July 17, 2024

Ting Kin Cheung
Chief Executive Officer
Plutus Financial Group Limited
8/F, 80 Gloucester Road
Wan Chai, Hong Kong

       Re: Plutus Financial Group Limited
           Amendment No. 2 to Registration Statement on Form F-1
           Filed June 21, 2024
           File No. 333-276791
Dear Ting Kin Cheung:

     We have reviewed your amended registration statement and have the
following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our March 5, 2024 letter.

Amendment No. 2 to Registration Statement on Form F-4
Our Revenue Model
Plutus Securities
Securities Dealing and Brokerage Services, page 4

1.     We note your disclosure on page 4 quantifying revenues from underwriting
and placing
       services during 2022 and 2023. Please revise your disclosure, here and
elsewhere as
       appropriate, to also clarify and quantify the extent to which you had
any sub-underwriting
       or sub-placing revenues.
2.     With regards to your underwriting and placement business, please revise
your disclosures
       to indicate whether you market and sell/cross-sell the related
instruments within the
       context of your asset management and advisory business.
 July 17, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for Fiscal Years Ended December 31, 2022 and 2023
Revenues, page 60

3.     Please revise your disclosures to address the reason(s) for: (i) the
significant increase in
       placing services weighted average commission rates, which appear to have
risen from .3%
       in fiscal 2022 to 14% in fiscal 2023; and (ii) the significant decrease
in placing proceeds,
       which declined from $160 million in fiscal 2022 to $8 million in fiscal
2023.
4.     As it relates to fund subscription and management fees, please revise
your disclosure to
       specify the rates charged on the Discretionary accounts and the Funds
for the periods
       presented. In addition, noting your disclosure that the decrease in
asset management fees
       year-over-year was the result of the decline in the rate charged to
funds, revise your
       disclosures to address the reason(s) for the rate decrease.
Operating Expenses, page 63

5.     We note that investments procured by account executives increased from
HK$267 million
       in 2022 to HK$273 million in 2023, but associated revenue generated from
those
       investments declined from HK$7 million to HK$3 million. We also note
your disclosure
       that commissions paid to account executives is based on investment
amounts of investors,
       and that commission amounts in 2023 declined from the prior year. Please
enhance your
       disclosures to provide more detail regarding the types of investments
procured, average
       commission rates earned by you during the periods presented, and how
changes in
       investments procured and associated revenue link to and affect the level
of commissions
       paid.
6.     We note the expected credit losses of HK$10.944 million recorded during
fiscal 2023.
       Please revise your disclosures, here or elsewhere, as appropriate, to
address the items
       below.
           Provide additional detail regarding the timing of the events and
circumstances that
           resulted in you recording the expected credit loss amount during the
last six months
           of fiscal 2023.
           Disclose whether you received additional listed share collateral to
satisfy margin calls
           prior to collateral liquidation and whether you liquidated the
collateral and received
           resulting funds directly (rather than customers doing so).
           Discuss the extent to which other customers had the same collateral
security and
           whether these customers were required to post additional collateral
to meet margin
           requirements.
           Describe how you determined the specific credit loss amount
recorded. Include, but
           do not limit your disclosure to, a discussion of the extent to which
any funds received
           or expected from (i) personal guarantees due to collateral
shortfalls or (ii) sale of
           listed share collateral impacted the amount of expected credit loss
recorded.
           Indicate, here and elsewhere as appropriate, whether there are any
delinquencies in
           regard to the margins loans held, and, if so, provide an aging
analysis.
           Disclose the general proportion of collateralization provided by
securities, other
           assets, and personal guarantees for your margin loans.
           Quantify and discuss the level of funds, if any, received from
personal guarantees due
 July 17, 2024
Page 3

           to collateral shortfalls on the margin lending activities for the
periods presented.
             Clarify whether a brokerage customer still has access to new
margin loans if you have
           recorded a credit loss on an outstanding margin loan for that
customer.
             Disclose the amount of accrued interest receivable written off and
included in the
           credit loss amount recorded.
Related Party Transactions
Amounts due from related parties, page 114

7.     We note your disclosure regarding the special dividend made in 2023 to
offset the amount
       due from Mr. Zhao. We also note that your previous amendments stated
that this balance
       would be settled by cash repayment from Mr. Zhao upon listing (e.g.,
page F-22 of the
       prior amendment). Please revise your disclosures, here or elsewhere as
appropriate, to
       address the items below.
           Explain why you chose to forgive this amount through special
dividend, rather than
           receiving cash payment.
           Disclose whether you expect any other advances or loans to be
settled by dividend.
           Noting that your cash flow disclosures and the statement of cash
flows show activity
           related to advances to a related party, clarify whether any other
advances to a related
           party were outstanding at December 31, 2023. If so, specify to whom
such advances
           were made and how you expect them to be settled.
Consolidated Statements of Changes in Shareholders' Equity, page F-5

8.     We note that you had dividends that reduced the amounts due from Mr.
Zhao in 2022 and
       in 2023. In the fiscal period ended December 31, 2022, you appear to
have reflected the
       "dividends made through reduction in amount due from the shareholder" as
a reduction of
       retained earnings. In the fiscal period ended December 31, 2023, you
appear to have
       reflected the same type of dividend, to the same individual and for the
same purpose, as
       solely a reduction to additional paid-in capital, rather than reducing
retained earnings to
       zero first. Please provide us with a thorough accounting analysis
explaining why you used
       different approaches for these dividends. Include specific references to
accounting
       guidance you relied upon that supports your accounting treatment.
       Please contact Marc Thomas at 202-551-3452 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Sonia Bednarowski at 202-551-3666 or Jessica Livingston at 202-551-3448 with
any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Finance