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Prestige Wealth Inc.

March 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. 2 to Registration Statement on Form F-1

Filed February 10, 2023

File No. 333-267999

Dear Mr. Gessert and Ms. Block:

This letter is in response to the letter dated
February 28, 2023, 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. 3 to the registration
statement on Form F-1 (“Amendment No. 3 to the Registration Statement”) is being filed to accompany this 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).

Response: Richard Ellis (Sept. 17,
1981) sets forth the conditions that a U.S. registered investment adviser historically had to meet to demonstrate that it was separate
from and independent of its foreign investment adviser affiliates (“Richard Ellis Conditions”). As more fully discussed
in our prior response, PWAI does not provide advice about securities, and, therefore, does not satisfy the statutory definition of investment
adviser in Section 202(a)(11) of the Investment Advisers Act of 1940. Consequently, the Richard Ellis Conditions are not applicable
here.

In any event, the Commission discontinued insisting
on compliance with the Richard Ellis Conditions beginning in 1992, when it published Protecting Investors: A Half Century of
Investment Company Regulation (1992) (“Protecting Investors”). In Protecting Investors, the Commission replaced
the Richard Ellis Conditions with a new test for determining whether a U.S. investment adviser is separate from and independent
of its foreign investment adviser affiliates (“Revised Separateness Test”). Under the Revised Separateness Test, a U.S. registered
adviser is deemed separate from and independent of its foreign investment adviser affiliates if “affiliated companies are separately
organized (e.g., two distinct entities), and if the registered entity is staffed with personnel (whether physically located in
the United States or abroad) who are capable of providing investment advice.”

PWAI and its affiliated foreign entities which
are the Company’s subsidiaries conducting asset management related business (the “Asset Management Subsidiaries”) clearly
satisfy the Revised Separateness Test. First, PWAI and its affiliated Asset Management Subsidiaries are separately organized. They are
distinct entities, both legally and operationally. Second, each of PWAI’s affiliated Asset Management Subsidiaries that provides
investment advisory services to non-U.S. persons outside the U.S. is staffed with personnel who are capable of providing investment advice.
PWAI, itself, is not staffed with any advisory personnel because it does not provide advice about securities.

In conclusion, the Commission now applies the
Revised Separateness Test in lieu of the Richard Ellis Conditions in determining whether a U.S. adviser is separate from and independent
of its foreign adviser affiliates. The Revised Separateness Test is not applicable here, however, since PWAI does not provide advice about
securities, and, therefore, is not a U.S. investment adviser. Even if it is, PWAI and its affiliated Asset Management Subsidiaries clearly
satisfy the elements of the Revised Separateness Test. They are separately organized and those Asset Management Affiliates that provide
investment advisory services outside the U.S. to non-U.S. persons are adequately staffed with advisory personnel. Thus, PWAI and its foreign
Asset Management Subsidiaries should not be operationally integrated.

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.

Response: In response to the Staff’s
comment, we revised the risk factor under the title “Risk Factors —
Risks Related to Our Subsidiaries’ Business and Industry —
If we were deemed to be an “investment company” under the Investment Company Act of 1940, as amended (“1940 Act”),
applicable restrictions could make it impractical for our subsidiaries to continue their business as contemplated and could have a material
adverse impact on our business, operations and financial condition” on page 33 of Amendment No. 3 to the Registration Statement.
The revised risk factor disclosure is as follows:

“If we were deemed to be an “investment
company” under the Investment Company Act of 1940, as amended (“1940 Act”), applicable restrictions could make it impractical
for our subsidiaries to continue their business as contemplated and could have a material adverse impact on our business, operations and
financial condition.

We are not, and following this offering, do not
intend to operate as an “investment company” subject to registration and regulation under the Investment Company Act of 1940,
as amended (“1940 Act”). The 1940 Act, generally, subjects to registration and regulation any company that it is or holds
itself out as engaged primarily in the business of investing, reinvesting, or trading in securities (a “de facto investment
company”). Historically, in determining whether a company is “engaged primarily” in the investment company business,
and, thus, a de facto investment company, the courts and the Commission have considered the following five factors: (1) the company’s
historic development; (2) the company’s public representation of policy; (3) the activities of the company’s officers and
directors; (4) the source of the company’s present income; and (5) the nature of the company’s present assets (the Tonopah
Factors”). More recently the Seventh Circuit Court of Appeals ruled in SEC v. National Presto Industries, Inc., 486 F.3d
305, 315 (7th Cir. 2007) that what principally matters is the beliefs that a company is likely to induce in investors. Specifically, whether
its portfolio and activities will lead investors to treat the company as an investment vehicle or as an operating enterprise.

The Company is a not “engaged primarily”
in the investment company business under the Tonopah Factors and, therefore, is not a de facto investment company. Rather,
since its inception, the Company has been engaged primarily in providing wealth management services and asset management services to high
net worth individuals through its direct and indirect wholly-owned subsidiaries. The Company has represented to the public since inception
that is a holding company engaged in the business of providing wealth management services and asset management services through its direct
and indirect wholly-owned subsidiaries. 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 direct and indirect wholly-owned subsidiaries. Substantially
all of the Company’s revenue is derived from the wealth management services revenue and the asset management services revenue of
its direct and direct and indirect wholly-owned subsidiaries. Finally, substantially all of the Company’s assets are comprised of
the Company’s interests in the wholly-owned subsidiaries through which it provides wealth management services and asset management
services.

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The 1940 Act also subjects to registration and
regulation any company that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in
securities, and does not own or propose to acquire investment securities having a value exceeding 40% of the value of its total assets
(exclusive of government securities and cash items) on an unconsolidated basis (“prima facie investment company”).
The term “investment securities,” generally, includes all securities other than government securities and securities issued
by majority-owned subsidiaries that are not, themselves, investment companies.

The Company also is not a prima facie investment
company because substantially all of its assets are comprised of securities issued by wholly-owned subsidiaries that are not investment
companies. Thus, substantially less than 40% of the value of the Company’s total assets (exclusive of government securities and
cash items) are comprised of investment securities.

In summary, the Company is neither a de facto
investment company or a prima facie investment company presently subject to registration and regulation under the 1940 Act.

Notwithstanding the foregoing, if we were deemed
an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on capital structure, ability to
transact business with affiliates and ability to compensate key employees, may make it impractical for us to continue our business as
currently conducted and materially and adversely affect our business, operations and financial condition.”

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Hongtao Shi

    Name:
    Hongtao Shi

    Title:
    Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

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