Exhibit 99.1
Unaudited Pro Forma Condensed Combined Financial Information
Defined terms included below shall have the same meaning as terms defined and included elsewhere in the proxy statement furnished to the SEC on July 16, 2025 and, if not defined in the proxy statement, in the Form 20-F filed with the SEC on April 30, 2025.
Introduction
The following unaudited pro forma condensed combined financial information present the combination of the financial information of Plutus Financial Group Limited (“Plutus” or the “Company”) and Choco Up Group Holdings Limited (“Choco Up”) adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The Company and Choco Up have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The unaudited pro forma condensed consolidated statements of financial position as of December 31, 2024 were derived from and should be read in conjunction with the following historical financial information, giving effect to the Business Combination as if it had been consummated on the consolidated statements of financial position:
- | the Company’s audited consolidated balance sheet as of December 31, 2024, as included in the report on Form 20-F filed with the SEC on April 30, 2025; |
- | Choco Up’s audited consolidated statements of financial position as of December 31, 2024, as included in the report on Form 6-K furnished to the SEC on September 29, 2025. |
The unaudited pro forma condensed consolidated statements of financial position as of March 31, 2025 were derived from and should be read in conjunction with the following historical financial information, giving effect to the Business Combination as if it had been consummated on the consolidated statements of financial position:
- | the Company’s unaudited consolidated balance sheet as of March 31, 2025, as included elsewhere in this report; |
- | Choco Up’s unaudited consolidated statements of financial position as of March 31, 2025, as included elsewhere in this report. |
The unaudited pro forma condensed consolidated statements of profit or loss and other comprehensive income for the year ended December 31, 2024, has been prepared using the following historical financial information, as if it had been consummated on January 1, 2024:
- | the Company’s audited consolidated statements of comprehensive loss for the year ended December 31, 2024, as included in the report on Form 20-F filed with the SEC on April 30, 2025; |
- | Choco Up’s audited consolidated statements of profit or loss and other comprehensive income for the year ended December 31, 2024, as included in the report on Form 6-K furnished to the SEC on September 29, 2025. |
The unaudited pro forma condensed consolidated statements of profit or loss and other comprehensive income for the three months ended March 31, 2025, has been prepared using the following historical financial information, as if it had been consummated on January 1, 2025:
- | the Company’s unaudited consolidated statements of comprehensive loss for the three months ended March 31, 2025, as included elsewhere in this report; |
- | Choco Up’s unaudited consolidated statements of profit or loss and other comprehensive income for the three months ended March 31, 2025, as included elsewhere in this report. |
Description of the Business Combination
Pursuant to 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”), a Cayman Islands exempted company and a direct, wholly owned subsidiary of Plutus and Choco Up Group Holdings Limited (“Choco Up”), a Cayman Islands exempted company and the holding entity of Choco Up’s flexible financing solution business, Merger Sub will merge with and into Choco Up, with Choco Up continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”), and the shareholders of Choco Up will exchange all of the issued and outstanding share capital of Choco Up for a mixture of newly issued Class A and Class B ordinary shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933.
Following the consummation and as a result of the Merger, Choco Up’s business will be wholly owned by the Company. Upon completion of the Merger, the Choco Up shareholders and Plutus shareholders, in each case, immediately prior to the Merger, will own approximately 73.47% and 26.53%, respectively, of the outstanding shares of the combined company, or 74.68% and 25.32% voting power, respectively.
Accounting for the Business Combination
The Business Combination will be accounted for as a reverse acquisition (reverse merger) in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current shareholders of Choco Up having a majority of the voting power of the post-combination company, and the relative valuation of Choco Up compared to the Company. Accordingly, for accounting purposes, the Business Combination using the acquisition method of accounting in reverse acquisition will be treated as if the equivalent of Choco Up issuing shares for the acquisition of the Company, accompanied by a recapitalization. Goodwill as of the balance sheet date 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 Company’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. The final purchase consideration and the allocation of the purchase consideration will differ from that reflected in the unaudited pro forma condensed combined financial information, and amounts would be finalized following the completion of the acquisition.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information is prepared under IFRS and presented in US$, reflecting the accounting basis of the accounting acquirer, Choco Up rather than the legal acquirer, the Company. The Company’s financials have been converted to IFRS, with no material differences requiring separate reconciliation. The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable, and as it relates to the unaudited pro forma condensed consolidated statements of profit or less and other comprehensive income, are expected to have a continuing impact on the results of the post-combination company. The adjustments presented on the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination company upon consummation of the Business Combination.
The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. Choco Up and the Company have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial information includes re-designation of all PLUT Ordinary Shares in the authorized share capital of PLUT to be re-designated as New Ordinary Shares immediately prior to the Effective Time, the issuance of 37,043,500 Class A Ordinary Shares of the Company and 5,456,500 Class B Ordinary Shares of the Company to the shareholders of Choco Up, which is calculated based on the number of outstanding PLUT equity securities as of July 9, 2025.
PRO FORMA CONDENSED consolidated statements of financial position
AS OF DECEMBER 31, 2024
(UNAUDITED)
(A) | (B) | ||||||||||||||||||||||
(US$’000, except share data and per share data, or otherwise noted) | Plutus Financial Group Limited | Choco Up Group Holdings Limited | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | |||||||||||||||||
Assets | |||||||||||||||||||||||
Non-current assets: | |||||||||||||||||||||||
Goodwill | - | - | - | 26,825 | (2) | 26,825 | |||||||||||||||||
Intangible asset, net | 77 | - | 77 | - | 77 | ||||||||||||||||||
Property and equipment, net | 124 | 55 | 179 | - | 179 | ||||||||||||||||||
Right-of-use assets | 268 | 148 | 416 | - | 416 | ||||||||||||||||||
Deferred tax assets | 397 | - | 397 | - | 397 | ||||||||||||||||||
Refundable deposit | 58 | - | 58 | - | 58 | ||||||||||||||||||
Total non-current assets | 924 | 203 | 1,127 | 26,825 | 27,952 | ||||||||||||||||||
Current assets: | |||||||||||||||||||||||
Financial Assets | - | 20,086 | 20,086 | - | 20,086 | ||||||||||||||||||
Loans to customers, net of allowance of US$1,225,000 as of December 31, 2024 | 2,047 | - | 2,047 | - | 2,047 | ||||||||||||||||||
Receivables from: | - | - | - | - | - | ||||||||||||||||||
Customers, net of allowance of US$1,000 as of December 31, 2024 | 21 | - | 21 | - | 21 | ||||||||||||||||||
Customers - related parties, net of allowance of US$1,000 as of December 31, 2024 | 44 | - | 44 | - | 44 | ||||||||||||||||||
Broker-dealers, net of allowance of US$1,000 as of December 31, 2024 | 34 | - | 34 | - | 34 | ||||||||||||||||||
Clearing organization, net of allowance of nil as of December 31, 2024 | 90 | - | 90 | - | 90 | ||||||||||||||||||
Prepaid expenses and other current assets | 706 | 410 | 1,116 | - | 1,116 | ||||||||||||||||||
Amount due from related parties | 52 | 4,954 | 5,006 | - | 5,006 | ||||||||||||||||||
Income tax recoverable | 89 | 156 | 245 | - | 245 | ||||||||||||||||||
Cash segregated for regulatory purpose | 1,283 | - | 1,283 | - | 1,283 | ||||||||||||||||||
Cash and cash equivalents | 3,942 | 1,914 | 5,856 | 2,090 | (1) | 7,946 | |||||||||||||||||
Total current assets | 8,308 | 27,520 | 35,828 | 2,090 | 37,918 | ||||||||||||||||||
TOTAL ASSETS | 9,232 | 27,723 | 36,955 | 28,915 | 65,870 | ||||||||||||||||||
Liabilities and shareholders’ equity | |||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||
Payables to: | |||||||||||||||||||||||
Customers | 632 | - | 632 | - | 632 | ||||||||||||||||||
Customers - related parties | 699 | - | 699 | - | 699 | ||||||||||||||||||
Clearing organizations | 3 | - | 3 | 3 | |||||||||||||||||||
Accruals and other current liabilities | 346 | 1,926 | 2,272 | - | 2,272 | ||||||||||||||||||
Accrued commission expense | 170 | - | 170 | - | 170 | ||||||||||||||||||
Lease liabilities - current | 146 | 93 | 239 | - | 239 | ||||||||||||||||||
Loan & Interest Payable – current | - | 19,678 | 19,678 | 19,678 | |||||||||||||||||||
Income taxes payable | - | 37 | 37 | - | 37 | ||||||||||||||||||
Total current liabilities | 1,996 | 21,734 | 23,730 | - | 23,730 | ||||||||||||||||||
NET CURRENT ASSETS | 6,312 | 5,786 | 12,098 | 2,090 | 14,188 | ||||||||||||||||||
Non-current liabilities: | |||||||||||||||||||||||
Lease liabilities | 128 | 57 | 185 | - | 185 | ||||||||||||||||||
Loan & Interest Payable | - | 10,151 | 10,151 | - | 10,151 | ||||||||||||||||||
Total non-current liabilities | 128 | 10,208 | 10,336 | - | 10,336 | ||||||||||||||||||
TOTAL LIABILITIES | 2,124 | 31,942 | 34,066 | - | 34,066 | ||||||||||||||||||
Shareholders’ equity | |||||||||||||||||||||||
Share capital | 1 | 50 | 51 | (49 | ) | (2) | 2 | ||||||||||||||||
Other reserve | - | 2,042 | 2,042 | - | 2,042 | ||||||||||||||||||
Additional paid-in capital | 8,130 | - | 8,130 | - | 36,071 | ||||||||||||||||||
- | - | - | 2,090 | (1) | |||||||||||||||||||
- | - | - | (10,220 | ) | (2) | ||||||||||||||||||
- | - | - | 36,071 | (2) | |||||||||||||||||||
Accumulated deficit | (1,023 | ) | (6,313 | ) | (7,336 | ) | 1,023 | (2) | (6,313 | ) | |||||||||||||
Exchange Reserve | - | 2 | 2 | - | 2 | ||||||||||||||||||
Total shareholders’ equity | 7,108 | (4,219 | ) | 2,889 | 28,915 | 31,804 | |||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 9,232 | 27,723 | 36,955 | 28,915 | 65,970 | ||||||||||||||||||
NET ASSETS | 7,108 | (4,219 | ) | 2,889 | 28,915 | 31,804 | |||||||||||||||||
NET TANGIBLE ASSETS | 6,763 | (4,367 | ) | 2,396 | 2,090 | (3) | 4,486 |
(A) | Derived from the Company’s unaudited consolidated balance sheets as of December 31, 2024 |
(B) | Derived from the unaudited consolidated statements of financial position of Choco Up Group Holdings Limited of December 31, 2024 |
(1) | To reflect the shareholders’ equity position as of the July 9, 2025 which include the issuance of 1,100,000 Company’s shares at US$1.90 per share in June 2025 which is part of the closing condition of the transaction. |
(2) | To reflect recapitalization of Choco Up through (a) the contribution of all share capital in Choco Up to the Company, (b) the issuance of 42,500,000 Company’s shares in connection with the Business Combination, and (c) the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired will be recorded as goodwill. |
The goodwill presented in this pro forma condensed consolidated statements of financial position as of December 31, 2024 is prepared on an ‘as if’ basis, reflecting as if the merger had been completed on that date. The goodwill has been excluded from the calculation of net tangible assets. | |
(3) | Net tangible assets were calculated in accordance with Rule 5505(a)(1)(B), i.e. total assets less intangible assets and liabilities. |
PRO FORMA CONDENSED consolidated statements of financial position
AS OF MARCH 31, 2025
(UNAUDITED)
(A) | (B) | |||||||||||||||||||||
(US$’000, except share data and per share data, or otherwise noted) | Plutus Financial Group Limited | Choco Up Group Holdings Limited | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||||
Assets | ||||||||||||||||||||||
Non-current assets: | ||||||||||||||||||||||
Goodwill | - | - | - | 20,810 | (2) | 20,810 | ||||||||||||||||
Intangible asset, net | 77 | - | 77 | - | 77 | |||||||||||||||||
Property and equipment, net | 110 | 87 | 197 | - | 197 | |||||||||||||||||
Right-of-use assets | 232 | 677 | 909 | - | 909 | |||||||||||||||||
Deferred tax assets | 480 | - | 480 | - | 480 | |||||||||||||||||
Refundable deposit | 61 | - | 61 | - | 61 | |||||||||||||||||
Total non-current assets | 960 | 764 | 1,724 | 20,810 | 22,534 | |||||||||||||||||
Current assets: | ||||||||||||||||||||||
Financial Assets | - | 18,232 | 18,232 | - | 18,232 | |||||||||||||||||
Loans to customers, net of allowance of US$1,233,000 as of March 31, 2025 | 2,778 | - | 2,778 | - | 2,778 | |||||||||||||||||
Receivables from: | - | - | - | - | - | |||||||||||||||||
Customers, net of allowance of US$1,000 as of March 31, 2025 | 44 | - | 44 | - | 44 | |||||||||||||||||
Customers - related parties, net of allowance of US$1,000 as of March 31, 2025 | 53 | - | 53 | - | 53 | |||||||||||||||||
Broker-dealers, net of allowance of US$1,000 as of March 31, 2025 | 52 | - | 52 | - | 52 | |||||||||||||||||
Clearing organization, net of allowance of nil as of March 31, 2025 | 139 | - | 139 | - | 139 | |||||||||||||||||
Prepaid expenses and other current assets | 32 | 464 | 496 | - | 496 | |||||||||||||||||
Amount due from related parties | 17 | 5,323 | 5,340 | - | 5,340 | |||||||||||||||||
Income tax recoverable | 89 | 154 | 254 | - | 243 | |||||||||||||||||
Cash segregated for regulatory purpose | 1,251 | - | 1,251 | - | 1,251 | |||||||||||||||||
Cash and cash equivalents | 9,794 | 11,411 | 21,205 | 2,090 | (1) | 23,295 | ||||||||||||||||
Total current assets | 14,249 | 35,584 | 49,833 | 2,090 | 51,923 | |||||||||||||||||
TOTAL ASSETS | 15,209 | 36,348 | 51,557 | 22,900 | 74,457 | |||||||||||||||||
Liabilities and shareholders’ equity | ||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||
Payables to: | ||||||||||||||||||||||
Customers | 924 | - | 924 | - | 924 | |||||||||||||||||
Customers - related parties | 434 | - | 434 | - | 434 | |||||||||||||||||
Accruals and other current liabilities | 481 | 133 | 614 | 156 | (3) | 770 | ||||||||||||||||
Accrued commission expense | 9 | - | 9 | - | 9 | |||||||||||||||||
Lease liabilities - current | 146 | 317 | 463 | - | 463 | |||||||||||||||||
Loan & Interest Payable - current | - | 13,664 | 13,664 | - | 13,664 | |||||||||||||||||
Total current liabilities | 1,994 | 14,114 | 16,108 | 156 | 16,264 | |||||||||||||||||
NET CURRENT ASSETS | 12,255 | 21,470 | 33,725 | 1,934 | 35,659 | |||||||||||||||||
Non-current liabilities: | ||||||||||||||||||||||
Lease liabilities | 92 | 363 | 455 | - | 455 | |||||||||||||||||
Loan & Interest Payable | - | 26,666 | 26,666 | - | 26,666 | |||||||||||||||||
Total non-current liabilities | 92 | 27,029 | 27,121 | - | 27,121 | |||||||||||||||||
TOTAL LIABILITIES | 2,086 | 41,143 | 43,229 | 156 | 43,385 | |||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||||
Share capital | 1 | 50 | 51 | (49 | ) | (2) | 2 | |||||||||||||||
Other reserve | 2,033 | 2,033 | - | 2,033 | ||||||||||||||||||
Additional paid-in capital | 14,961 | - | 14,961 | - | 36,071 | |||||||||||||||||
- | - | - | 2,090 | (1) | ||||||||||||||||||
- | - | - | (17,051 | ) | (2) | |||||||||||||||||
- | - | - | 36,071 | (2) | ||||||||||||||||||
Accumulated deficit | (1,839 | ) | (6,884 | ) | (8,723 | ) | 1,839 | (2) | (7,040 | ) | ||||||||||||
(156 | ) | (3) | ||||||||||||||||||||
Exchange Reserve | - | 6 | 6 | - | 6 | |||||||||||||||||
Total shareholders’ equity | 13,123 | (4,795 | ) | 8,328 | 22,743 | 31,071 | ||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 15,209 | 36,348 | 51,557 | 22,900 | 74,457 | |||||||||||||||||
NET ASSETS | 13,123 | (4,795 | ) | 8,328 | 22,743 | 31,071 | ||||||||||||||||
NET TANGIBLE ASSETS | 12,814 | (5,472 | ) | 7,342 | 1,934 | (4) | 9,276 |
(A) | Derived from the Company’s unaudited consolidated balance sheets as of March 31, 2025 |
(B) | Derived from the unaudited consolidated statements of financial position of Choco Up Group Holdings Limited of March 31, 2025 |
(1) | To reflect the shareholders’ equity position as of the July 9, 2025 which include the issuance of 1,100,000 Company’s shares at US$1.90 per share in June 2025 which is part of the closing condition of the transaction. |
The pro forma combined shareholders’ equity as of March 31, 2025, including this issuance, before any transaction accounting adjustment, is US$10.42 million. | |
(2) | To reflect recapitalization of Choco Up through (a) the contribution of all share capital in Choco Up to the Company, (b) the issuance of 42,500,000 Company’s shares in connection with the Business Combination, and (c) the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired will be recorded as goodwill. |
The goodwill presented in this pro forma condensed consolidated statements of financial position as of March 31, 2025 is prepared on an ‘as if’ basis, reflecting as if the merger had been completed on that date. The goodwill has been excluded from the calculation of net tangible assets. | |
(3) | Reflect the transaction costs expected to be incurred by the Company, for legal, merger & acquisition consulting fee, accounting, and advisory fee incurred as part of the Business Combination. |
(4) | Net tangible assets were calculated in accordance with Rule 5505(a)(1)(B), i.e. total assets less intangible assets and liabilities. |
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(UNAUDITED)
(A) | (B) | |||||||||||||||||||||
(US$’000, except share data and per share data, or otherwise noted) | Plutus Financial Group Limited | Choco Up Group Holdings Limited | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||||
Revenues: | ||||||||||||||||||||||
Net Revenue - the Company | 1,255 | - | 1,255 | 1,255 | ||||||||||||||||||
Net Revenue - Choco Up | - | 5,129 | 5,129 | 5,129 | ||||||||||||||||||
Total revenues | 1,255 | 5,129 | 6,384 | - | 6,384 | |||||||||||||||||
Expenses: | ||||||||||||||||||||||
Compensation and benefits | 1,111 | 2,838 | 3,949 | 3,949 | ||||||||||||||||||
Commission expense | 327 | - | 327 | 327 | ||||||||||||||||||
Advertising and marketing | 78 | 691 | 769 | 769 | ||||||||||||||||||
Lease expense | 161 | 30 | 191 | 191 | ||||||||||||||||||
Legal and professional fee | 267 | 1,313 | 1,580 | 1,580 | ||||||||||||||||||
Provision for (reversal of) allowance for expected credit losses | (181 | ) | 70 | (111 | ) | (111 | ) | |||||||||||||||
Other general and administrative | 422 | 577 | 999 | 999 | ||||||||||||||||||
Costs of borrowing | - | 2,169 | 2,169 | 2,169 | ||||||||||||||||||
Total expenses | 2,185 | 7,688 | 9,873 | - | 9,873 | |||||||||||||||||
Loss from operations | (930 | ) | (2,559 | ) | (3,489 | ) | (3,489 | ) | ||||||||||||||
Other income: | 13 | - | 13 | 13 | ||||||||||||||||||
Others | 63 | (70 | ) | (7 | ) | (7 | ) | |||||||||||||||
Total other income | 76 | (70 | ) | 6 | - | 6 | ||||||||||||||||
Loss before income taxes | (854 | ) | (2,629 | ) | (3,483 | ) | - | (3,483 | ) | |||||||||||||
Income tax expense (benefits) | (144 | ) | 42 | (102 | ) | - | (102 | ) | ||||||||||||||
Net loss and total comprehensive loss | (710 | ) | (2,671 | ) | (3,381 | ) | - | (3,381 | ) | |||||||||||||
Net loss per share attributable to ordinary shareholders | ||||||||||||||||||||||
Basic and diluted | (0.06 | ) | (0.06 | ) | ||||||||||||||||||
Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||||||||||||
Basic and diluted | 12,000,000 | 12,000,000 | 43,600,000 | (1), (2) | 55,600,000 |
(A) | Derived from the Company’s audited consolidated statements of comprehensive loss of the Company for the year ended December 31, 2024 |
(B) | Derived from the audited consolidated statements of profit or loss and other comprehensive income for the year ended December 31, 2024 of Choco Up Group Holdings Limited |
(1) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the business combination occurred as of the earliest period presented. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed in the Business Combinations for the entire period. |
The following summarizes the number of Company Ordinary Shares outstanding at the Closing Date:
Actual Ownership | ||||
Weighted average shares calculation, basic and diluted in Ordinary Shares | ||||
The Company’s outstanding shares | 12,000,000 | |||
Shares issued for a closing condition for the Business Combination | 1,100,000 | |||
Shares issued to Choco Up’s shareholders in Business Combination | 42,500,000 | |||
Weighted average shares for EPS calculation, basic and diluted in ordinary shares | 55,600,000 | |||
Percentage of shares owned by existing shareholders of Choco Up | 76 | % | ||
Percentage of shares owned by existing holders of the Company | 24 | % |
(2) | To reflect the shareholders’ equity position as of the July 9, 2025 which include the issuance of 1,100,000 Company’s shares at US$1.90 per share in June 2025 which is part of the closing condition of the transaction. |
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(UNAUDITED)
(A) | (B) | |||||||||||||||||||||
(US$’000, except share data and per share data, or otherwise noted) | Plutus Financial Group Limited | Choco Up Group Holdings Limited | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||||
Revenues: | ||||||||||||||||||||||
Net Revenue - the Company | 260 | - | 260 | 260 | ||||||||||||||||||
Net Revenue - Choco Up | - | 1,962 | 1,962 | 1,962 | ||||||||||||||||||
Total revenues | 260 | 1,962 | 2,222 | 2,222 | ||||||||||||||||||
Expenses: | ||||||||||||||||||||||
Compensation and benefits | 547 | 810 | 1,357 | 1,357 | ||||||||||||||||||
Commission expense | 58 | - | 58 | 58 | ||||||||||||||||||
Advertising and marketing | 192 | 72 | 264 | 264 | ||||||||||||||||||
Lease expense | 40 | 18 | 58 | 58 | ||||||||||||||||||
Legal and professional fee | 118 | 552 | 670 | 670 | ||||||||||||||||||
Provision for (reversal of) allowance for expected credit losses | 9 | - | 9 | 9 | ||||||||||||||||||
Other general and administrative | 241 | 187 | 428 | 156 | (2) | 584 | ||||||||||||||||
Costs of borrowing | - | 923 | 923 | 923 | ||||||||||||||||||
Total expenses | 1,205 | 2,562 | 3,767 | 156 | 3,923 | |||||||||||||||||
Loss from operations | (945 | ) | (1,253 | ) | (1,545 | ) | (156 | ) | (1,701 | ) | ||||||||||||
Other income: | ||||||||||||||||||||||
Others | 44 | 4 | 48 | 48 | ||||||||||||||||||
Total other income | 44 | 4 | 48 | 48 | ||||||||||||||||||
Loss before income taxes | (901 | ) | (596 | ) | (1,497 | ) | (156 | ) | (1,653 | ) | ||||||||||||
Income tax benefits | 83 | - | 83 | 83 | ||||||||||||||||||
Net loss and total comprehensive loss | (818 | ) | (596 | ) | (1,414 | ) | (156 | ) | (1,570 | ) | ||||||||||||
Net loss per share attributable to ordinary shareholders | ||||||||||||||||||||||
Basic and diluted | (0.06 | ) | (0.03 | ) | ||||||||||||||||||
Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||||||||||||
Basic and diluted | 13,306,667 | 13,306,667 | 43,600,000 | (1), (3) | 56,906,667 |
(A) | Derived from the Company’s unaudited consolidated statements of comprehensive loss of the Company for the three months ended March 31, 2025 |
(B) | Derived from the unaudited consolidated statements of profit or loss and other comprehensive income for the three months ended March 31, 2025 of Choco Up Group Holdings Limited |
(1) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the business combination occurred as of the earliest period presented. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed in the Business Combinations for the entire period. |
The following summarizes the number of Company Ordinary Shares outstanding at the Closing Date:
Actual Ownership | ||||
Weighted average shares calculation, basic and diluted in Ordinary Shares | ||||
The Company’s outstanding shares | 13,306,667 | |||
Shares issued for a closing condition for the Business Combination | 1,100,000 | |||
Shares issued to Choco Up’s shareholders in Business Combination | 42,500,000 | |||
Weighted average shares for EPS calculation, basic and diluted in ordinary shares | 56,906,667 | |||
Percentage of shares owned by existing shareholders of Choco Up | 75 | % | ||
Percentage of shares owned by existing holders of the Company | 25 | % |
(2) | Reflect the transaction costs expected to be incurred by the Company, for legal, Merger & Acquisition consulting fee, accounting, and advisory incurred as part of the Business Combination. |
(3) | To reflect the shareholders’ equity position as of the July 9, 2025 which include the issuance of 1,100,000 Company’s shares at US$1.90 per share in June 2025 which is part of the closing condition of the transaction. |
COMPARATIVE HISTORICAL AND UNAUDITED
PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION
The following table sets forth summary historical comparative share information for the Company and Choco Up, respectively, and unaudited pro forma condensed combined per share information after giving effect to the Business Combination and other events contemplated by the Business Combination Agreement presented under ordinary shares outstanding at the Closing Date.
The net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since March 31, 2025.
This information is only a summary and be read in conjunction with the historical financial statements of the Company and related notes that are included elsewhere in this report. The unaudited pro forma combined per share information of the Company and Choco Up is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this report.
The unaudited pro forma combined loss per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the period presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Company and Choco Up would have been had the companies been combined during the period presented.
December 31, 2024 | Choco Up Group Holdings Limited | Plutus Financial Group Limited | Pro Forma Combined | |||||||||
Net loss attributable to ordinary shareholders (US$’000) | (2,671 | ) | (710 | ) | (3,381 | ) | ||||||
Shareholder’s equity (US$’000) | (4,219 | ) | 7,108 | 31,854 | ||||||||
Book value per Ordinary Share - basic and diluted (US$) | (0.10 | ) | 0.59 | 0.57 | ||||||||
Basic and diluted weighted average shares outstanding in Ordinary Share | 42,500,000 | 12,000,000 | 55,600,000 | |||||||||
Basic and diluted net loss per share in Ordinary Share (US$) | (0.06 | ) | (0.06 | ) | (0.06 | ) |
(1) | Book value per share = total equity/common shares outstanding in Ordinary Share |
March 31, 2025 | Choco Up Group Holdings Limited | Plutus Financial Group Limited | Pro Forma Combined | |||||||||
Net loss attributable to ordinary shareholders (US$’000) | (596 | ) | (818 | ) | (1,570 | ) | ||||||
Shareholder’s equity (US$’000) | (4,795 | ) | 13,123 | 31,122 | ||||||||
Book value per Ordinary Share - basic and diluted (US$) | (0.11 | ) | 0.99 | 0.55 | ||||||||
Basic and diluted weighted average shares outstanding in Ordinary Share | 42,500,000 | 13,306,667 | 56,906,667 | |||||||||
Basic and diluted net loss per share in Ordinary Share (US$) | (0.01 | ) | (0.06 | ) | (0.03 | ) |
(1) | Book value per share = total equity/common shares outstanding in Ordinary Share |