Mark E. Crone Managing Partner [email protected]   Joe Laxague Partner [email protected]

VIA EDGAR

October 21, 2022

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Office of Finance

Division of Corporation Finance

Washington, D.C. 20549

Attn: David Gessert or Jessica Livingston

Dear Mr. Gessert:

We write on behalf of Plutus Financial Group Limited (the “Company”) in response to comments by the United States Securities and Exchange Commission (the “Commission”) in its letter dated August 17, 2022, commenting on the Company’s Registration Statement on Form F-1 submitted July 19, 2022 (the “Registration Statement”).

Titling and paragraph numbering of the comments listed below corresponds to the titling and numbering used in the Commission’s comment letter.

Draft Registration Statement on Form F-1 Submitted July 19, 2022

General

1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Please contact the staff member associated with the review of this submission to discuss how to submit the materials, if any, to us for our review.

Response: At this time, no written communications have been prepared for presentation to potential investors. The Company affirms that all such communications, when prepared and authorized for presentation to investors, will be furnished to Commission.

2. Please confirm that in your Exchange Act filings you will provide disclosure highlighting the risks associated with investing in companies that are based in or that have significant operations in the PRC and Hong Kong.

Response: In response to this comment, the Company confirms that its future Exchange Act filings will provide appropriate disclosures highlighting the risks associated with investing in companies that are based in or that have significant operations in the PRC and Hong Kong.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 2 of 21

3. Please provide your analysis as to whether you are an investment company under the Investment Company Act of 1940, including what exclusion from the Investment Company Act of 1940 that you and your subsidiaries are relying on (if any). Your detailed legal analysis should include relevant unconsolidated financial information supporting your determination and indicate the value of any investment securities and total assets, exclusive of cash items and Government securities, on an unconsolidated basis. In addition, please explain why an investment in Plutus Financial Group Limited is not equivalent to an investment in a fund of funds. Please note that we may refer your response to the Division of Investment Management for further review.

Response: In response to this comment, the Company respectfully submits that it is not an investment company under section 3(a)(1)(A) of the Investment Company Act of 1940 (the “Act”).

Section 3(a)(1)(A) of the Act defines an investment company to include an issuer primarily engaged (or holding itself out as being primarily engaged) in the business of investing in securities. As described in the confidential Draft Registration Statement on Form F-1, submitted on July 19, 2022 (the “Registration Statement”), the Company is a holding company that, through Plutus Securities Limited (“Plutus Securities”), provides securities dealings and brokerage services; margin financing services; and underwriting and placing services, and through Plutus Asset Management Limited (“Plutus Asset Management”), provides investment advisory services (both of Plutus Securities and Plutus Asset Management are wholly-owned indirect operating subsidiaries of the Company incorporated in Hong Kong).

The Commission and the courts have developed a number of criteria to be used in determining whether an issuer is engaged “primarily” in a non-investment business. The applicable criteria include: the issuer’s historical development; its public representations concerning its activities; the activities of its officers and directors, the extent of their involvement in the management of the issuer; the nature of its present assets; and the sources of its present income. The most significant criteria are the nature of an issuer’s assets (as evidenced by the percentage of the issuer’s assets invested in investment securities) and the sources of the issuer’s present income (as evidenced by the percentage of the issuer’s income derived from investment securities). See Dan River, Inc. v. Icahn, 701 F.2d 278 (4th Cir. 1983) (“Dan River”)) in which the court identified these five factors relevant to that standard—with special attention to the composition of the company’s assets and the sources of the company’s income. See also Financial Funding Group, Inc., SEC No-Action Letter, 1982 SEC No-Act. LEXIS 2155 (Mar. 3, 1982).

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 3 of 21

The Company primarily derives its income from two segments or sources: securities-related services and asset management services. The securities-related services segment, through Plutus Securities, generated commission by offering securities dealing and brokerage services, securities underwriting and placing services and other financing services. The asset management services segment, through Plutus Asset Management, generated asset management fees by providing asset management services and investment advisory services. As an investment adviser, the Company is primarily focused on investing the assets of others, and not as an investment company investing for its own account.

As disclosed in the Company’s audited consolidated financial statements as of December 31, 2020 and 2021 included in the Registration Statement, the Company does not hold a material amount of investment securities for its own account. In addition, none of the Company’s revenues have been derived from assets comprising investment securities. Thus, the two most important factors for determining the Company’s primary business indicate that the Company is not engaged in the business of investing, reinvesting or trading in securities for its own account.

The Company is also relying on the exemption from the definition of an investment company under Section 3(c)(2)(A) of the Act because it is clearly “primarily engaged in the business of underwriting, placing services and distributing securities issued by other persons, it acts as broker and dealer, as a market intermediary, and provides other financing services, and its gross income is derived principally from these business and related activities. In fact, all of the Company’s revenues have been derived from brokerage commissions, underwriting and placement agent fees, assert management fees, and interest income.

Finally, an investment in the Company is not equivalent to an investment in a fund of funds for the following reasons:

First, a fund of funds is primarily engaged in the business of investing in securities issued by investment funds. By contrast, the Company’s Plutus Asset Management subsidiary is primarily engaged in the business of providing investment advisory and asset management services to clients. Thus, the Company is engaged in a business that is different from the business of a fund of funds. Secondly, a fund of funds’ primary source of revenue is derived from the investment of capital, the return on which is dependent on the efforts of others. By contrast, the primary sources of revenue of an investment adviser like the Company are the management fees and incentive income it earns for providing investment advisory and management services to others. This revenue is not dependent on the investment of the Company’s own capital nor dependent on the efforts of others. Thus, the Company’s primary source of revenue is qualitatively different from a fund of funds’ source of revenue. Thirdly, the primary assets of a fund of funds are investment securities issued by funds. By contrast, the Company’s assets are primarily composed of investment management agreements to pursuant to which the Company acts as the investment manager or sub-investment manager, providing services to others. Thus, the Company’s assets are different from the assets of a fund of funds.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 4 of 21

Cover Page

4. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries based in China and that this structure involves unique risks to investors. Explain whether your corporate structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of the securities you are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of this structure.

Response: In response to this comment, the Company has amended the Registration Statement to add a bold text disclosure stating that the issuer is a Cayman Islands holding company conducting operations in Hong Kong through its Hong Kong subsidiaries, and that investors are purchasing shares in the Caymans holding company. The Company’s structure, which consists of ordinary parent-subsidiary relationships, is not designed to deal with any type of prohibition on direct investment in Hong Kong companies and is lawful under Hong Kong law. As part of the new bold-text disclosure, however, the Company has added additional disclosure that its structure could in theory be disallowed by some type of PRC action under its “long arm” jurisdiction over Hong Kong, causing the Company’s operations and the value of its ordinary shares to be adversely affected. A reference to the existing risk factor on this subject was also included.

5. Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China or Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: In response to this comment, the Commission’s attention is respectfully directed to the bold text pages in the Prospectus cover page that begin with the text: “All operations of the Company are primarily located in Hong Kong, a Special Administrative Region of the People’s Republic of China (“China” or the “PRC”), and therefore, the Company may be subject to unique risks . . .” These disclosures address the potential risks posed by recent regulations and policy statements by the government of the PRC, including new regulations on cybersecurity and new required permissions for overseas listings by certain types of PRC-based issuers. As discussed in this material, these new PRC regulations are not applicable to the Company under the Basic Law for Hong Kong, which provides that PRC national laws are not applicable in Hong Kong with the exception of certain enumerated matters relating to China’s defense, foreign affairs, and related subjects outside the local autonomy of Hong Kong. However, these bold text disclosures, as well as the more detailed risk disclosures throughout the Prospectus, highlight the potential risks (including hampered operations and/or worthless securities) that could result from the national government of the PRC unexpectedly imposing new regulations on (or extending existing mainland regulations to) Hong Kong.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 5 of 21

6. Clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Disclose, if true, that the holding company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

Response: In response to this comment and comment no. 4, above, the Company has amended the Registration Statement to add a bold text disclosure stating that the issuer is a Cayman Islands holding company conducting operations in Hong Kong through its Hong Kong subsidiaries, and that investors are purchasing shares in the Caymans holding company. Further, the Company has amended the Registration Statement so that its individual operating subsidiaries are referred to in the third person when discussing actual business operations, while the conventional first person plural usage is retained when discussing the offering, regulatory matters, consolidated financial information, and other items pertinent to the enterprise as a whole.

7. Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings. State whether any transfers, dividends, or distributions have been made to date between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.

Response: In response to this comment, a description of how cash is transferred amongst the Company and its subsidiaries, along with the other information requested by this comment, has been added to the Prospectus cover. There are no cross-references to the financial statements in this discussion, as no such transfers, dividends, or distributions were made during the periods presented.

8. We note your disclosure that Mr. Zhisheng Zhao is expected to control approximately 70.6% of your voting power immediately following the offer. Please revise to disclose that you will be considered to be a controlled company and whether you intend to take advantage of the “controlled company exemption” under the Nasdaq listing standards. Please provide corresponding disclosure in your prospectus summary including the corporate governance standards with which the company will not comply and risk factor disclosure. Refer to Instruction 1 to Item 407(a) of Regulation S-K.

Response: The Company does not intend to take advantage of the “controlled company” exemption from Nasdaq listing and corporate governance standards. As disclosed in the Registration Statement, the Company will have a majority independent board upon listing and has adopted board committee charters and policies consistent with Nasdaq’s regular listing and governance rules. A brief description of Nasdaq’s “controlled company” exemptions, as well as a disclosure that the Company does not intend to rely upon them, has been added at page 16 of the Registration Statement.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 6 of 21

Commonly Used Frequently Used Terms, page ii

9. We note your frequent use of the terms “clients” and “customers” throughout the filing. With regard to the use of these terms and your trading-related revenue and activities, please address the following:

● Provide us with an accounting analysis explaining your principal versus agent considerations for trading-related revenue and activities. As part of your response, describe the Company’s contractual rights and obligations regarding trade, execution, and clearing services;

● Identify for us who you consider to be your “clients” and “customers” as discussed throughout the document, explain any differences between these two populations, and explain if they, or any other party, meet the definition of a customer in accordance with ASC 606. Additionally, provide us with your consideration and accounting analysis of this guidance;

● Provide us with example customer agreements supporting your disclosure and accounting determinations;

● Revise your disclosures to discuss and identify specifically what are the contractual promised goods and services and to which party such promised goods and services are delivered; and

● Ensure clarifying disclosures are made throughout the document where needed, including within MD&A as well as in the notes to the financial statements, such as within Note 2 and the Summary of Significant Accounting Policies.

Response: In response to this comment, a discussion of principal versus agent considerations for each type of revenue has been added on pages 69-70 “Accounting Policies in relation to Revenue recognition”) and F-12 – F-13 (Note 2 of the financial statements) and where appropriate in the MD&A.

In addition, references to “clients” and “customers” throughout the Registration Statement have been revised refer to “customers” consistently in accordance with ASC 606.

Furnished herewith as Attachment 1 are sample customer contracts, as summarized below.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 7 of 21

Finally a discussion of the contractually promised goods and services for each type of revenue has been added on pages 53 and F-12 (Summary of Significant Accounting Policies and Note 2 of the financial statements) and where appropriate in the MD&A.

Prospectus Summary, page 1

10. Please relocate your Corporate History and Structure disclosure and diagram earlier in the summary. Additionally, identify clearly the entity in which investors are purchasing their interest and the entity(ies) in which the company’s operations are conducted. Further, also disclose the projected equity interests of public investors in the holding company immediately following the offering to clarify the post-offering structure and ownership amounts.

Response: In response to this comment, the Corporate History and Structure diagram and related disclosures were moved to the beginning of the Prospectus Summary. In addition, bold text disclosures were added above the chart identifying the issuer in the offering and the primary offering subsidiaries. In addition, the projected equity interests and ownership structure of the company pre-offering and post-offering were illustrated in a new table below the diagram.

11. Please revise to disclose for each material operating subsidiary the assets and net income for the years ended December 31, 2020 and 2021 and the interim period of 2022.

Response: In response to this comment, the Company has amended the Registration Statement to add a tabular disclosure of assets, net income, and related matters for both of its material operating subsidiaries.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 8 of 21

12. Revise to discuss and disclose the nature of the operations and activities for each of the subsidiaries in your Corporate Structure diagram.

Response: In response to this comment, the Company has amended the Registration Statement to include a brief description of the operations and activities of each entity below the corporate structure diagram.

13. Please clarify the “other overseas markets” in which you offer securities dealing and brokerage services.

Response: The Company does not currently, and in the periods presented in the Prospectus did not, offering securities dealing and brokerage services for markets outside of Hong Kong. The Prospectus has been corrected to remove references to “other overseas markets.”

14. Please revise your Summary of Significant Risk Factors disclosure to specifically describe the regulatory, liquidity and enforcement risks arising from your operations in China and Hong Kong with cross-references, including page numbers, to the more detailed discussion of these risks in the prospectus. Specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Further, please relocate the risks related to the jurisdictions where you do business, your corporate structure and possible prohibition of your shares from trading on a national exchange under the Holding Foreign Companies Accountable Act in your Summary of Significant Risk Factors beginning on page 4 and in your Risk Factors section so that these risk factors appear first.

Response: In response to this comment, the Company has amended the Registration Statement to re-organize the Summary of Significant Risk Factors as requested, and to expand certain of the summary descriptions and/or expand the referenced Risk Factors.

15. Please summarize the disclosure of enforcement of civil liabilities in Prospectus Summary and include a related summary risk factor. Please also revise the first risk factor on page 26 to separately describe the specific risks of enforceability of foreign judgments in Hong Kong and to discuss Cayman Islands and Hong Kong counsels’ respective determinations and file the respective consents of counsels to be named in the registration statement with respect to their determinations regarding the enforceability of foreign judgments under the laws of the Cayman Islands and Hong Kong. Additionally, relocate the Enforceability of Civil Liabilities section on page 102 to an earlier location in the prospectus.

Response: In response to this comment, the Company has amended the Registration Statement to expand its risk factor on enforceability of civil liabilities as requested and has add a summary of this risk factor to the summary of significant risk factors. In addition, the Enforceability of Civil Liabilities section has been moved to immediately after the Risk Factors section.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 9 of 21

16. We note your disclosure in Summary of Significant Risk Factors on page 7 that you “are not required to obtain permissions or approvals from any PRC authorities to either: (1) operate our business; or (2) issue our Ordinary Shares to foreign investors.” In a separate section of the Prospectus Summary, please confirm, if true, that neither you nor your subsidiaries are required to obtain any permission or approval from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. Additionally, state whether you or your subsidiaries are covered by permissions Page 5 requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve your or your subsidiaries’ operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: In response to this comment, the company has added a separate subsection of the prospectus summary entitled “PRC National Government Permissions and Approvals” which addresses the matters raised in the comment.

17. Please revise the Summary and Business sections to disclose any business concentrations. Additionally, your risk factor disclosure should disclose associated risks and identify the customers that account for 10% or more of your sales or accounts receivable. Refer to your disclosure on page F-23 that a single customer represented 10% or more of the Company’s total revenue, loans to customers and receivables from customers and the Company’s payables to customers.

Response: In response to this comment, the Company has amended the Registration Statement to include a disclosure of customer concentrations in the Business section, to add a Risk Factor on customer and accounts receivable concentration risk, and to include a reference to the new risk factor in the Summary of Significant Risk Factors.

Our Revenue Model, page 1

18. Please revise to expand your disclosures to clearly discuss the nature of each of the securities dealings and brokerage services provided to your clients. Quantify the revenues generated from each type of individual service provided to your clients for the periods presented.

Response: Please refer to the response to comment no. 11, above. In response to this comment and comment no. 11, the Company has amended the Registration Statement to add a tabular disclosure of assets, net income, and related matters for both of its material operating subsidiaries. The table includes revenue received by each operating subsidiary broken down by type of service provided.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 10 of 21

19. Please revise to disclose whether you receive payments from external brokers for the placement of orders. If so, expand your disclosures here or elsewhere in the document where appropriate to provide a thorough discussion of such arrangements and quantify associated volumes and revenues.

Response: In response to this comment, the Company has expanded its disclosures regarding payments that it receives from other brokers for the placement of orders under the “our revenue model” discussion on page 1 and in the MD&A.

20. Please revise to provide a more detailed discussion of the services provided when acting as a placement or sub-placing agent and how related fees received are determined and paid. Disclosures should clearly indicate the fees received from placement services and from sub-placement services separately, as well as the entities paying for these services being provided by you.

Response: In response to this comment, the Company has amended the Registration Statement to include the additional details requested under the “Underwriting and Placing Services” sub-heading.

21. Please revise to disclose where discretionary funds are located and held, and who maintains custody, control, and ownership of the funds. Provide similar information for investment fund management activities, as applicable.

Response: In response to this comment, the Company has amended the Registration Statement to provide this information for discretionary funds held for both discretionary account and asset management operations at page 5 and page 80.

22. Please expand to disclose the fees, commissions or revenues earned by Plutus Securities and Plutus Asset Management during the periods presented in your financial statements. Additionally, describe your customer base and your principal methods of distribution for your products or services.

Response: In response to this comment the Company has added the requested information to each subsection describing the specific services provided by Plutus Securities and Plutus Asset Management. In addition, please see the tabular disclosure added in response to comment no. 11.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 11 of 21

Notes on Prospectus Presentation, page 11

23. You state that you have not independently verified the third-party data or your internal data set forth in your prospectus. Please note that you are responsible for the entire contents of the registration statement. As this statement may imply an inappropriate disclaimer of responsibility with respect to third-party information, please delete the statement or revise to specifically state that you are liable for such information.

Response: In response to this comment, the Company has amended the Registration Statement to delete this statement.

Risk Factors

Risks Related to Legal Uncertainty, page 29

24. Please expand your disclosure in the last risk factor on page 29 to specifically acknowledge the risk that any action by the Chinese government to intervene or influence your operations could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: In response to this comment, the company has amended the indicated risk factor to reiterate this disclosure at the beginning of the risk factor.

Use of Proceeds, page 37

25. Please expand your disclosure to clarify how you intend to use offering proceeds “for developing proprietary investments desk to capture emerging growth opportunities and pursue long-term strategic investment.”

Response: In response to this comment, the Company has expanded the explanatory note on this use-of-proceeds item to provide additional detail.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business overview, page 44

26. Please revise to provide a more thorough discussion within MD&A that addresses and explains each of the specific services provided to your clients by both Plutus Securities and Plutus Asset Management. This should include expanded disclosure of both qualitative and quantitative details, such as but not limited to:

● What specific services are provided by you within each business;

● For securities dealing and brokerage services, the products in which you trade (e.g., equities, fixed income, commodities, etc.), whether you offer or engage in any fractional share trading, and whether / when you act as an introducing, executing, or clearing broker;

● Average fee rates earned for different services, and from whom;

● Disclosure of differences, if any, between rates for related and unrelated parties;

● Thorough discussion of fee rate trends and drivers for periods presented; and

● Discussion of any payment for order flow arrangements.

Response: In response to this comment, the Company has amended the Registration Statement to significantly expand its MD&A disclosures to provide the additional details requested with regard to the discussion of its services, revenues, and expenses disclosed in the MD&A. Please be advised that the Company does not have any payment for order flow arrangements.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 12 of 21

27. Please revise to discuss in detail how revenues are recognized and how fees are determined for each type of revenue source. Revisions should include, here or elsewhere in MD&A where appropriate, disclosure of the relevant accounting guidance you are following under U.S. GAAP and relevant considerations in applying that guidance.

Response: In response to this comment, the Company has amended the Registration Statement to provide the requested revenue recognition, fee income, and accounting guidance discussion near the end of the MD&A immediately after the “Recent Accounting Pronouncements” subsection.

28. Please revise to clarify and discuss the driver of the increase in underwriting and placing commissions in fiscal 2021, which appears to have been increased placing commissions from sub-placing, as there do not appear to have been underwriting commissions during the period.

Response: In response to this comment and comment no. 26, above, additional detail on this subject has been added under the Revenue subsection of the MD&A. The Company did not engage in sub-placing or sub-underwriting during the periods presented. Rather, as explained in the new disclosures, underwriting commissions declined due to decreased underwriting activity and placement commissions increased primarily due to an increase in bond placements.

Results of Operations for Fiscal Years Ended December 31, 2020 and 2021, page 45

29. We note that you have two reportable segments. Please revise your MD&A where appropriate to provide qualitative and quantitative disclosure and narrative regarding segment-level performance in addition to the performance of the Company as a whole.

Response: In response to this comment, the Company has amended the Registration Statement to provide segment level tabular and narrative disclosures in the MD&A section.

Revenues, page 46

30. Please revise to disclose the number of trades executed and cleared in the periods presented, accompanied by narrative explaining trends and drivers at a level that is granular enough to understand any offsetting movements within the totals (e.g., equities versus fixed income, etc.).

Response: In response to this comment, the Company has amended the Registration Statement to disclosure monetary volumes of transactions executed and cleared in the periods presented, which the Company respectfully submits is a more meaningful disclosure for potential investors. Additional information was added regarding the drivers of the increase in trading volume (a growing number of active clients and improved overall market sentiment in Hong Kong). The Company advises that there were no offsetting movements within the upward trends for trading volume and related revenues.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 13 of 21

31. We note your disclosures regarding securities brokerage commission and handling fee income. Please revise to note whether a brokerage commission and a handling fee could be earned separately and, to the extent that this is possible, separately disclose amounts attributable to each component. In addition, explain more fully how the increase in margin loans directly led to increased brokerage commission and handling fees.

Response: In response to this comment, the Company has added disclosure explaining that commissions are separately earned flat fees for handling a client’s application to subscribe in an IPO, with commissions earned based on the value of the securities actually allotted to the Company’s clients. The amounts attributable to handling fees specifically have also been added. The disclosure was also corrected to explain that increase in handling fee revenue resulted from the increase in number of clients applying to subscribe in IPOs due to the combined effects of improvement in the overall sentiment in the Hong Kong IPO market and the increasing recognition of, and marketing efforts by, the Company.

32. Enhance your disclosures to fully discuss the process for clients to obtain margin loans, indicating, for example, if every client is approved for a margin loan upon the opening and or funding of a brokerage account and how the respective margin loan amounts are determined. Also address the collateral requirements for margin lending, as well as the processes for monitoring the collateral requirements on a daily basis.

Response: In response to this comment, the Company has added disclosures explaining that clients are approved for a margin loan upon the opening of the brokerage accounts, and the margin loans are repayable on demand with the securities held under margin accounts maintained by the Company as collateral. The Company has a dedicated team to monitor the collateral requirements on a daily basis.

33. Please revise to separately disclose the average interest rates earned on securities lending and margin lending / margin financing, and separately indicate rates for unrelated and related parties for the periods presented.

Response: In response to this comment, the company has added the requested information to the Revenues subsection of the MD&A.

34. Please revise to explain the nature and terms of the IPO financing arrangements that generate revenues for the Company.

Response: In response to this comment, the company has added the requested information to the Revenues subsection of the MD&A.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 14 of 21

35. With regards to asset management and investment management and advisory services, please enhance your disclosures, here or elsewhere within MD&A, to address the following:

● Present assets under management (“AUM”) by asset class, distribution or client type, and / or other meaningful categories;

● Provide a roll-forward of AUM showing inflows, outflows, foreign exchange impact (if any), and market appreciation or depreciation for the periods presented;

● Separately quantify different fee types (e.g., fund subscription, management fees, performance fees, etc.), discussing trends and drivers for each;

● Separately disclose fees recognized from managing discretionary accounts and from acting as an investment manager for (i) internal and (ii) external funds during the periods presented;

● Disclose and discuss average fee rates and trends; and

● Quantify investment advisory services revenues.

Response: In response to this comment, the Company has amended the Registration Statement at page 59 to add a tabular disclosure of assets under management for the periods presented, together with a discussion quantifying fee types, fee rates, and changes and drivers for each.

Operating expenses, page 47

36. We note your disclosure that commission expenses accounted for nil and 3.1% of your revenues for the years ended December 31, 2020 and 2021, respectively. Please revise to indicate the reason that fees paid and payable to broker-dealers when executing a trading order to an exchange market through these broker-dealers are considered to be revenues.

Response: The commission expenses represent the fee paid and payable to the broker-dealers. The Stock Exchange of Hong Kong Limited on behalf of the investors to pay 1% commission to the company upon those IPO investors are allotted by the IPO shares. The Company receives such commission on behalf of broker-dealers. In response to this comment, the Company revisited the principle vs. agent concept and determined that the Company acts as the agent under such a transaction. Therefore, the commission revenue is presented in net amount and the commission expense is net off with the commission revenue in the revised F-1 as submitted. The Company enhanced the revenue recognition disclosure of each revenue type and the principle vs agency concept in the revised F-1.

37. Please revise to provide a discussion that quantifies and explains the changes in the individual types of compensation and benefits expenses during the periods presented.

Response: In response to this comment, the Company has clarified this part of its disclosure to explain that its compensation figures reflect primarily salary, with bonuses and benefits not being a material portion of total compensation. The increase in compensation expenses from 2020 to 2021 primarily reflects the increase in the Company’s headcount.

38. Please revise to provide a specific and through discussion with more detail regarding the promotion, brand building, and sourcing of potential customers that resulted in increased marketing and advertising expenses in the year ended December 31, 2021. Further, explain the nature and services provided by the marketing company that resulted in the payment of a fixed fee.

Response: In response to this comment, the Company has added additional detail on the specific services provided by the marketing company it engaged in 2021.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 15 of 21

39. Please revise to provide a discussion that quantifies and explains the changes in the individual types of general and administrative expenses during the periods presented.

Response: In response to this comment, the Company has added an explanation of the changes in each significant type of general and administrative expenses during the periods discussed.

40. We note your disclosure that you increased staffing during 2021. Please revise your disclosures to quantify this increase and indicate any concentrations in hiring areas.

Response: In response to this comment, the Company has added additional disclosure specify that staffing has increased as a result of two additional people employed in the asset management business.

Regulatory Capital Requirements, page 49

Response:

41. We note your disclosures related to regulatory capital requirements. Please revise to address the following:

● Disclose the actual capital amounts for Plutus Securities and Plutus Asset Management for each of the periods presented; and

● Enhance your narrative disclosure to provide an overview of your regulatory capital calculations, including definitions of key inputs. To the extent that the calculations and / or inputs in this section differ from what is relevant for requirements as disclosed in Note 13, also revise your disclosures in Note 13 to provide a similar narrative summary.

Response: In response to this Comment, the Company has amended the Registration period to include tabular disclosure showing the liquid capital amounts for Plutus Securities and Plutus Asset Management for each of the periods presented under the heading “Regulatory Capital Requirements” on page 64. In addition, an overview of the components of liquid capital (i.e., liquid assets and liquid liabilities) has been added.

Cash Flows, page 49

42. Please revise to disclose the name(s) of the shareholder(s) who made contributions to the Company in the periods ending December 31, 2020 and 2021.

Response: In response to this comment, the Company has amended the disclosure to identify Zhao Zhisheng as the shareholder making the contributions.

Analysis of Items with Major Changes on the Consolidated Balance Sheets

Loans to customers, page 51

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 16 of 21

43. Please revise to separately disclose the loans made for margin financing and securities lending for the periods presented and discuss related trends for each. In addition, ensure that disclosures throughout the document, such as (but not limited to) within the Business section, clearly address each of these lending activities.

Response: In response to this comment, the Company has clarified its disclosure to state that it does not engage in securities lending, but only margin lending for the financing of securities trading. In addition, disclosure was added to explain that the recent increase in margin lending was driven by improving market sentiment in Hong Kong resulting in customers utilizing a larger amount of the margin credit available to them.

44. We note your disclosure that you extended more margin loans to customers to induce them to trade securities. Please expand your disclosures to explain this more fully, including whether the process was different from your typical margin lending in any way.

Response: In response to this comment and comment no. 45, above, the Company has amended the Registration Statement to clarify that the increase in lending was primarily due to customers utilizing a greater portion of the margin loan amounts available to them and that margin terms and standards did not change from year to year.

Industry

Overview of Financial and Wealth Management Industry in Hong Kong, page 53

45. Please file the Industry Information Sheet commissioned by you and prepared by Frost & Sullivan as an exhibit to your registration statement, or advise. Additionally, file the consent of Frost & Sullivan to be named in the registration statement in accordance with Rule 436.

Response: In response to this comment, the Company has filed the Industry Information Sheet and the consent of Frost & Sullivan as Exhibit 99.4 to the amendment Registration Statement.

Business

Plutus Securities, page 62

46. For each representative transaction, please expand to disclose the fees and commissions you earned.

Response: In response to this comment, we have added a tabular disclosure showing the fees earned for each representative transaction shown.

Plutus Asset Management, page 63

47. Please expand to disclose your assets under management for each fund for the periods presented in your financial statements and as of the latest most practicable date.

Response: In response to this comment, the Company has added a tabular disclosure of the assets under management for each fund during 2020 and 2021.

Our Revenue Model

Plutus Securities, page 63

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 17 of 21

48. Refer to your disclosure on commissions charged for securities dealing and brokerage services, including the range in rates from 0.03% to 0.25 and your statement that commissions are “determined on a case-by-case basis, taking into account transaction history, trading volume and amount, market commission rates and market condition, etc.” Please revise to clarify the factors that determine the differences in rates and the application of the other listed variables to provide a clear summary of your current pricing of your securities dealing and brokerage services.

Response: The Company has corrected this disclosure to reflect its brokerage commission rate range of 0.08% to 0.25%, with an average of 0.16%. In addition, the Company has added an explanation that the specific commission rate for each customer is based on the subjective judgment of management at the time the account is opened as well as negotiations with customers. The disclosure has also been clarified to explain that the Company does not use a formulaic approach to determining commission rates, but instead makes a subjective business judgment with regard to each customer based on the factors listed.

Business

Operation Flow, page 65

49. We note your disclosure on page 66 regarding managed funds. Please revise to clarify who invests in your funds (e.g., internal versus external investment, and, if external, institutional versus retail investors, etc.).

Response: In response to this comment, the company has added a disclosure that investors in its funds are private companies and high net worth individuals.

Our Customers, page 66

50. Please expand your disclosure to identify the number of customers you provide services to during the periods presented in your financial statements.

Response: In response to this Comment, the Company has amended the Registration Statement to provide a tabular summary of its customers for the periods presented, together with a tabular summaries of customer concentrations.

Board of Directors

Director Independence, page 82

51. Please tell us how your board determined that Messrs. Zhisheng Zhao and Ting Kin Cheung will be independent within the meaning of the Nasdaq rules.

Response: The Company has corrected this disclosure to indicate that Wing Cheung Yan, Tin Shun Lui, and Wing Yan Lam will be the Company’s independent directors.

Executive Compensation

Compensation of Directors, page 86

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 18 of 21

52. Refer to your disclosure “we did not make any compensation payments to our directors for their services as Directors” and your disclosure on page 89 listing remuneration to Directors for the years ended December 31, 2020 and 2021. Please advise us how these statements are consistent or revise to reconcile.

Response: In response to this comment, the Company has clarified its disclosure on page 89 to explain that the remuneration shown reflects payments for services rendered as executive directors of the Company’s operating subsidiaries, and not compensation paid for service on the board of directors of Plutus Financial Group, Inc.

Related Party Transactions, page 88

53. For each of the balances and transactions with related parties disclosed, please address the following, or advise:

● Describe the nature of the loan and the transaction in which it was incurred and the interest rate on the loan; and

● Disclose the largest amount outstanding during the period covered and the amount outstanding as of the latest practicable date.

Refer to Item 4 of Form F-1 and Item 7.B. of Form 20-F.

Response: In response to this comment, the Company has amended the Registration Statement to expand its tabular disclosure on related party transactions to reflect the additional information requested.

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue recognition, page F-12

54. Please revise your disclosures to clarify how subscription and dividend collection handling fee revenues are recognized on a trade date basis, as it appears that these services could be provided over time.

Response: In response to this comment, the Company has expanded the disclosure on page F-12 to clarify the timing of revenue recognition of subscription and dividend collection handling fee revenues.

55. We note your disclosure that underwriting and placing commission income is recognized at a point in time when the transaction is completed. Please revise your disclosures to clarify whether the entire fee arrangement is variable consideration and whether you receive or are entitled to any compensation if the related transaction is not completed.

Response: In response to this Comment, the Company has revised the disclosure on page F-13 to clarify that there is no variable consideration in the entire fee arrangement and that the Company does not receive and is not entitled to any compensation if the related transaction is not completed.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 19 of 21

56. We note your disclosure that you are an agent with respect to interest income. We also note your disclosures, such as in Note 7, that you provide margin and IPO financing loans to customers. Please address the items below:

● Explain to us how you concluded that you are an agent given that you are providing the margin and IPO loans and carrying them on your balance sheet. Your response should include references to authoritative accounting literature you relied upon in making this determination; and

● Clarify for us whether interest income is presented on a gross or net basis, and provide us with your accounting analysis showing how you determined that this was the appropriate presentation.

Response: In response to this comment, the Company has revised the disclosure on page F-12 to clarify its role as a principal for margin loan and IPO financing. Interest income from margin loans and IPO financing is presented on gross basis as the Company is acting as a principal.

57. Please revise your disclosures to provide a clear narrative discussion of your revenue recognition policy for each of your products and service offerings. Ensure your revised disclosures clearly address the following for each revenue stream:

● Explain who are your customers from an accounting perspective;

● Identify the promised goods or services;

● Discuss your specific performance obligations;

● Address whether consideration it is fixed or variable and, if variable, disclose whether it is constrained and / or what is the constraint; and

● Explain whether you are a principal or an agent for each type of transaction and how you reached this conclusion.

Response: In response to this comment, the Company has revised the disclosure on pages F-12 and F-13 to clarify the above matters for each revenue stream.

Government grants, page F-12

58. Please revise to disclose the amount of government grants recorded as revenue during the periods presented.

Response: In response to this comment, the Company has revised the disclosure on page F-13 to disclose the amount of government grants recorded as revenue during the periods presented.

Note 3. Segment Information, page F-14

59. Please revise to disclose interest revenues separately as required by ASC 280-10-50-22.

Response: In response to this comment, the Company has revised the disclosure on page F-16 to disclose interest revenues separately.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 20 of 21

60. Please clarify whether any segment assets or revenues are attributable to geographic areas other than Hong Kong. To the extent that this is the case, please revise your segment disclosures in accordance with ASC 280-10-50-41.

Response: In response to this comment, the Company advises that no segment assets or revenues are attributable to geographic areas other than Hong Kong. The Company has revised the disclosure on page F-15 to clarify the above matters.

Note 12. Related Party Balance and Transactions, page F-21

61. Please revise your disclosures to address the ability of the Chairman and Executive Director of the Company to repay the outstanding receivable to you as of December 31, 2021. Also, indicate if additional funds were advanced in 2022, and disclose whether and how much interest income was recognized on the funds advanced. Further, address the basis for not reflecting advances as a distribution of capital.

Response: In response to this comment, the Company has revised the disclosure on page F-23 to address the ability of the Chairman and Executive Director of the Company to repay the outstanding receivable to you as of December 31, 2021 and to disclose that no interest income was recognized on the funds advanced.

The advances have not been reflected as distribution of capital because distribution of capital requires the consent of the board of directors in a board meeting . The amount due from Mr. Zhao will be settled by way of dividend distribution and/or cash within 2022.

Note 14. Concentrations and Risks, page F-22

62. We note your disclosure on page F-23 regarding concentrations. Please clarify whether Customers (e.g., “A,” “B,” “C,” etc.) in each table are intended to represent the same customers in all tables.

Response: In response to this comment, the Company has revised the disclosure on pages F-24 and F-25 to clarify that the Customers in each table are intended to represent different customers in all tables.

United States Securities and Exchange Commission

Attn: David Gessert

October 21, 2022

Page 21 of 21

63. We note your disclosures regarding concentrations of credit risk. Please tell us how the information in the revenue and receivables tables correlate to each other. For example, we note that Customer C has a receivable of HK$15.752 million at December 31, 2021, but there is no individual customer with revenue in excess of that amount in the revenue table for 2021 or for a cumulative total from 2020 and 2021.

Response: The Company respectfully advises the Staff that the information in the revenue and receivables tables do not have a positive correlation.

The receivables tables represent the concentration risk of single customers over total loans to customers and receivables from customers. The receivable of HK$15.752 million from Customer C represented (i) HK$15.606 million of margin loans provided to Customer C included in “loans to customers” and (ii) HK$0.146 million margin interest receivables charged over the margin loan presented in “receivables from client”. Loans to customers do not contain a revenue component. As such, revenue is based on the total amount and duration of receivables outstanding from customers during the year and receivables are outstanding if the amount is not yet settled as at year end.

Signatures, page II-4

64. Please have your controller or principal accounting officer sign the registration statement. To the extent that any person is signing in more than one capacity, indicate each capacity in which such person is signing. Refer to Instructions 1 and 2 to Signatures on Form F-1.

Response: In response to this comment, the signature have been revised to indicate that Chun Lok Yeung is also the Company’s principal accounting officer.

Please feel free to contact me should you require additional information at (775) 234-5221 or [email protected].