贝德斯金融美股招股说明书(2025-02-06版)

Plutus Financial Group Limited 2,100,000 Ordinary Shares This is the initial public offering, or the “offering,” of up to 3,780,000 Ordinary Shares, par value US$0.0001per share (each, an “Ordinary Share”, collectively, “Ordinary Shares”) of Plutus Financial Group Limited, a CaymanIslands exempted company with limited liability whose principal place of business is in Hong Kong. Up to1,680,000 Ordinary Shares may be offered for resale or otherwise or otherwise disposed of by each stockholdernamed in the separate Resale Prospectus (the “Selling Stockholders”) in an amount equal to 100% of the shares heldby each Selling Stockholder. In addition, 2,100,000 Ordinary Shares are being sold by the Company on a firmcommitment underwritten basis. Prior to this offering, there has been no public market for our Ordinary Shares. The initial public offering priceis $4.00 per Ordinary Share. Our Ordinary Shares have been approved to list on the Nasdaq Capital Market underthe symbol “PLUT.” The sale of the Selling Stockholder Ordinary Shares is conditioned upon the successful completion of the saleof the Ordinary Shares by the Company in the underwritten primary offering. The per share public offering price ofthe Ordinary Shares to be sold by the Selling Stockholders will be the then-prevailing market price. The registrationof the Selling Stockholder Ordinary Shares does not mean that the selling stockholders will offer or sell any of theSelling Stockholder Ordinary Shares. We will not receive any proceeds from any sale or disposition of the SellingStockholder Ordinary Shares. In addition, we will pay all fees and expenses incident to the registration of the resaleof the Selling Stockholder Ordinary Shares. Furthermore, the underwriters will neither underwrite the sale of theOrdinary Shares nor receive any compensation from the sale of the Ordinary Shares by the Selling Stockholders.The Selling Stockholders may offer their shares from time to time directly or through one or more broker-dealers oragents at market prices prevailing at the time of sale. However, the Selling Stockholders will not sell any SellingStockholder Ordinary Shares until after the closing of the underwritten primary offering. The offering by the SellingStockholders will remain open for 180 days following the date of this prospectus. For additional information on thepossible methods of sale that may be used by the selling stockholders, you should refer to the section of thisprospectus entitled “Selling Stockholders—Plan of Distribution”. Plutus Financial Group Limited is an “emerging growth company” under applicable U.S. federal securities lawsand is eligible for reduced public company reporting requirements. Upon the completion of this offering, the Company will have 14,100,000 Ordinary Shares issued andoutstanding. The Company’s founder, Zhisheng Zhao, and its CEO, Ting Kin Cheung, will together beneficiallyown 10,320,000 Ordinary Shares, representing 73.2% of the total voting power of the Company’s issued andoutstanding share capital immediately following the completing of this offering assuming the underwriters do notexercise their over-allotment option, or 71.6% of the Company’s total voting power if the underwriters exercise theirover-allotment option in full. Each Ordinary Share is entitled to one vote. Investing in the Company’s Ordinary Shares involves a high degree of risk. Investors in our Ordinary Shares are not purchasing equity securities in our subsidiaries that conductsubstantive business operations in Hong Kong. Instead, investors in this offering are purchasing equitysecurities of a Cayman Islands holding company. We are a Cayman Islands holding company that conductsall of our operations and operates our businesses in Hong Kong through our Hong Kong operatingsubsidiaries. Such structure involves unique risks to investors in our Ordinary Shares. Pursuant to the “longarm” provisions of the laws and regulations of the mainland PRC, as discussed in more detail in thisProspectus, investors face some risk that PRC authorities could disallow this structure, which would result ina material adverse effect on our operations and would cause the value of our Ordinary Shares to significantlydecline or become worthless. Please refer to the Risk Factor entitled: “Substantially all operations of theCompany’s operating subsidiaries are in Hong Kong, a special administrative region of the PRC. However, dueto the long arm provisions under the current PRC laws and regulations . . .” under the section entitled “RiskFactors” for more information. Pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”), the Public Company AccountingOversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that thePCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in:(1) mainland China of the People’s Republic of China because of a position taken by one or more authoriti