SecProbe.io

CORRESP
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Prestige Wealth Inc.

May 12, 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. 3 to Registration Statement on Form F-1

Filed March 10, 2023

File No. 333-267999

Dear Mr. Gessert and Ms. Block:

This letter is in response to the letter dated
March 23, 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. 4 to the registration
statement on Form F-1 (“Amendment No. 4 to the Registration Statement”) is being filed to accompany this letter.

Amendment No. 3 to Registration Statement on
Form F-1 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.

Response: The SEC staff has repeatedly
applied the revised separateness test set forth in Protecting Investors (“Revised Separateness Test”) when determining whether
a U.S. investment adviser is separate from and independent of its foreign investment adviser affiliates in a series of subsequent no-action
letters. See, e.g., Uniao de Bancos de Brasileiros S.A. (pub. avail. Jul. 28, 1992) (“Unibanco”); Mercury
Asset Management plc (pub. avail. Apr. 16, 1993); Kleinwort Benson Investment Management Limited (pub. avail. Dec. 15, 1993);
Murray Johnstone Holdings Limited (pub. avail. Oct. 7, 1994); ABN AMRO Bank, N.V. (pub. avail. Jul. 7, 1997); Royal Bank
of Canada (pub. avail. June 3, 1998); ABA Subcommittee on Private Investment Entities (pub. avail. Dec. 8, 2005) (collectively,
the “Foreign Adviser Affiliate Letters”). For example, the staff stated as follows in Unibanco:

[t]he Division will recognize separateness if the affiliated companies
are separately organized (e.g., two distinct entities); the registered entity is staffed with personnel (whether physically located
in the United States or abroad) who are capable of providing investment advice; all persons involved in United States advisory activities
are deemed ‘associated persons’ of the registrant; and the Commission has adequate access to trading and other records of
each affiliate involved in United States advisory activities, and to its personnel, to the extent necessary to monitor and police conduct
that may harm United states clients or markets.

PWAI and the Asset Management Subsidiaries satisfy
each and every one of the conditions under the Revised Separateness Test, to the extent applicable. First, PWAI and the Asset Management
Subsidiaries are distinct entities. Second, while PWAI is not an investment adviser, and, therefore, does not have any advisory personnel,
the Asset Management Subsidiaries are staffed with personnel capable of providing investment advice outside the U.S. to non-U.S. clients.
Third, there are no personnel associated with PWAI or the Asset Management Subsidiaries involved in U.S. advisory activities. Consequently,
it is not necessary to treat any of their personnel as “associated persons.” Finally, neither PWAI nor any of the Asset Management
Subsidiaries are involved in U.S. advisory activities. Consequently, the SEC does not need access to trading and other records. Consequently,
we believe that PWAI and the Asset Management Subsidiaries are separate from and independent of each other.

In any event, we do not believe that PWAI and
the Asset Management Subsidiaries raise the integration concern that Richard Ellis (Sept. 17, 1981), Protecting Investors and the
Foreign Adviser Affiliate Letters (collectively, the “Foreign Adviser Affiliate Precedents”) seek to address. Consequently,
we do not believe that reliance on the Foreign Adviser Affiliate Precedents (or any other particular SEC staff n0-action letter, for that
matter) letter is necessary here.

As more thoroughly discussed in our prior correspondence,
the Foreign Adviser Affiliate Precedents seek to address situations where an unregistered foreign investment adviser forms and operates
an affiliated U.S. registered investment as a hollow conduit through which it, indirectly, provides investment advisory services in the
U.S. without registration or regulation under the Advisers Act. The various conditions set forth in the Foreign Adviser Affiliate Precedents
are designed to ensure that the U.S. registered adviser is not a mere extension of the foreign investment adviser, itself. Put differently,
they attempt to establish the operational independence of the SEC registered investment adviser from its foreign unregistered affiliate.

PWAI and the Asset Management Subsidiaries do
not present hollow conduit concerns that the Foreign Adviser Affiliate Precedents seek to combat. PWAI does not provide advice about securities,
and, therefore, is not an even an “investment adviser” within the meaning of the Advisers Act. Moreover, while the Asset Management
Subsidiaries do provide investment advisory services to high net worth individuals, they do so exclusively outside of the U.S. to non-U.S.
persons. Thus, there is nothing to suggest here that the Asset Management Subsidiaries have formed and operate PWAI to conduct an unregulated
investment advisory business in the U.S, in circumvention of the Advisers Act. For these reasons, we do not believe that the Foreign Adviser
Affiliate Precedents (or any other SEC staff no-action letter, for that matter) are directly controlling here.

Notwithstanding the foregoing, we do believe that
PWAI and the Asset Management Subsidiaries are operationally distinct. The basis for our view is discussed immediately below.

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.

Response: We believe
that PWAI and the Asset Management Subsidiaries are operationally distinct based on all of the surrounding facts and circumstances, particularly
the following.

 ● Separate
                                            Entities -- PWAI and the Asset Management Subsidiaries are separate legal entities.

 ● Different
                                            Businesses – PWAI and the Asset Management Subsidiaries engage in different business
                                            lines. PWAI provides wealth management services to high net worth individuals in the U.S.
                                            These services are limited to advice and referrals pertaining to fixed insurance and not
                                            securities. In contrast, the Asset Management Subsidiaries provide assent management services
                                            and advice about securities exclusively outside the U.S. to high net worth individuals who
                                            are not U.S. persons.

 ● Separate
                                            Personnel – PWAI and the Asset Management Subsidiaries have separate personnel
                                            who do not overlap. PWAI has its own licensed endorsed agent who is responsible for the daily
                                            operations on behalf of PWAI. The Asset Management Subsidiaries have their own licensed officers
                                            who are responsible for providing asset management services.

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 ● Different
                                            Geographic Locations – PWAI and its personnel are geographically located in the
                                            United States. In contrast, the Asset Management Subsidiaries and all of their employees
                                            are geographically located offshore.

 ● Separate
                                            Operational Resources – PWAI has sufficient operational resources to conduct its
                                            wealth management business. Those resources are not shared with the Asset Management Subsidiaries.
                                            Thus, for example, PWAI and the Asset Management Subsidiaries separately use their own information
                                            technology equipment, software and personnel.

 ● Separate
                                            Compliance Programs -- PWAI and the Asset Management Subsidiaries have separate compliance
                                            programs. Moreover, separate personnel in different geographic locations oversee and administer
                                            these programs. Finally, these programs address fundamentally different compliance obligations
                                            due to different business lines and geographic locations of PWAI and the Asset Management
                                            Subsidiaries.

 ● Separate
                                            Creditors – PWAI and the Asset Management Subsidiaries have separate assets and
                                            liabilities from a creditor perspective. Thus, the assets of PWAI are not subject to the
                                            claims of creditors of the Asset Management Subsidiaries. Similarly, the assets of the Asset
                                            Management Subsidiaries are not subject to claims of PWAI’s creditors.

 ● Separate
                                            Marketing – PWAI and the Asset Management Subsidiaries are separately marketed
                                            and held out to the public. This is necessary given their different business lines and geographic
                                            locations.

 ● Officers
                                            and Directors – PWAI has just one director and one officer. This individual also
                                            serves as one of the directors and officers of the Asset Management Subsidiaries but is not
                                            involved directly in formulating or rendering advice about securities. This individual’s
                                            role at PWAI is limited to general oversight. He lives outside the U.S. and is not involved
                                            in PWAI’s management or supervision on a day-to-day basis. In fact, he is prohibited
                                            under California law from participating in PWAI’s insurance agency business.

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.

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 adviser” subject to registration and regulation under the Investment
Advisers Act of 1940, as amended (“Advisers Act”) applicable restrictions could make it more difficult for us to continue
our business and could have a material adverse impact on our business, operations and financial condition” on pages 33 and
34 of Amendment No. 4 to the Registration Statement. The revised risk factor disclosure is as follows:

If we were deemed to be an “investment
adviser” subject to registration and regulation under the Investment Advisers Act of 1940, as amended (“Advisers Act”)
applicable restrictions could make it more difficult for us to continue our business 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 adviser subject to registration and regulation under the Investment Advisers Act of 1940, as amended
(“Advisers Act”). In general, the Advisers Act subjects to registration and regulation any person who meets the definition
of investment adviser and makes use of the U.S. mails other U.S. jurisdictional means. The definition of “investment adviser”
encompasses any person who, for compensation, is engaged in the business of advising others about securities. We do not provide advice
about securities and, thus, we do not meet the Advisers Act definition of investment adviser. Consequently, we are not subject to registration
and regulation under the Advisers Act. Rather, we serve as a holding company for several direct and indirect wholly-owned subsidiaries
that provide wealth management and asset management services. All of the Company’s asset management services are located outside
of the U.S. and provide asset management services outside of the U.S. exclusively to non-U.S. persons.

The Advisers Act and the rules and regulations
under the Advisers Act impose certain operational restrictions and compliance obligations on registered investment advisers. These include,
for example, limitations on engaging in principal and agency transactions with clients, as well as charging performance-based fees. The
U.S. Supreme Court has also held that the Advisers Act imposes on registered investment advisers a fiduciary duty to eliminate or at least
disclose conflicts of interest. If we were subject to registration and regulation under the Advisers Act, these limitations and obligations
could make it more difficult for us to continue our business and could have a material adverse impact on our business, operations and
financial condition. Although our investment strategies might change in the future, we do not and will not engage in activities that will
subject us to registration and regulation under the Advisers Act and we believe we will not be deemed to be an “investment advisor”
under the Advisers Act.

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We hope the foregoing responses adequately address
all remaining SEC staff concerns under the 1940 Act and the Advisers Act. In the event this is not the case, our outside 40 Act counsel
would appreciate the opportunity to speak directly with the Division of Investment Management staff members responsible for preparing
the 1940 Act and Advisers Act 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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