering the five (5) existing directors of ListCo before the Closing, and one (1) to be designated by Choco Up as a director and the Chairman of the Board in writing at least ten (10) business days prior to the Closing. Each director shall have one vote, while the Chairman of the Board shall have additional one vote or a casting vote in the case of an equality of votes.

As of the date of this proxy statement, all five (5) directors currently serve as directors of PLUT are expected to remain on the board of directors of ListCo following the consummation of the Merger. Mr. Chun Lok Yeung currently serves as Chief Financial Officer of PLUT is also expected to remain as Chief Financial Officer of ListCo following the consummation of the Merger.

The following table provides certain information about those persons who are expected to serve as directors and executive officers of ListCo following the consummation of the Merger.

The following is a brief biography of each of our executive officers and directors:

Percy Hung – Chairman, Director and Chief Executive Officer

Mr. Percy Hung, our Chairman, director and Chief Executive Officer, is an entrepreneur based in Singapore. Since 2018, Mr. Hung is the Founder and Chief Executive Officer of Choco Up, a leading growth and fintech platform in the Asia Pacific, where Mr. Hung is responsible for driving sales, marketing, and business strategy. Prior to that, Mr. Hung has founded a number of start-ups in the retail and food and beverage space. Mr. Hung holds a degree in Aerospace Engineering from the Georgia Institute of Technology.

Zhisheng Zhao – Director

Mr. Zhisheng Zhao, our founder, is a merchant whose main business is developing and investing real estate and urban redevelopment in mainland China. Mr. Zhao has been a top manager, director and shareholder in several private companies in China for more than five years. These include Greenhome Holding Co., Ltd., a company with projects focusing on residential, commercialization development, operations and sales located in many areas in Guangdong Province; Shenzhen Zhengzhan Technology Investment Co., Ltd. (深圳正展科技投資有限公司) and Shenzhen Chuangrui Sike Technology Co., Ltd. (深圳創銳思科技有限公司), a high technology and electronic company focused on 3-D, VR and AR. Mr. Zhao entered the Hong Kong financial market when he founded Plutus group of companies in 2018. He has invested over HK$50 million as capital to develop Plutus Securities Limited, Plutus Asset Management Limited and their related companies. Mr. Zhao’s extensive business experience and connections are highly valuable to the recruitment of new customers and the development of our synergistic relationships for our brokerage services and asset management businesses.

Ting Kin Cheung – Director

Mr. Ting Kin Cheung, our director, has accumulated over 16 years of experience in finance, accounting, company secretary position, initial public offering, merger and acquisition, fund raising and debt restructuring. Mr. Cheung was previously the senior accountant of Ernst & Young from September 2006 to November 2009, the assistant vice president of TGX Capital Limited (a company engaged in private equity investment funds) from May 2010 to November 2011, a financial controller of Seige Communication Limited from December 2011 to October 2013 and CFO and company secretary of Richly Field Development Limited (stock code: 313), a company listed on the Main Board of the Stock Exchange, from October 2013 to March 2019.

Mr. Cheung has been the business development director of Plutus Securities Limited, a licensed corporation under the SFO to engage in Type 1 (dealing in securities) regulated activities, since January 2019 and Plutus Asset Management Limited, a licensed corporation under the SFO to engage in Type 4 (advising on securities) and Type 9 (asset management) regulated activities, the director of Parkville Financial Limited, a company regulated under the Money Lenders Ordinance (Cap. 163 of the Laws of Hong Kong) since August 2019, Infinity Credits Co., Limited, a company regulated under the Money Lenders Ordinance (Cap. 163 of the Laws of Hong Kong) since November 2019, an independent non-executive director of B&D Strategic Holdings Limited (stock code: 1780), a company listed on the Main Board of the Stock Exchange, since April 2019. Mr. Cheung was a director of Guardians Asset Management Limited, a licensed corporation under the SFO to engage in Type 9 (asset management) regulated activities from March 2017 to February 2024.

Mr. Cheung obtained a degree of Bachelor of Commerce Accounting and Finance from the Curtin University of Technology, Australia in January 2004 and a Master of Finance from the Australian National University in January 2005. Mr. Cheung is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a member of the Certified Practising Accountant Australia.

Wing Cheung Yan – Independent Director

Mr. Wing Cheung Yan has over 30 years of experience with regard to auditing, corporate finance, financial management and corporate governance issues. Mr. Yan previously worked in companies listed in Hong Kong and the United Kingdom with various senior roles. Mr. Yan was finance director of DIT Group Ltd. (stock code: 726), a company listed on the Main Board of the Stock Exchange, from May 2018 to October 2019; and chief financial officer of Green Dragon Gas Limited (AIM: GDG), a company listed on the Alternative Investment Market of the London Stock Exchange, from May 2007 to May 2017; and executive director, group financial controller and company secretary of Chinese People Holdings Company Limited (stock code: 681), a company listed on the Main Board of the Stock Exchange, from July 2005 to April 2007. Prior to joining the commercial sector, Mr. Yan worked in renowned Big 4 international audit firms. Mr. Yan graduated from the Hong Kong Polytechnic with a Professional Diploma in Accountancy, and from the University of Bradford, United Kingdom, with a Master’s degree in Business Administration. Mr. Yan is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants, and an associate member of the Hong Kong Independent Non-Executive Director Association.

Tin Shun Lui – Independent Director

Mr. Tin Shun Lui has over 15 years of experience in finance and accounting. Mr. Lui started his career as an accountant in assurance and advisory business services with Ernst & Young, an international accounting firm from September 2004 to August 2007. Thereafter, Mr. Lui joined Guotai Junan Capital Limited, a company principally engaged in dealing in securities and advising on corporate finance, where he was responsible for handling corporate finance transactions from August 2007 to February 2009. From March 2009 to February 2012, Mr. Lui joined Biocarbon Capital Limited as Vice President, a boutique investment firm specializing in natural resources and entertainment, where Mr. Lui was responsible for investor relationship and business development. From February 2012 to July 2015, Mr. Lui was employed by Celestial Capital Limited, a company principally engaged in dealing in securities and advising on corporate finance, where Mr. Lui was served as the Senior Vice President responsible for business development and capital market activities. From August 2015 to August 2019, Mr. Lui joined South China Capital Limited, a company principally engaged in dealing in securities and advising on corporate finance, as a director and head of the equity capital market department. Since September 2019, Mr. Lui started Delight City Capital Limited, a boutique investment firm which focuses on special situation and overseas property investments, where Mr. Lui is responsible for principal investment, business development, and overall leadership of the company. Mr. Lui obtained a Bachelor of Arts degree in Economics from the Queen’s University in Ontario, Canada in May 2004. Mr. Lui is a member of the Hong Kong Institute of Certified Public Accountants.

Wing Yan Lam – Independent Director

Ms. Wing Yan Lam has over 10 years of experience in accounting, auditing, and financial reporting. From September 2011 through January 2014, Ms. Lam was a Senior Accountant with PKF Hong Kong, where she worked on audits of Hong Kong listed companies and U.S. listed companies which engaged in the manufacturing, trading and payment platform service sectors, as well as small and mid-size enterprises. From January 2014 to November 2014, she was a Senior Accountant at RSM Hong Kong, focusing on audits of companies engaged in the manufacturing sector. From November 2014 to November 2016, Ms. Lam was a Senior Accountant II at Ernst & Young Hong Kong, where she audited manufacturing and trading companies, led audit teams for field review, and evaluated and analyzed financial results, internal control designs, and financial reports. From December 2016 to November 2017, she was finance manager of Triangular Force Construction Engineering Limited, a wholly-owned subsidiary company of State Innovation Holdings Limited (currently known as Beaver Group (Holding) Company Limited) (stock code: 8275), a company listed on GEM of the Stock Exchange, where she was responsible for the entire listing and interim reporting process. From January 2017 to July 2018, she served as financial manager for Perfect Ease Holdings Limited, where she was responsible for the listing and interim reporting process, advised on internal control systems, and prepared accounts and consolidated financial statements. From September 2018 to May 2021, she served as Chief Financial Officer of Wellfit Paper Products, where she was also responsible for the listing and interim reporting process, advising on internal control systems, and preparing accounts and consolidated financial statements. Since May 2021, she has served as Head of Advisory for Soar Harvest Consultants Limited, an advisory firm providing advisory services to customers in accounting, auditing, taxation, and internal control procedures. Ms. Lam received a BBA (Hons) in Accountancy with The Hong Kong Polytechnic University in July 2011 and is current pursuing a Master of Accountancy at The Chinese University of Hong Kong. Ms. Lam is a practising member of the Hong Kong Institute of Certified Public Accountants, a member of the Taxation Institute of Hong Kong, a member of Certified Practising Accountant Australia, and a member of the Institute of Chartered Accountants in England and Wales.

 Chun Lok Yeung – Chief Financial Officer

Mr. Chun Lok Yeung has been our Chief Financial Officer since March 2019. In that position, he is responsible for preparing book-keeping entries, financial analysis and forecasting, acting as settlement staff for funds and securities, performing stock reconciliations, verifying NAV reports, liaising with the SFC on the Securities and Futures (Financial Resources) Rules (Cap. 571N of the Laws of Hong Kong) in relation to Type 1 (dealing in securities), Type 4 (advising on securities), and Type 9 (asset management) regulated activities queries, and other essential accounting and financial tasks. Prior to joining Plutus Group, from July 2018 to February 2019, he was the accountant of Global Group Securities Limited, a Hong Kong brokerage firm licensed to conduct Type 1 (dealing in securities), and Type 4 (advising on securities) regulated activities. From July 2016 to June 2018, Mr. Yeung was the Senior Finance Officer with Partners Capital Group Limited, a brokerage and asset management firm in Hong Kong and the British Virgin Islands. From July 2013 through June 2016, he was an account assistant of Tianda Pharmaceuticals Limited (stock code: 455), a company listed on the Main Board of the Stock Exchange. Mr. Yeung began his career as an accountant with Wong, Kwok, Tai & Co., a Hong Kong CPA firm. Mr. Yeung is a member of the Hong Kong Institute of Accredited Accounting Technicians and holds a Higher Diploma in Accountancy from the School of Business and Information Systems of Hong Kong.

Heng Tam – Senior Vice President

Ms. Heng Tam, our Senior Vice President, is a seasoned professional with over 10 years of experience in listed companies, corporate development and investor relations. At Choco Up, she plays a crucial role in driving strategic initiatives and fostering strong relationships with stakeholders in a dynamic environment.

Prior to joining Choco Up, Ms. Tam was instrumental in helping various listed companies in Hong Kong to enhance their corporate development initiatives, investor relations, and communications strategies, strengthening their market positioning. Her expertise in these areas has been vital in shaping the strategic direction and growth trajectories of these organizations. Since joining Choco Up in 2022, she has been driving cross-functional strategic initiatives, operational execution, and key decision-making processes - ensuring organizational coherence and effective growth strategies.

Ms. Tam obtained a Bachelor of Arts Degree in Economics in 2010 from Smith College in the United States and a Master of Science Degree in Finance in 2013 from Warwick Business School in United Kingdom.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of PLUT

The following table sets forth, as of the date of this proxy statement, the beneficial ownership of our Ordinary Shares by each executive officer and director, by each person known by us to beneficially own more than 5% of our Ordinary Shares and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 15,350,000 Ordinary Shares issued and outstanding.