SecProbe.io

CORRESP
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filename1.htm

Prestige Wealth Inc.

February 10, 2023

Via EDGAR

Mr. David Gessert

Ms. Susan Block

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Prestige Wealth Inc.

Amendment No. 1 to Registration Statement on Form F-1

Filed December 2, 2022

File No. 333-267999

Dear Mr. Gessert and Ms. Block:

This letter is in response to the letter dated
December 19, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Prestige Wealth Inc. (the “Company”, “we”, or “our”). For ease of
reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 2 to the registration
statement on Form F-1 (“Amendment No. 2 to the Registration Statement”) is being filed to accompany this 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 provide legal and factual support for your analysis of each such factor.

Response:

Section 3(a)(1)(A) of the Investment Company Act
of 1940 defines “investment company” as any issuer which “is or holds itself out as being engaged primarily, or proposes
to engage primarily, in the business of investing, reinvesting, or trading in securities.” In determining whether an issuer is “primarily
engaged” in the investment company business for purposes of Section 3(a)(1)(A), the courts, the Securities and Exchange Commission
(“SEC”) and the SEC Staff have considered the following five factors: (1) the issuer’s historic development; (2) the
issuer’s public representation of policy; (3) the activities of the issuer’s officers and directors; (4) the source of the
issuer’s present income; and (5) the nature of the issuer’s present assets. See In the Matter of Tonopah Mining Co. of
Nevada (Investment Company Act Release No. 1084 (July 22, 1947) (“Tonopah”). Historically, the courts, the SEC
and the SEC staff emphasized the last two of these factors (e.g., the nature of an issuer’s assets and the sources of its
income). However, in SEC v. National Presto Industries, Inc., 486 F.3d 305, 315 (7th Cir. 2007) (“National Presto”),
the United States Court of Appeals for the Seventh Circuit held that “what principally matters is the beliefs the company is likely
to induce in investors. Will its portfolio and activities lead investors to treat a firm as an investment vehicle or as an operating enterprise?”
Therefore, based on National Presto, it now appears that the first three Tonopah factors are of equal or greater importance
than the last two factors.

 A. The Company

1.   Historic
Development – The Company is a Cayman Islands limited liability company incorporated on October 25, 2018. Since inception, the
Company has provided asset management and wealth management services to high net worth individuals through its direct and indirect, wholly-owned
subsidiaries. Specifically, the Company provides wealth management services through its direct, wholly-owned subsidiary, Prestige Private
Wealth Management Limited (“PPWM”). PPWM, in turn provides such services through its two direct, wholly-owned subsidiaries,
Prestige Wealth Management Limited (“PWM”) and Prestige Wealth America Inc. (“PWAI”) (“PPWM, PWM and PWAI
are referred to, collectively, as the “Wealth Management Subsidiaries”).

The Company provides asset management services
through its direct, wholly-owned subsidiary Prestige Asset International Inc. (“PAI”) PAI, in turn, provides such services
through its three direct, wholly-owned subsidiaries Prestige Asset Management Limited (“PAM”), Prestige Global Capital Inc.
(“PGCI”) and Prestige Global Asset Management Limited (“PGAM”) (PAI, PAM, PGCI and PGAM are referred to, collectively,
as the “Asset Management Subsidiaries”). A more detailed description of the wealth management and asset management services
that the Company provides through the Wealth Management Subsidiaries and the Asset Management Subsidiaries, respectively, is set forth
below.

2.   Public
Representations — The Company has represented to the public since inception that is a holding company engaged in the business
of providing wealth management services through its Wealth Management Subsidiaries and Asset Management Services through its Asset Management
Subsidiaries.

3.   Officers
and Directors –The Company’s officers and directors devote substantially all of their time overseeing the provision of
wealth management and asset management services to clients through the Wealth Management Subsidiaries and Asset Management Subsidiaries.

4.   Sources
of Income – As of December 31, 2022, substantially all of the Company’s net income for the preceding four fiscal quarters
combined was derived from the revenues of its Wealth Management Subsidiaries and Asset Management Subsidiaries. While this income, arguably,
was derived from “securities” for Section 3(a)(1)(A) purposes, it was not derived from investment securities under Section
3(a)(1)(C) or from securities under Rule 3a-1. This is because the company actively engaged in non-investment company businesses (wealth
management and asset management) through the Wealth Management Subsidiaries and the Asset Management Subsidiaries.

5.   Nature
of Assets – Finally, as of December 31, 2022, the Company’s total unconsolidated assets were comprised substantially of
investments in PPWML and PAI, the Company’s two wholly-owned subsidiaries. While these assets, arguably, may be deemed securities
for Section 3(a)(1)(A) purposes, they are not investment securities under Section 3(a)(1)(C) or securities under Rule 3a-1. This is because
the Company actively engages in non-investment company businesses (wealth management and asset management) through these and the other
Wealth Management Subsidiaries and Asset Management Subsidiaries.

Based on the foregoing, we respectfully submit
that the company is not engaged primarily in the investment company business under Section 3(a)(1)(A). Rather, it is primarily engaged
in providing wealth management services and assert management services to high net worth individuals through its Wealth Management and
Asset Management Subsidiaries. The sources of its income and the nature of its assets do not alter this conclusion.

    2

 B. PPWM

1.   Historic
Development – PPWM is a British Virgin Islands company incorporated on May 23, 2014. Since its inception, PPWM has engaged in
wealth management business itself and provides the wealth management related services through its two wholly-owned subsidiaries PWM and
PWAI, particularly PWM. These services are discussed in more detail below. However, in general, PWM and PWAI refer high net worth individuals
to insurance brokers who sell non-securities-based insurance products, and provide related administrative services.

2.   Public
Representations — PPWM has represented to the public since inception that it provides wealth management services to high net
worth individuals through its two wholly-owned subsidiaries PWM and PWAI.

3.   Officers
and Directors – PPWM’s officers and directors devote substantially all of their time to overseeing the wealth management
services as well as its two wholly-owned subsidiaries PWM and PWAI.

4.   Sources
of Income – As of December 31, 2022, all of PPWM’s net income for the preceding four fiscal quarters combined was derived
from referral fees for providing wealth management services, and the related services were provided by its two wholly-owned subsidiaries.
While this income, arguably, is derived from securities for purposes of Section 3(a)(1)(A), it is not treated as such for purposes of
the 45% Income Test under Rule 3a-1. This is because PPWM engages in wealth management business itself and provides the wealth management
related services through the two wholly-owned subsidiaries, PWM and PWAI, particularly PWM. For this reason, this Tonopah factor
should not be counted against PPWM in determining its status under Section 3(a)(1)(A).

5.   Nature
of Assets – As of December 31, 2022, all of PPWM’s assets consisted of cash, cash equivalents, accounts receivables, contract
assets, amounts due from related parties, prepaid expenses and other assets that are not securities. While these assets, arguably, are
“securities” under Section 3(a)(1)(A), they are not “investment securities” for purposes of Section 3(a)(1)(C)
or securities for purposes of Rule 3a-1. This is because PPWM engages wealth management business itself and provides the wealth management
related services through these subsidiaries, PWM and PWAI, particularly PWM. For this reason, this Tonopah factor also should not be counted
against PPWM in determining its status under Section 3(a)(1)(A) of the 1940 Act.

Based on the foregoing, we respectfully submit
that PPWM is not engaged primarily in the investment company business under Section 3(a)(1)(A) of the 1940 Act. Rather, it is primarily
engaged directly and through its two wholly-owned subsidiaries (PWM and PWAI) in the provision of wealth management services to high net
worth individuals. The nature of its assets and the sources of its income do not alter this conclusion.

    3

 C. PAI

1.   Historic
Development –PAI is a British Virgin Islands company incorporated on December 4, 2015. Since inception, PAI has provided asset
management services outside the U.S. to funds and high net worth individuals who are non-U.S. persons through its three wholly-owned subsidiaries
(PAM, PGAM and PGCI). A more detailed discussion of the specific asset management services that each wholly-owned subsidiary provides
is set forth below.

2.   Public
Representations — PAI has represented itself to the public since inception as providing asset management services outside the
U.S. to funds and high net worth individuals who are non-U.S. persons through its three wholly-owned subsidiaries.

3.   Officers
and Directors – PAI’s officers and directors spend substantially all of their time overseeing the asset management services
that PAI provides through its wholly-owned subsidiaries.

4.   Sources
of Income – As of December 31, 2022, all of PAI’s net income for the preceding four fiscal quarters combined was derived
from the revenue of its three wholly-owned subsidiaries. While this income, arguable, is derived from securities for purposes of Section
3(a)(1)(A), it is not treated as such for purposes of the 45% Income Test under Rule 3a-1. This is because PAI engages in the asset management
business through its wholly-owned subsidiaries.

5.   Nature
of Assets – As of December 31, 2022, all of PAI’s assets consisted of investments in its wholly-owned subsidiaries. While
these assets, arguably, are “securities” under Section 3(a)(1)(A), they are not “investment securities” for purposes
of Section 3(a)(1)(C) or securities for purposes of Rule 3a-1. This is because PAI engages in the asset management business through these
subsidiaries.

Based on the foregoing, we respectfully submit
that PAI is not engaged primarily in the investment company business under Section 3(a)(1)(A) of the 1940 Act. Rather, it primarily engages,
directly and through its three wholly-owned subsidiaries (PAM, PGAM and PGCI), in the business of providing asset management services
outside of the U.S. to high net worth individuals who are non-U.S. persons. The nature of its assets and the sources of its income do
not alter this conclusion.

 D. PWM

1.   Historic
Development – PWM is a Hong Kong company incorporated on January 26, 2015. Since inception, PWM has provided wealth management
services outside the U.S. to high-net-worth individuals who are non-U.S. persons. These services include referring foreign high net worth
individuals to insurance brokers who sell insurance products that are not securities (e.g., term life insurance, critical illness
insurance and high-end medical insurance), as well as providing related administrative services.

2.   Public
Representations — Since inception, PWM has represented itself to the public as a firm that provides wealth management services.
Specifically, a firm that refers prospective policy holders to insurance brokers by providing related services to its holding company
PPWM.

3.   Officers
and Directors – PWM’s officers and directors devote substantially all of their time to overseeing and providing PWM’s
wealth management services.

4.   Sources
of Income – As of December 31, 2022, all of PWM’s income for the preceding four fiscal quarters combined was derived from
services revenues for providing wealth management related services to its holding company PPWM. No income was derived from securities.

5.   Nature
of Assets – As of December 31, 2022, 100% of PWM’s assets were comprised of cash, cash equivalents, amounts due from related
parties, prepaid expenses and other assets that are not securities. No portion of its assets were comprised of securities.

Based on the foregoing, we respectfully submit
that PWM is not engaged primarily in the investment company business under Section 3(a)(1)(A) of the 1940 Act. Rather, it is primarily
engaged directly in the provision of wealth management services outside the U.S. to high net worth individuals.

    4

 E. PWAI

1.   Historic
Development – PWAI is a California corporation incorporated on February 15, 2022. It is also a licensed insurance agent in the
State of California. Since inception, PWAI has sought to provide wealth management services in the U.S. to high net worth individuals,
such as referring high net worth individuals to insurance brokers who sell insurance products that are not securities (e.g., life insurance).
However, PWAI has not realized any income to date. PWAI also holds a license issued by the California Department of Insurance, effective
May 9, 2022, whereby PWAI is authorized as a licensed Resident Insurance Producer to act as a life insurance agent.

2.   Public
Representations — PWAI has represented itself to the public since inception as a firm that provides wealth management services,
and specifically, as a firm that refers prospective policy holders to insurance brokers and holds itself out as a licensed Resident Insurance
Producer with a focus on life insurance.

3.   Officers
and Directors – PWAI’s officers and directors devote substantially all of their time to overseeing and providing PWAI’s
wealth management services.

4.   Sources
of Income – As of December 31, 2022, PWAI has not have any income for the preceding four fiscal quarters combined. No income
was derived from securities.

5.   Nature
of Assets – As of December 31, 2022, 100% of PWAI’s assets were comprised of cash, cash equivalents and amounts due from
related parties. No portion of its assets was comprised of securities.

Based on the foregoing, we respectfully submit
that PWAI is not engaged primarily in the investment company business under Section 3(a)(1)(A) of the 1940 Act. Rather, it is directly
engaged primarily in the provision of wealth management services in the U.S. to high net worth individuals.

 F. PAM

1.   Historic
Development – PAM is a Hong Kong company incorporated on December 14, 2015. PAM serves as investment adviser to PGA, a foreign
fund of hedge funds offered and sold outside the U.S. solely to high net worth individuals who are non-U.S. persons. In addition, PAM
provides discretionary accoun