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December 19, 2022
Hongtao Shi
Chief Executive Officer
Prestige Wealth Inc.
Suite 5102, 51/F
Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Re:Prestige Wealth Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed December 2, 2022
File No. 333-267999
Dear Hongtao Shi:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 21, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed December 2, 2022
General
1.We note that your response to prior comment 1 was conclusory in nature and did not
sufficiently address the questions raised.  Please provide a detailed legal analysis
regarding whether (A) the Company and (B) each of its subsidiaries meet the definition of
an “investment company” under Section 3(a)(1)(A) of the Investment Company Act of
1940 (“Investment Company Act”).  In your response, please address the Company and
each subsidiary separately and please also address in detail, for each such entity, each of
the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 December 19, 2022 Page 2
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
December 19, 2022
Page 2
provide legal and factual support for your analysis of each such factor.
2.Please provide detailed legal analysis regarding whether (A) the Company and (B) each of
its subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(C)
of the Investment Company Act.  In your response, please include, for the Company and
each subsidiary, all relevant calculations under Section 3(a)(1)(C), identifying each
constituent part of the numerator(s) and denominator(s).  Please also provide
unconsolidated financial statements for each such entity prepared as of the most recent
available date.  Finally, please also describe and discuss any other substantive
determinations and/or characterizations of assets that are material to your calculations
with respect to each applicable entity.
3.Please supplementally provide your detailed legal analysis supporting your conclusion
that you are not an “investment adviser” as defined under the Investment Advisers Act of
1940 (“Advisers Act”).  In your response, please address each of the three prongs of the
“investment adviser” definition in Section 202(a)(11) of the Advisers Act and identify the
factual and legal basis for your position on each of these three prongs, including citations
to any applicable law, regulation or other precedent.  Please also provide the same
analysis for each of your subsidiaries.
4.Please supplementally provide your detailed legal analysis as to whether you and/or one or
more of your subsidiaries are integrated for the purposes of the Advisers Act.  In your
response, please address, in detail, each of the factors raised in the Richard Ellis SEC Staff
No-Action Letter (1981) and applicable law, regulation or precedent.
Business
Services—Wealth Management Services
Our Wealth Management Revenue Generation, page 106
5.Please refer to prior comment 5.  We note your disclosure of the amount of referral fees
recognized during 2020 directly followed by the amount of annual premiums paid by
clients during 2020.  Please revise to clarify the relevance and relationship, if any,
between the total amount of annual premiums paid by clients of $2,321,222 and the
amount of referral fees recognized of $1,463,172.  Alternatively, please revise to disclose
the amount of first year premiums on which the revenue was based on and recognized
during the year.  Please make similar revisions to your revenue discussions for other
periods in this section.

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 December 19, 2022 Page 3
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
December 19, 2022
Page 3
            You may contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions regarding comments on the financial statements and related
matters.  Please contact David Gessert at 202-551-2326 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Ying Li, Esq.