SEC Comment Letter 0000000000-23-002934 to Prestige Wealth Inc. (PWM) (CIK 0001765850) (AURE)
Prestige Wealth Inc. (PWM) (CIK 0001765850)
Date: March 23, 2023 · CIK: 0001765850 · Accession: 0000000000-23-002934
AI Filing Summary & Sentiment
File numbers found in text: 333-267999
Letter
United States securities and exchange commission logo March 23, 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. 3 to Registration Statement on Form F-1 Filed March 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 February 28, 2023 letter. Amendment No. 3 to Registration Statement Filed March 10, 2023 General 1.We note your response to prior comment 1, but do not necessarily agree with your analysis that the Richard Ellis SEC Staff No-Action Letter (1981) was replaced with tests described in Protecting Investors: A Half Century of Investment Company Regulation (1992) (“Protecting Investors”) under your circumstances. Please state whether you are relying on any no-action letters issued after Protecting Investors in your integration analysis of PWAI and the Asset Management Subsidiaries, and, if so, supplementally provide your detailed legal analysis as to how such no-action letters apply.
FirstName LastNameHongtao Shi Comapany NamePrestige Wealth Inc. March 23, 2023 Page 2 FirstName LastName Hongtao Shi Prestige Wealth Inc. March 23, 2023 Page 2 2.In your response to prior comment 1, you state that PWAI and the Asset Management Subsidiaries are operationally distinct. Please supplementally provide detailed information to support this claim. For example, please describe where any compliance department is located; where employees, officers and directors are located; and whether any operational resources are shared. Risk Factors If we were deemed to be an “investment adviser” subject to registration and regulation under the Investment Advisers Act of 1940..., page 33 3.Please revise your risk factor language to clearly disclose the bases on which you claim to be exempt from registration and regulation under the Advisers 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
March 23, 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. 3 to Registration Statement on Form F-1
Filed March 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 February 28, 2023 letter.
Amendment No. 3 to Registration Statement Filed March 10, 2023
General
1.We note your response to prior comment 1, but do not necessarily agree with your
analysis that the Richard Ellis SEC Staff No-Action Letter (1981) was replaced with tests
described in Protecting Investors: A Half Century of Investment Company Regulation
(1992) (“Protecting Investors”) under your circumstances. Please state whether you are
relying on any no-action letters issued after Protecting Investors in your integration
analysis of PWAI and the Asset Management Subsidiaries, and, if so, supplementally
provide your detailed legal analysis as to how such no-action letters apply.
FirstName LastNameHongtao Shi
Comapany NamePrestige Wealth Inc.
March 23, 2023 Page 2
FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
March 23, 2023
Page 2
2.In your response to prior comment 1, you state that PWAI and the Asset Management
Subsidiaries are operationally distinct. Please supplementally provide detailed
information to support this claim. For example, please describe where any compliance
department is located; where employees, officers and directors are located; and whether
any operational resources are shared.
Risk Factors
If we were deemed to be an “investment adviser” subject to registration and regulation under the
Investment Advisers Act of 1940..., page 33
3.Please revise your risk factor language to clearly disclose the bases on which you claim to
be exempt from registration and regulation under the Advisers 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.