SEC Comment Letter 0000000000-23-001986 to Prestige Wealth Inc. (PWM) (CIK 0001765850) (AURE)
Prestige Wealth Inc. (PWM) (CIK 0001765850)
Date: Feb. 28, 2023 · CIK: 0001765850 · Accession: 0000000000-23-001986
AI Filing Summary & Sentiment
File numbers found in text: 333-267999
Letter
United States securities and exchange commission logo February 28, 2023 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. 2 to Registration Statement on Form F-1 Filed February 10, 2023 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 December 19, 2022 letter. Amendment No. 2 to Registration Statement on Form F-1 filed February 10, 2023 General 1.We note your response to prior comment 4. Please supplementally provide your detailed legal analysis as to whether any of the Asset Management Subsidiaries are operationally integrated with PWAI, your California entity, or otherwise have an operational nexus to the United States. In your response, please address, in detail, each of the factors raised in the Richard Ellis SEC Staff No-Action Letter (1981).
FirstName LastNameHongtao Shi Comapany NamePrestige Wealth Inc. February 28, 2023 Page 2 FirstName LastName Hongtao Shi Prestige Wealth Inc. February 28, 2023 Page 2 Risk Factors If we were deemed to be an "investment company" under the Investment Company Act of 1940..., page 33 2.Please revise your risk factor language here to explain the relevant sections of the 1940 Act in plain English. In addition, clearly disclose the bases on which you claim to be exempt from registration and regulation under the 1940 Act. 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.
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United States securities and exchange commission logo
February 28, 2023
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. 2 to Registration Statement on Form F-1
Filed February 10, 2023
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 December 19, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 10, 2023
General
1.We note your response to prior comment 4. Please supplementally provide your detailed
legal analysis as to whether any of the Asset Management Subsidiaries are operationally
integrated with PWAI, your California entity, or otherwise have an operational nexus to
the United States. In your response, please address, in detail, each of the factors raised in
the Richard Ellis SEC Staff No-Action Letter (1981).
FirstName LastNameHongtao Shi
Comapany NamePrestige Wealth Inc.
February 28, 2023 Page 2
FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
February 28, 2023
Page 2
Risk Factors
If we were deemed to be an "investment company" under the Investment Company Act of
1940..., page 33
2.Please revise your risk factor language here to explain the relevant sections of the 1940
Act in plain English. In addition, clearly disclose the bases on which you claim to be
exempt from registration and regulation under the 1940 Act.
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.