Plutus Financial Group (PLUT) has filed the following:
This is the initial public offering, or the “offering,” of up to 3,780,000 Ordinary Shares, par value US$0.0001 per share (each, an “Ordinary Share”, collectively, “Ordinary Shares”) of Plutus Financial Group Limited, a Cayman Islands exempted company with limited liability whose principal place of business is in Hong Kong. Up to 1,680,000 Ordinary Shares may be offered for resale or otherwise or otherwise disposed of by each stockholder named in the separate Resale Prospectus (the “Selling Stockholders”) in an amount equal to 100% of the shares held by each Selling Stockholder. In addition, 2,100,000 Ordinary Shares are being sold by the Company on a firm commitment underwritten basis.
The sale of the Selling Stockholder Ordinary Shares is conditioned upon the successful completion of the sale of the Ordinary Shares by the Company in the underwritten primary offering. Sales by Selling Stockholders prior to the listing of our ordinary shares on the Nasdaq Capital Market, if any, will be at a fixed price of $5.00 per share. Following listing of our shares on the Nasdaq, the per share public offering price of the Ordinary Shares to be sold by the Selling Stockholders will be the then-prevailing market price. The successful listing of our shares on the Nasdaq Capital Market is a condition to the closing of our underwritten primary offering and the secondary offering by our selling stockholders. The registration of the Selling Stockholder Ordinary Shares does not mean that the selling stockholders will offer or sell any of the Selling Stockholder Ordinary Shares. We will not receive any proceeds from any sale or disposition of the Selling Stockholder Ordinary Shares. In addition, we will pay all fees and expenses incident to the registration of the resale of the Selling Stockholder Ordinary Shares. The selling stockholders may offer their shares from time to time directly or through one or more broker-dealers or agents at market prices prevailing at the time of sale. However, the Selling Stockholders will not sell any Selling Stockholder Ordinary Shares until after the closing of the underwritten primary offering. The offering by the Selling Stockholders will remain open for 180 days following the date of this prospectus. For additional information on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Selling Stockholders—Plan of Distribution”.
Prior to this offering, there has been no public market for the Ordinary Shares of Plutus Group. Plutus Group expects that the initial public offering price will be between US$4.00 and US$6.00 per Ordinary Share. It intends to list the Ordinary Shares on the Nasdaq Capital Market under the symbol “PLUT” However, there is no assurance that the offering will be closed and that the Ordinary Shares of Plutus Group will be trading on Nasdaq Capital Market.