6-K - Plutus Financial Group Limited | StockGist

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Plutus Financial Group Limited has amended its merger agreement with Choco Up Group Holdings Limited to extend the deadline for completing the transaction to June 30, 2026, citing the need for additional time to satisfy closing conditions, including Nasdaq approval.

Key Takeaways

1The deadline to complete the merger with Choco Up Group Holdings Limited has been extended to June 30, 2026, from a previous unspecified date.

2The extension is intended to allow more time to satisfy closing conditions, which include obtaining Nasdaq approval for the listing application.

3The amendment modifies the termination rights related to the Outside Date, adding a requirement for good faith discussions under specific conditions before termination.

4The governing law for the amendment is Hong Kong law, while matters related to the merger itself remain governed by Cayman Islands law.

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

Transaction Details

Material Agreement

Agreement: SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Parties: Plutus Financial Group Limited, Coders Merger Sub Limited, Choco Up Group Holdings Limited

•Amends Section 9.1(b) to change the Outside Date to June 30, 2026
•Provides that the right to terminate under Section 9.1(b) is not available if a party's action or failure to act was a principal cause of the failure to close
•Adds a requirement for at least five Business Days of good faith discussion on alternative solutions before termination under specific conditions at the Outside Date

Exhibits (2)

10.1

EX-10.1

6-K