SecProbe.io

March 15, 2019
Xiao Chen
Chief Financial Officer
Prestige Wealth Inc.
Suite 5102, 51/F
Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Re:Prestige Wealth Inc.
Draft Registration Statement on Form F-1
Submitted February 15, 2019
CIK No. 0001765850
Dear Ms. Chen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted February 15, 2019
Cover Page
1.Please disclose the date upon which the offering will end, as required by Item 501(b)(8) of
Regulation S-K.
Overview
Our Wealth Management Services, page 1
2.Please disclose the material information necessary to summarize your historical and future
business operations.  For example, please disclose:

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•Facilitating the sale of savings plans by third party brokers to your asset management
clients accounted for 93% of your total net revenue, and 98% of your total referral
fees, for the year ended September 30, 2018;

•The material terms of these "savings plans," which are only vaguely described as
providing "long-term compound interests" [sic] in pursuit of "wealth preservation and
growth," including but not limited to that savings plan policies have terms of 5-years,
10-years, more than 10 years and 20 years, and quantifying the number of savings
plans you have facilitated at such terms;

•Referral fees are materially higher at origination and lower upon a policy's renewal,
quantifying the average and ranges for each type of referral fee, and clarifying what if
any referral fee you receive between origination and renewal; and

•The scale of your operations and growth potential with your existing client base.  E.g.,
19 of your 27 total clients have already purchased insurance policies as of September
30, 2018 (or such information updated as of a more recent date), clarifying the number
of clients that have already purchased savings plans, as well as whether clients have or
may in the future purchase multiple savings plans (or increase their existing savings
plan) such that you would be entitled to additional referral fees or commissions;

Please also discuss the degree to which your wealth management business competes with
your asset management business given that your clients have a limited amount of assets to
either invest or insure.  Please make corresponding revisions to your MD&A and Business
sections as necessary.
Prospectus Summary, page 1
3.Please revise your Prospectus Summary to disclose that Mr. Chi Tak Sze will be your
controlling shareholder following your initial public offering consistent with your
disclosure on page 74.  Please further address here and in your risk factors whether you
will be a “controlled company” within the meaning of the NYSE American Rules and
disclose the material impact on shareholders.
Our Asset Management Services, page 2
4.Please disclose the material information necessary to summarize the scale and
performance of your asset management business.  For example, please disclose the:

•Number of clients as of a recent date and the proportion of clients classified as (i)
"high net worth," (ii) "ultra high net worth," or (iii) neither;

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•Performance of your two funds over recent periods, each funds' high-water mark as of
the same periods, and that you only earn performance fees in excess of a funds'
lifetime high-water mark; and

•Change in your AUM from FYE 2018 to 2017 (and any recent interim periods, if
materially different), the reasons for this change, and the material rights or restrictions
on a client's ability to redeem funds ( e.g. size, period, notice, etc.).

 Please make corresponding revisions to your MD&A and Business sections as necessary.
Risk Factors
Risks Related to Our Business
We may not be able to grow at the historical rate of growth ..., page 7
5.Please highlight the fact that your growth from 2017 to 2018 is mainly due to the
commencement of your wealth management services business in 2018, and your receipt of
referral fees from that business, which only occurred in 2018.
If any insurance products distributed by the product brokers we work with or our business
practices..., page 8
6.We note your disclosure here and in your last risk factor on page 11.  Please disclose the
material terms of the regulatory penalties or punishments to which you may be subject,
either for assisting in the distribution of an insurance product that violates any applicable
law or regulation, or for the actions of one of your insurance product brokers.
We have amounts due from an immediate family member of one of our directors..., page 13
7.We note your disclosure that you expect that balance due from Ms. Zhao will be repaid
before the registration statement becomes effective.  Please note that an "issuer" for
purposes of the Sarbanes-Oxley Act of 2002 includes companies that have filed a
registration statement, even before the registration statement has become effective.  Please
provide us with a detailed description of the terms of the expected repayment of all
amounts due and how you will ensure that this takes place before you file the registration
statement.
8.Please revise here and page 74 to disclose all material terms of the transactions
(e.g. whether and what interest accrues) and update the unpaid balance as of a more recent
date.  Please refer to Item Item 7.B.2. of Part I of Form 20-F for guidance.
Enforcement of Civil Liabilities, page 25
9.We note that you have appointed Hunter Taubman Fischer & Li LLC as your agent to
receive service of process with respect to any action brought against you in specific state
and federal courts.  Please revise to clarify whether you intend to limit any claims brought

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against you to these specific courts.  If so, please revise your risk factors to also disclose
the material risks related to such a limitation and explain your basis for restricting the
forum in which claims against you may be brought as neither your attached Memorandum
of Association nor Articles of Association appear to contain an exclusive forum provision.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
30
10.Please revise your MD&A to include a discussion and analysis of changes in your
financial position for each of the periods presented in your financial statements.   Please
refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
Key Components of Consolidated Statements of Comprehensive Income (Loss)
Underlying Products and Service Mix, page 32
11.We note your disclosure that referral fees from the subscription by your clients of savings
plans accounted for approximately 93% of your total net revenue for the year ended
September 30, 2018.   Please revise to provide additional information to allow an investor
to clearly understand the savings plans sold by the brokers, including but not limited to:

•The nature and basic structure of a savings plan;

•The typical amount of time a customer invests in a savings plan;

•The benefits/returns the savings plan provides, how the returns are
calculated/structured, if they are fixed or variable etc., and

•The key feature that makes the savings plan attractive to customers as compared to
other wealth management products available in the market.
Revenue
Wealth management services, page 33
12.Please revise to disclose your weighted-average referral fee based on the value of wealth
management products purchased for each period presented.  Going forward, please discuss
any significant trends.
Asset management services, page 34
13.Please revise to include a roll forward, for all periods presented, of assets under
management (AUM) showing the beginning balance, gross inflows, gross outflows,
market appreciation/deprecation, new funds established, acquisitions/dispositions of
existing funds, as well as any other significant component, to arrive at an ending AUM
balance.  Please disaggregate the AUM roll forwards by the fund categories, type,

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products, etc., if meaningful to understand your business.  Please identify significant
trends or concentrations within a particular fund category and/or investor type to
understand significant trends in your AUM and discuss the causal factors for the trends.
Refer to Item 303(a)(3) of Regulation S-K.
14.We note your disclosure on page 34 that subscription fees are range from 0.80% to 1.25%
of the capital contributions made to the funds committed capital and that management fees
range from of one-twelfth of 0.8% to 1.5% of the net asset value attributable to our
client’s respective equity holding positions.  For all periods presented, please quantify the
weighted average subscription and management fee rate and, if relevant, include a
discussion of any significant trends in your average fee rates.
Industry, page 45
15.We note you disclose information in this section in both RMB and HKD, with limited
references to USD approximations.  Whereas elsewhere in your prospectus you refer to
your "assets, obligations, commitments and liabilities" in USD.  Please revise to also
convert currency information in this section to enhance investor understanding of your
industry and comparability with disclosures regarding your business.
16.Please revise to focus on the industry background most relevant to your business
operations.  For example, please revise to:

•Clarify what type of insurance "savings plans" are ( e.g., long-term; investment linked;
general; business; composite, etc.) which were your principal source of revenue in
FYE 2018.

•Provide material information regarding hedge funds within the asset management
business generally, particularly fund of fund hedge funds, given than both PGA and
SP1 are FOF hedge funds.

•Distinguish between the market segments in which you currently operate, those in
which you propose to expand into (and have outlined such plans elsewhere in your
prospectus), and those in which you do not operate in or have any current plans to
operate in such that this information is presented merely as background.
Improvement of Regulation For Better Investor Protection., page 47
17.We note your disclosure that updated regulations by the Hong Kong Securities and
Futures Commission regulations "will be effective in Aug 2018" to address conflicts of
interest and that further regulatory updates were being developed.  Please revise to update
this information as of a recent date and expand upon any regulations that you anticipate
could have a material impact on your business.

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Overview of the Insurance Market in Hong Kong
Rising Demand for Insurance Policies from the PRC Visitors, page 48
18.Please revise to define a “PRC visitor” and explain how that is different than a “PRC
Citizen”.
Competitive Landscape..., page 49
19.Please revise to explain how there were "2,410 insurance agencies" when there were only
"160 authorized insurers in Hong Kong," both as ofJune 30, 2018.  Please further define
acronyms used in your prospectus (e.g. PIBA and CIB).
Business
Competitive Advantages
Significant Satisfaction, Approval from Client and High Client Retention, page 53
20.Please revise to include quantitative or additional qualitative support for your "high"
client retention and satisfaction.
Access to Highly Desirable but Scarce Products and Services, page 54
21.Revise to clarify why the "relatively rarer insurance polices [that you offer clients access
to are] not available to all insurance brokers."  Please make corresponding revisions with
respect to access to certain "global high quality assets" such as U.S. and E.U. based hedge
funds "that are rarely open to Asia investors or individual investors."
Carefully Selected..., page 54
22.Please expand upon the specific criteria you use in selecting the insurance product
brokers that you work with.  Relatedly, please revise to clarify whether and how
"qualified" insurance brokers differ from "licensed" insurance brokers.
23.Please expand upon the specific criteria you used to "carefully-select[]" the over 150
hedge funds in your proprietary database.  Relatedly, please to support your descriptions
of these hedge funds as "world-leading" and "top ranked."
Wealth Management Services, page 55
24.Please disclose the material terms of your referral fees and clarify the scope of the
relationship between you, your clients, and the insurance brokers that you introduce.  For
example:

•Describe the material terms of your referral service agreements, including duration and
expiration dates, exclusivity and termination provisions, as well as other material
provisions, and highlight those with respect to with Blue Ocean Wealth Management

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(Hong Kong).  In this regard, we note disclosure in your risk factor on page 9 entitled
“We generate the majority of our revenues through a limited number of product
brokers,” that the duration of these contracts is “short” and that your contract with
Blue Ocean Wealth Management (Hong Kong) which generated approximately
76.93% of your total revenues in your last fiscal year.

•Disclose the range and average of applicable "'free-look period[s]' during which the
client may cancel the insurance policies," whether any of these insurance products
may be canceled outside of these free look periods, and if there are any situations ( e.g.,
clawback or similar provisions) where you would be required to repay or remit any of
your referral fees.

•Clarify whether insurance brokers may approach or re-engage clients following your
introduction and the degree to which you would be entitled to compensation in these
circumstances ( e.g. at the expiration of a contract; after the passage of time; to offer
other insurance products, whether or not originally available; etc.).
25.Please disclose the actual referral fees due from Blue Ocean Wealth Management (Hong
Kong) Limited that are material to your business.  In this regard we note that this
relationship generated approximately 76.93% of your total revenues, and approximately
81% of your total revenues for your wealth management operations, for the fiscal year
ended September 30, 2018.
Our Value to Our Clients and Value-Added Services Offerings, page 58
26.Please disclose the term for which personal assistant services in Hong Kong are provided,
whether and what costs you incur for providing "value-added" or "value-adding" services
other than personal assistant services, and the "othe