SecProbe.io

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 Aurelion Inc.

 December 22, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Robert Arzonetti

 Re:
 Aurelion Inc.

 Registration Statement on Form F-3, as amended

 Initially Filed on October 17, 2025

 File No. 333-290953

 Dear Mr. Robert Arzonetti:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Aurelion Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-3, as amended, be accelerated to and that the Registration Statement become
effective at 4:30 p.m., Eastern Time, on December 23, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Aurelion Inc.

 By:
 /s/ Bjorn Schmidtke

 Name:
 Bjorn Schmidtke

 Title:
 Chief Executive Officer

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June 30, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Madeleine Mateo and Susan Block

    Re:
    Prestige Wealth Inc.

Registration Statement on Form F-1

Initially filed October 15, 2022, as amended

File No. 333-267999

Ladies and Gentlemen:

Pursuant to Rule 461, as amended,
the undersigned, as the representative of the prospective underwriters of the proposed offering by Prestige Wealth Inc. (the “Company”),
hereby join the Company’s request that the effectiveness of the above-referenced Registration Statement (the “Registration
Statement”) be accelerated so that the Registration Statement will become effective at 12:00 p.m., Eastern Time, on June 30, 2023,
or as soon thereafter as is practicable, or at such other time as the Company or its counsel, Hunter Taubman Fischer & Li LLC, may
request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the
Securities Act, please be advised that during the period from May 12, 2023 to the date of this letter, the preliminary prospectus, dated
May 12, 2023, in connection with the Registration Statement was distributed approximately as follows:

    Copies to underwriters:
    2

    Copies to prospective dealers:
    20

    Copies to prospective institutional investors:
    50

    Copies to prospective retail investors and others:
    1000

    Total:
    1072

The undersigned, as the representative
of the prospective underwriters of the proposed offering, advise on behalf of the underwriters that the underwriters have complied and
will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    REVERE SECURITIES LLC

    By:
    /s/ Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Senior Managing Director, Head of Investment Banking

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June 30, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Madeleine Mateo and Susan Block

    Re:
    Prestige Wealth Inc.

Registration Statement on Form F-1

Initially filed October 15, 2022, as amended

File No. 333-267999

Ladies and Gentlemen:

Pursuant to Rule 477(a) of the
Securities Act of 1933, as amended (the “Securities Act”), Prestige Wealth Inc, hereby requests the withdrawal of Request
for Acceleration of Effectiveness of the Registration Statement on Form F-1 (the “Request”), erroneously filed as File No.
333-267999, filed on June 28, 2023. The Request was inadvertently filed. We wish to withdraw the Request version to correct this error.
Simultaneous with the submission of this letter, we will be filing a new Request for Acceleration of Effectiveness of the Registration
Statement on Form F- solely to rectify the EDGAR filing error specified above.

We appreciate your assistance
in this matter.

    Very truly yours,

    REVERE SECURITIES LLC

    By:
    /s/ Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Senior Managing Director, Head of Investment Banking

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June 30, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Madeleine Mateo and Susan Block

    Re:
    Prestige Wealth Inc.

Registration Statement on Form F-1

Initially filed October 15, 2022, as amended

File No. 333-267999

Ladies and Gentlemen:

Pursuant to Rule 461, as amended,
the undersigned, as the representative of the prospective underwriters of the proposed offering by Prestige Wealth Inc. (the “Company”),
hereby join the Company’s request that the effectiveness of the above-referenced Registration Statement (the “Registration
Statement”) be accelerated so that the Registration Statement will become effective at 12:00 p.m., Eastern Time, on June 30, 2023,
or as soon thereafter as is practicable, or at such other time as the Company or its counsel, Hunter Taubman Fischer & Li LLC, may
request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under
the Securities Act, please be advised that during the period from May 12, 2023 to the date of this letter, the preliminary prospectus,
dated May 12, 2023, in connection with the Registration Statement was distributed approximately as follows:

    Copies to underwriters:
        0

    Copies to prospective dealers:
      0

    Copies to prospective institutional investors:
      0

    Copies to prospective retail investors and others:
      0

    Total:
      0

The undersigned, as the representative
of the prospective underwriters of the proposed offering, advise on behalf of the underwriters that the underwriters have complied and
will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    REVERE SECURITIES LLC

    By:
    /s/ Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Senior Managing Director, Head of Investment Banking

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Prestige Wealth Inc.

Suite 5102, 51/F, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

June 30, 2023

Via EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Madeleine Mateo

    Susan Block

    William Schroeder

    Michael Volley

    Re:
    Prestige Wealth Inc.

    Registration Statement on Form F-1, as amended (File No. 333-267999)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Prestige Wealth Inc. hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to and that the Registration Statement become
effective at 12:00 p.m., Eastern Time, on June 30, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Prestige Wealth Inc.

    By:
    /s/ Hongtao Shi

    Name:
     Hongtao Shi

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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Prestige Wealth Inc.

June 30, 2023

Via EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Madeleine Mateo

    Susan Block

    William Schroeder

    Michael Volley

    Re:
    Prestige Wealth Inc.

    Registration Statement on Form F-1, as amended (File No. 333-267999)

Ladies and Gentlemen:

On June 28, 2023, Prestige Wealth
Inc. requested acceleration of the effective date of the above referenced Registration Statement so that it would become effective at
4:30 p.m. ET on June 30, 2023, or as soon as thereafter practicable. We hereby withdraw our request for acceleration of effectiveness.

    Very truly yours,

    Prestige Wealth Inc.

    By:
    /s/ Hongtao Shi

    Name:
    Hongtao Shi

    Title:
    Chief Executive Officer

CORRESP
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June
30, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Madeleine Mateo and Susan Block

    Re:
    Prestige
    Wealth Inc.

    Registration Statement on Form F-1

    Initially filed October 15, 2022, as amended

    File No. 333-267999

Ladies
and Gentlemen:

Pursuant
to Rule 477(a) of the Securities Act of 1933, as amended (the “Securities Act”), Prestige Wealth Inc, hereby requests the
withdrawal of Request for Acceleration of Effectiveness of the Registration Statement on Form F-1 (the “Request”), erroneously
filed as File No. 333-267999, filed on June 30, 2023. The Request was inadvertently filed. We wish to withdraw the Request version to
correct this error. Simultaneous with the submission of this letter, we will be filing a new Request for Acceleration of Effectiveness
of the Registration Statement on Form F- solely to rectify the EDGAR filing error specified above.

We
appreciate your assistance in this matter.

    Very truly yours,

    REVERE SECURITIES LLC

    By:
    /s/
    Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Senior Managing Director, Head of Investment Banking

CORRESP
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June 28, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Madeleine Mateo and Susan Block

    Re:
    Prestige Wealth Inc.

Registration Statement on Form F-1

Initially filed October 15, 2022, as amended

File No. 333-267999

Ladies and Gentlemen:

Pursuant to Rule 461, as amended,
the undersigned, as the representative of the prospective underwriters of the proposed offering by Prestige Wealth Inc. (the “Company”),
hereby join the Company’s request that the effectiveness of the above-referenced Registration Statement (the “Registration
Statement”) be accelerated so that the Registration Statement will become effective at 4:30 p.m., Eastern Time, on June 30, 2023,
or as soon thereafter as is practicable, or at such other time as the Company or its counsel, Hunter Taubman Fischer & Li LLC, may
request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under
the Securities Act, please be advised that during the period from May 12, 2023 to the date of this letter, the preliminary prospectus,
dated May 12, 2023, in connection with the Registration Statement was distributed approximately as follows:

    Copies to underwriters:
    0

    Copies to prospective dealers:
    0

    Copies to prospective institutional investors:
    0

    Copies to prospective retail investors and others:
    0

    Total:
    0

The undersigned, as the representative
of the prospective underwriters of the proposed offering, advise on behalf of the underwriters that the underwriters have complied and
will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    REVERE SECURITIES LLC

    By:
    /s/ Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Senior Managing Director, Head of Investment Banking

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Prestige Wealth Inc.

Suite 5102, 51/F, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

June 28, 2023

Via EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Madeleine Mateo

    Susan Block

    William Schroeder

    Michael Volley

    Re:
    Prestige Wealth Inc.

    Registration Statement on Form F-1, as amended (File No. 333-267999)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Prestige Wealth Inc. hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to and that the Registration Statement become
effective at 4:30 p.m., Eastern Time, on June 30, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Prestige Wealth Inc.

    By:
    /s/ Hongtao Shi

    Name:
    Hongtao Shi

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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Prestige Wealth Inc.

June 8, 2023

Via EDGAR

Ms. Madeleine Mateo

Ms. Susan Block

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Prestige Wealth Inc.

Amendment No. 4 to Registration Statement on Form F-1

Filed May 12, 2023

File No. 333-267999

Dear Ms. Mateo and Ms. Block:

This letter is in response to the letter dated
May 30, 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 comment in this response.

Amendment No. 4 to Registration Statement on
Form F-1 filed May 12, 2023

General

1. We note your response to our prior comment
1 and reissue the comment in part. As such, the staff reiterates that the Revised Separateness Test (as defined in your response letter)
is not the appropriate analytical framework in this scenario where the staff’s question, in the first instance, is whether PWAI,
on the one hand, and the Asset Management Subsidiaries, on the other, are integrated under general Advisers Act principles. Please confirm
your understanding in your response letter.

Response: This confirms our understanding
that it is the staff’s position that the Revised Separateness Test (as defined in our prior response letter) is not the appropriate
analytical framework for determining whether PWAI and our Asset Management Subsidiaries are integrated under general Advisers Act principles.

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

United States securities and exchange commission logo
May 30, 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. 4 to Registration Statement on Form F-1
Filed May 12, 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 March 23, 2023 letter.
F-1/A filed May 12, 2023
General
1.We note your response to our prior comment 1 and reissue the comment in part.  As such,
the staff reiterates that the Revised Separateness Test (as defined in your response letter)
is not the appropriate analytical framework in this scenario where the staff’s question, in
the first instance, is whether PWAI, on the one hand, and the Asset Management
Subsidiaries, on the other, are integrated under general Advisers Act principles.  Please
confirm your understanding in your response letter.

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 May 30, 2023 Page 2
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
May 30, 2023
Page 2
            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 Madeleine Mateo at 202-551-3465 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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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.

    2

 ● 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.

*	*	*

    3

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

4

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.

CORRESP
1
filename1.htm

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.

    2

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

3

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.

CORRESP
1
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

United States securities and exchange commission logo
December 19, 2022
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. 1 to Registration Statement on Form F-1
Filed December 2, 2022
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 November 21, 2022 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

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 December 19, 2022 Page 2
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
December 19, 2022
Page 2
provide legal and factual support for your analysis of each such factor.
2.Please provide 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)(C)
of the Investment Company Act.  In your response, please include, for the Company and
each subsidiary, all relevant calculations under Section 3(a)(1)(C), identifying each
constituent part of the numerator(s) and denominator(s).  Please also provide
unconsolidated financial statements for each such entity prepared as of the most recent
available date.  Finally, please also describe and discuss any other substantive
determinations and/or characterizations of assets that are material to your calculations
with respect to each applicable entity.
3.Please supplementally provide your detailed legal analysis supporting your conclusion
that you are not an “investment adviser” as defined under the Investment Advisers Act of
1940 (“Advisers Act”).  In your response, please address each of the three prongs of the
“investment adviser” definition in Section 202(a)(11) of the Advisers Act and identify the
factual and legal basis for your position on each of these three prongs, including citations
to any applicable law, regulation or other precedent.  Please also provide the same
analysis for each of your subsidiaries.
4.Please supplementally provide your detailed legal analysis as to whether you and/or one or
more of your subsidiaries are integrated for the purposes of the Advisers Act.  In your
response, please address, in detail, each of the factors raised in the Richard Ellis SEC Staff
No-Action Letter (1981) and applicable law, regulation or precedent.
Business
Services—Wealth Management Services
Our Wealth Management Revenue Generation, page 106
5.Please refer to prior comment 5.  We note your disclosure of the amount of referral fees
recognized during 2020 directly followed by the amount of annual premiums paid by
clients during 2020.  Please revise to clarify the relevance and relationship, if any,
between the total amount of annual premiums paid by clients of $2,321,222 and the
amount of referral fees recognized of $1,463,172.  Alternatively, please revise to disclose
the amount of first year premiums on which the revenue was based on and recognized
during the year.  Please make similar revisions to your revenue discussions for other
periods in this section.

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 December 19, 2022 Page 3
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
December 19, 2022
Page 3
            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.

CORRESP
1
filename1.htm

Prestige Wealth Inc.

December 2, 2022

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.

Registration Statement on Form F-1

Filed October 25, 2022

File No. 333-267999

Dear Mr. Gessert and Ms. Block:

This letter is in response to the letter dated
November 21, 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.1 to the registration
statement on Form F-1 (“Amendment No.1 to the Registration Statement”) is being filed to accompany this letter.

Registration Statement on Form F-1 filed October
25, 2022

General

1. We note your response to our prior comment
number 2 and reissue in part. Please identify and explain (including a detailed calculation on an unconsolidated basis) what assets held
by the company are “investment securities” for the purposes of Section 3 of the Investment Company Act. Additionally, identify
the percentage of the value of the company’s total assets that are “investment securities.” As part of your response,
please also include an analysis of any exemptions you rely upon, if applicable, or advise. As part of your analysis, please discuss the
funds your subsidiaries manage. We note disclosure that your growth strategy includes growing subsidiaries’ asset management business
to include a larger number of funds and diversify the types of funds.

Response: In response to the Staff’s
comment, we revised our disclosure on page 33 of Amendment No.1 to the Registration Statement to disclose that the Company and our subsidiaries
do not hold any “investment securities” for purposes of Section 3 of the Investment Company Act. We also added relevant disclosure
to explain the calculation of unconsolidated assets. Since we do not hold any “investment securities,” we did not include
any analysis of any exemptions we would rely upon. As part of our analysis, we added a discussion about the funds that our subsidiaries
manage to clarify we do not intend to operate as an “investment adviser” subject to registration and regulation under the
Investment Advisers Act of 1940.

Cover page

2. Disclose on your cover page whether your
offering is contingent upon final approval of your NASDAQ listing on your cover page. To the extent you intend to proceed with your offering
if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on NASDAQ approval of your listing
application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor
disclosures to address the impact on liquidity and the value of shares. Please ensure the disclosure regarding NASDAQ approval is consistent
with your underwriting agreement.

Response: In response to the Staff’s
comment, we have revised our disclosure on the cover page of Amendment No.1 to the Registration Statement to disclose that the closing
of our offering is contingent upon the final approval of our Nasdaq listing application. In addition, we have revised our disclosure on
page 38 in the risk factors section of Registration Statement on Form F-1 to disclose that, assuming we satisfy the initial listing requirements
of Nasdaq, if we are unable to satisfy the criteria of Nasdaq for maintaining our listing, our securities could be subject to delisting,
which would have a negative effect on the liquidity and value of our ordinary shares. We confirm that our disclosure regarding Nasdaq
approval is consistent with our underwriting agreement.

Risk Factors, page 15

3. We note recent instances of extreme stock
price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number
of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk
factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may
add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such
volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects,
making it difficult for prospective investors to assess the rapidly changing value of your stock.

Response: In response to the Staff’s
comment, we have included a separate risk factor on page 46 in the risk factors section of Amendment No.1 to the Registration Statement
to discuss the potential for rapid and substantial price volatility, the known factors particular to our offering that may add to this
risk, and the risks to investors when investing in stock where the price is changing rapidly. We confirm we have clearly stated that such
volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects,
making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.

Allowance for doubtful accounts, page 73

4. We note your disclosure that you recorded
an allowance for doubtful accounts of $591,290, as of March 31, 2022 since all means of collection have been exhausted and the potential
for recovery is considered remote. We also note that a significant portion of the receivables are over one year past due. Please tell
us why you have not charged-off any receivables considering the guidance in ASC 310-10-35-41 indicates that a receivable balance should
be charged-off in the period deemed uncollectible.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 73 and F-38 of Amendment No.1 to the Registration Statement to disclose that we charged-off
the receivables in the amount of $591,290 as of March 31, 2022 since all means of collection have been exhausted and the potential for
recovery is considered remote. As a result, there are no receivables over one year past due in the table of aging.

Our Wealth Management Revenue Generation, page
106

5. We note your disclosure that, “For
the fiscal year ended September 30, 2020, we accrued referral fees for 19 policy originations in the amount of $1,463,172, and the total
amount of annual origination premium for those policies was $2,321,222.” Please revise to clarify what the $2,321,222 represents.
The current disclosure appears to indicate that your referral fees were 63% of the premiums. Please revise similar disclosure for other
periods in this section.

Response: In response to the Staff’s
comment, we revised our disclosure on page 107 of Amendment No.1 to the Registration Statement to clarify that the total amount of annual
origination premium of $2,321,222 represents the total amount of the annual premium for the policy origination paid by clients for the
fiscal year ended September 30, 2020. The referral fee rate for the fiscal year ended September 30, 2020 was 15.06%, which was disclosed
on pages 57, 64 and 106 of Amendment No.1 to the Registration Statement, along with the referral fee rates for other periods, and such
figures were calculated on the basis of the total policy premiums, instead of the annual premiums in the respective period.

    2

6. Please reconcile your disclosure on page
107 that the three policies originated during the six months ended March 31, 2022 had annual origination premium of $2,882,260 to your
disclosure on page 3 that the average premium for these three policies was approximately $9.6 million.

Response: In response to the Staff’s
comment, we revised our disclosure on page 107 of Amendment No.1 to the Registration Statement to reconcile our disclosure on page 107
to our disclosure on page 3, and clarified that the three policies originated during the six months ended March 31, 2022 have a 10-year
term, the total premiums of these policies amounted to $28,806,000, with annual premium for the three policy originations totaling $2,880,600,
and an average premium of approximately $9.60 million for each policy.

Contract Assets, page F-15

7. Please refer to comment 13. Please revise
your line item entitled “Net off amount payment due” in the roll forward table on page F-1 and used in several other tables
throughout the filing, to clarify what this represents. It appears that this activity may represent the reclassification of contract assets
to receivables as the result of rights to consideration becoming unconditional.

Response: In response to the Staff’s
comment, we revised our disclosure on pages F-16 and F-36 of Amendment No.1 to the Registration Statement to revise the line item entitled
“Net off amount payment due” to “Amounts billed to customers” in the roll forward tables and clarify the amounts
billed to customers represents the reclassification of contract assets to receivables as the result of rights to consideration becoming
unconditional.

8. We note your disclosure on page F-15 that
“The contract assets will not be reclassified to a receivable given that the right to invoice and the payment due date is the same
date.” This disclosure appears to contradict disclosure on the same page that states, “The contract assets will increase when
the Company recognizes it and will decrease when the payment is due and be reclassified to a receivable.” Please revise to clarify
your accounting policy regarding reclassification of contract assets to receivables.

Response: In response to the Staff’s
comment, we revised our disclosure on pages F-15 and F-36 of Amendment No.1 to the Registration Statement to clarify the accounting policy
regarding reclassification of contract assets to receivables. We deleted the disclosure that “The contract assets will not be reclassified
to a receivable given that the right to invoice and the payment due date is the same date.”

Note 5. Prepaid expenses and other assets,
page F-39

9. Please tell us how you considered whether
to write-off the prepaid deposit for acquisition considering you have not received any re-payments for 2 years. Also, please tell us,
and revise MD&A as appropriate, to discuss the status of any legal proceedings or other plans to recover the amounts due.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 73 and F-39 of Amendment No.1 to the Registration Statement to disclose how the Company considered
whether to write-off the prepaid deposit for acquisition and discuss the status of legal procedures and the Company’s plans to recover
the amounts due or write-off the balance. We also added disclosure to clarify that we have not written-off certain prepaid deposit for
acquisition because we are preparing to initiate arbitration proceedings in an attempt to collect the prepaid balance, and we will consider
writing off any balance if the probability of recovering the prepaid deposit for acquisition is low based on how arbitration proceedings
progress and after discussions with our counsel in the next few months.

Exhibit Index

Exhibit 5.1 - Opinion of Conyers Dill &
Pearman regarding the validity of the Ordinary Shares being registered, page II-4

10. We note that the opinion of counsel refers
to the registration of “up to 2,500,000 ordinary shares.” We further note that your fee table (Exhibit 107) registers 2,875,000
of your ordinary shares, which amount appears to include the underwriter’s over-allotment option, and that you will issue to the underwriter
warrants to purchase a number of ordinary shares equal to 7% of the total number of ordinary shares sold in this offering. Please provide
an opinion of counsel that opines on the legality of the total number of shares being registered and issued. Additionally, please confirm
that you have registered the full amount of shares underlying the underwriter’s warrants in the event the over-allotment option is exercised,
or revise accordingly.

Response: In response to the Staff’s
comment, we have provided an opinion of our Cayman counsel that opines on the legality of the total number of ordinary shares being registered
and issued (Exhibit 5.1). We have revised our filing fee table (Exhibit 107) and we confirm that we have registered the full amount of
shares underlying the underwriter’s warrants in the event the over-allotment option is exercised.

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

3

United States securities and exchange commission logo
November 21, 2022
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.
Registration Statement on Form F-1
Filed October 25, 2022
File No. 333-267999
Dear Hongtao Shi:
            We have reviewed your 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.
Registration Statement on Form F-1 filed October 25, 2022
General
1.We note your response to our prior comment number 2 and reissue in part.  Please identify
and explain (including a detailed calculation on an unconsolidated basis) what assets held
by the company are "investment securities" for the purposes of Section 3 of the
Investment Company Act.  Additionally, identify the percentage of the value of the
company’s total assets that are "investment securities."  As part of your response, please
also include an analysis of any exemptions you rely upon, if applicable, or advise.  As part
of your analysis, please discuss the funds your subsidiaries manage.  We note disclosure
that your growth strategy includes growing subsidiaries’ asset management business to

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 November 21, 2022 Page 2
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
November 21, 2022
Page 2
include a larger number of funds and diversify the types of funds.

Cover Page
2.Disclose on your cover page whether your offering is contingent upon on final approval of
your NASDAQ listing on your cover page.  To the extent you intend to proceed with your
offering if your NASDAQ listing is denied, revise your cover page to indicate that the
offering is not contingent on NASDAQ approval of your listing application and that if the
shares are not approved for listing, you may experience difficulty selling your shares.
Include risk factor disclosures to address the impact on liquidity and the value of
shares.  Please ensure the disclosure regarding NASDAQ approval is consistent with your
underwriting agreement.
Risk Factors, page 15
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Allowance for doubtful accounts, page 73
4.We note your disclosure that you recorded an allowance for doubtful accounts of
$591,290, as of March 31, 2022 since all means of collection have been exhausted and the
potential for recovery is considered remote.  We also note that a significant portion of the
receivables are over one year past due.  Please tell us why you have not charged-off any
receivables considering the guidance in ASC 310-10-35-41 indicates that a receivable
balance should be charged-off in the period deemed uncollectible.
Our Wealth Management Revenue Generation, page 106
5.We note your disclosure that, “For the fiscal year ended September 30, 2020, we accrued
referral fees for 19 policy originations in the amount of $1,463,172, and the total amount
of annual origination premium for those policies was $2,321,222.”  Please revise to clarify
what the $2,321,222 represents.  The current disclosure appears to indicate that your
referral fees were 63% of the premiums.  Please revise similar disclosure for other periods
in this section.

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 November 21, 2022 Page 3
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
November 21, 2022
Page 3
6.Please reconcile your disclosure on page 107 that the three policies originated during the
six months ended March 31, 2022 had annual origination premium of $2,882,260 to your
disclosure on page 3 that the average premium for these three policies was approximately
$9.6 million.
Contract Assets, page F-15
7.Please refer to comment 13.  Please revise your line item entitled “Net off amount
payment due” in the roll forward table on page F-1 and used in several other tables
throughout the filing, to clarify what this represents.  It appears that this activity may
represent the reclassification of contract assets to receivables as the result of rights to
consideration becoming unconditional.
8.We note your disclosure on page F-15 that “The contract assets will not be reclassified to
a receivable given that the right to invoice and the payment due date is the same date.”
 This disclosure appears to contradict disclosure on the same page that states, “The
contract assets will increase when the Company recognizes it and will decrease when the
payment is due and be reclassified to a receivable.” Please revise to clarify your
accounting policy regarding reclassification of contract assets to receivables.
Note 5. Prepaid expenses and other assets, page F-39
9.Please tell us how you considered whether to write-off the prepaid deposit for acquisition
considering you have not received any re-payments for 2 years.  Also, please tell us, and
revise MD&A as appropriate, to discuss the status of any legal proceedings or other plans
to recover the amounts due.
Exhibit Index
Exhibit 5.1 - Opinion of Conyers Dill & Pearman regarding the validity of the Ordinary Shares
being registered, page II-4
10.We note that the opinion of counsel refers to the registration of "up to 2,500,000 ordinary
shares."  We further note that your fee table (Exhibit 107) registers 2,875,000 of your
ordinary shares, which amount appears to include the underwriter's over-allotment option,
and that you will issue to the underwriter warrants to purchase a number of ordinary
shares equal to 7% of the total number of ordinary shares sold in this offering.  Please
provide an opinion of counsel that opines on the legality of the total number of shares
being registered and issued.  Additionally, please confirm that you have registered the full
amount of shares underlying the underwriter's warrants in the event the over-allotment
option is exercised, or revise accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameHongtao Shi
 Comapany NamePrestige Wealth Inc.
 November 21, 2022 Page 4
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
November 21, 2022
Page 4
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

Prestige Wealth Inc.

October 25, 2022

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. 5 to

Draft Registration Statement on Form F-1

Submitted May 13, 2022

CIK No. 0001765850

Dear Mr. Gessert and Ms. Block:

This letter is in response to the letter dated
June 15, 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. A registration statement on
Form F-1 (“Registration Statement on Form F-1”) is being filed to accompany this letter.

Amendment No. 5 to Draft Registration Statement
on Form F-1

General

1. Please confirm that in your Exchange Act
filings you will provide disclosure highlighting the risks associated with investing in companies that are based in or that have significant
operations in the PRC and Hong Kong.

Response: We respectfully confirm that
in our Exchange Act filings, we will provide disclosure highlighting the risks associated with investing in companies that are based in
or that have significant operations in the PRC and Hong Kong.

2. We note your response to prior comment 1.
Please expand your risk factor and regulatory disclosures to discuss the risk related to your potential status as an investment company
or an investment adviser, and address the basis for your status determination.

Response: In response to the Staff’s
comment, we revised our disclosure on pages  32 and 33 of Registration Statement on Form F-1 to discuss the risks related to our potential status
as an investment company and an investment adviser, and address the basis for our status determination.

Cover Page

3. We note your response to prior comment 3.
Please revise to refrain from using terms such as “we” or “our” when describing activities of subsidiaries.

Response: In response to the Staff’s
comment, we revised our disclosure throughout Registration Statement on Form F-1 to refrain from using terms such us “we”
or “our” when describing activities of subsidiaries.

4. We note your response to prior comment 4.
Please revise to provide a cross reference to the more detailed discussion of your cash management policies as they relate to how cash
is transferred through your organization in the Prospectus Summary. Please also address the possibility that the PRC could prevent the
cash maintained in Hong Kong from leaving or the PRC could restrict deployment of the cash into the business or for the payment of dividends.
Add similar disclosure to the summary risk factors and risk factors.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page, pages 12 and 21 of Registration Statement on Form F-1 to add a cross reference
to the more detailed discussion of our cash management policies as they relate to how cash is transferred through our organization in
the Prospectus Summary and address the possibility that the PRC could prevent the cash maintained in Hong Kong from leaving or the PRC
could restrict deployment of the cash into the business or for the payment of dividends.

Conventions that Apply to This Prospectus,
page ii

5. You state that references to “China”
or “PRC” refers to the People’s Republic of China, excluding the Taiwan region, Hong Kong, and Macau. Excluding Hong Kong
from this definition tends to obscure and mitigate the risks to investors because of your significant operations in Hong Kong. Please
revise your disclosure to remove the exclusion of Hong Kong and Macau from the definition of China and the PRC.

Response: In response to the Staff’s
comment, we revised our disclosure on page ii of Registration Statement on Form F-1.

Prospectus Summary, page 1

6. Please revise to address the following:

 ● Summarize the disclosure of enforcement of civil liabilities in Prospectus Summary;

 ● Include a related summary risk factor; and

 ● Revise the first risk factor on page 30 to separately describe the specific risks of enforceability
of foreign judgments in Hong Kong and to discuss Cayman Islands and Hong Kong counsels’ respective determinations.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 12 and 13 of Registration Statement on Form F-1 to summarize the disclosure of enforcement of liabilities
in Prospectus Summary, on page 9 of Registration Statement on Form F-1 to include a related summary risk factor; and on pages 38 and 39 of
Registration Statement on Form F-1 to revise the first risk factor to separately describe the specific risks of enforceability of foreign
judgments in Hong Kong and to discuss Cayman Islands and Hong Kong counsels’ respective determinations.

7. We note the revisions you made on page 8
in response to prior comment 7. Please disclose how you determined that permissions related to the CAC and the CSRC’s Overseas Listing
Regulations were not required. If you relied on the advice of counsel in making this determination, identify counsel and file its consent.
If you did not consult counsel in making these determinations, explain why you did not obtain the advice of counsel; if true, disclose
that your determination is based on a risk-based analysis; and include related risk factor disclosure.

Response: In response to the Staff’s comment, we revised our disclosure
on pages 9, 10, 18, 19 and 20 of Registration Statement on Form F-1 to disclose that, based on the facts described on pages 9, 10, 18,
19 and 20 of Registration Statement on Form F-1, we obtained the advice of counsel in making the determination that permissions from the
CAC and the CSRC’s Overseas Listing Regulations were not required, and the counsel’s consent letter is filed as Exhibit 23.5
to Registration Statement on Form F-1. We also revised our disclosure on pages 9 and 10 of Registration Statement on Form F-1 to disclose
that there is no guarantee that our determination is true or we will not be subject to requirements in the future and to include a cross
reference to the related risk factor.

    2

Overview, page 2

8. We note your disclosure that you utilized
a “short-term initial public offering (“IPO”) investment strategy” in your asset management services and that
this strategy contributed to 82.34% of your revenue for the most recent fiscal year ended September 30, 2021. Please revise to expand
upon this investment strategy including more clearly describing if your strategy entails making private equity investments prior to an
IPO or simply participating in the IPO.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 3, 27, and 98 of Registration Statement on Form F-1 to provide a clear description of
our strategy and to clarify that our strategy entails simply participating in the IPO.

9. We note your response to prior comment 10.
Please revise to disclose the number of clients you serve in your wealth management and asset management service lines as of the latest
most practicable date.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 2 and 97 of Registration Statement on Form F-1 to disclose the number of clients we serve
in our wealth management and asset management service lines as of the date of Registration Statement on Form F-1.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Underlying Products and Service Mix, page 48

10. Please revise to define “pews”.

Response: We respectfully advise the Staff
that the term “pews” was a spelling error in the original sentence and the correct term should be “product brokers.”
In response to the Staff’s comment, we revised our disclosure on page 61 of Registration Statement on Form F-1 to correct the
spelling error.

Business

Our Services

Wealth Management Services, page 82

11. If true, please disclose that your referral
fees for policy renewals are generally at a lower fee percentage than fee rates for the initial origination of such policies, as well
as the average and ranges of your referral fees in each instance. Further discuss the trends with respect to your policy renewal and initial
originations of policies, and their related impact on your referral fee revenue, for the period covered by your financial statements.

Response: In response to the Staff’s
comment, we revised our disclosure on page 106 and 107 of Registration Statement on Form F-1 to disclose that our referral fees for policy renewals
are generally at a lower fee percentage than fee rates for the initial origination of such policies, and to disclose the average and ranges
of our referral fees. We further discussed the trends with respect to our policy renewal and initial originations of policies, and their
related impact on our referral fee revenue for the fiscal year ended September 30, 2020 and 2021 and the six months ended March 31, 2022.

Asset Management Services

Asset Management Related Advisory Services,
page 88

12. We note your disclosure that you have been
providing asset management related advisory services to investment company clients since late 2018. Please revise to disclose the material
terms of these engagements, including but not limited to distinguishing the amount of revenues derived from “one-off” and annual
fees. Please also revise your Exhibit Index to include these agreements or explain why they are not required pursuant to Item 601(b)(10)
of Regulation S-K.

Response: In response to the Staff’s
comment, we revised our disclosure on page 114 of Registration Statement on Form F-1 to disclose the material terms of our agreements
with investment company clients for asset management related advisory services. Additionally, we filed the form of ongoing advisory services
agreement between Prestige Asset Management Limited and clients as Exhibit 10.18 to Registration Statement on Form F-1.

    3

Notes to Consolidated Financial Statements

Note 2 Summary of Significant Accounting Policies

Contract Assets, page F-14

13. Please revise to disclose, for all the
periods presented, an explanation of changes in the contract asset. In addition, for all periods presented, please present a roll forward
of activity including, to the extent applicable, the beginning and ending balance, increases due to new business, decreases upon billing,
decreases from payments received, and any other significant activity impacting the contract asset balance. Please refer to ASC 606-10-50-10.

Response: In response to the Staff’s
comment, we revised our disclosure on pages F-15 and F-36 of Registration Statement on Form F-1 to add an explanation of changes in the contract
asset and present a roll forward of activity including the beginning and ending balance, increases due to new business, decreases upon
billing, decreases from payments received, and any other significant activity impacting the contract asset balance.

Note 4 Accounts Receivable, Net, page F-18

14. Please revise to disclose an aging of your
accounts receivable for all periods presented and your policy for determining their past due or delinquency status. Please refer to ASC
310-10-50.

Response: In response to the Staff’s
comment, we revised our disclosure on pages F-19 and F-38 of Registration Statement on Form F-1 to disclose an aging of our accounts receivable for
all periods presented and our policy for determining their past due or delinquency status.

Note 8 Related Parties Balances and Transactions,
page F-22

15. We note disclosure that the material amount
due from Prestige Financial Holdings Group Limited relates to brand promotion services. Please revise to clarify the nature of this asset.
Include in your revised disclosures, for example, whether this represents a prepayment for services that will ultimately be expensed,
an advance to a related party that will be repaid, or something else. Also, please revise to disclose the material contractual terms including
any repayment terms related to these transactions.

Response: In response to the Staff’s
comment, we revised our disclosure on page F-24 of Registration Statement on Form F-1 to clarify the nature of this asset and disclose
the material contractual terms including repayment terms related to these transactions.

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

4

United States securities and exchange commission logo
June 15, 2022
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. 5 to
Draft Registration Statement on Form F-1
Submitted May 13, 2022
CIK No. 0001765850
Dear Mr. Shi:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form F-1
General
1.Please confirm that in your Exchange Act filings you will provide disclosure highlighting
the risks associated with investing in companies that are based in or that have significant
operations in the PRC and Hong Kong.
2.We note your response to prior comment 1.  Please expand your risk factor and
regulatory disclosures to discuss the risk related to your potential status as an investment

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 Comapany NamePrestige Wealth Inc.
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 FirstName LastNameHongtao Shi
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June 15, 2022
Page 2
company or an investment adviser, and address the basis for your status determination.
Cover Page
3.We note your response to prior comment 3.  Please revise to refrain from using terms such
as “we” or “our” when describing activities of subsidiaries.
4.We note your response to prior comment 4.  Please revise to provide a cross reference to
the more detailed discussion of your cash management policies as they relate to how cash
is transferred through your organization in the Prospectus Summary.  Please also address
the possibility that the PRC could prevent the cash maintained in Hong Kong from leaving
or the PRC could restrict deployment of the cash into the business or for the payment of
dividends. Add similar disclosure to the summary risk factors and risk factors.
Conventions that Apply to This Prospectus, page ii
5.You state that references to "China" or "PRC" refers to the People’s Republic of China,
excluding the Taiwan region, Hong Kong, and Macau.  Excluding Hong Kong from this
definition tends to obscure and mitigate the risks to investors because of your significant
operations in Hong Kong.  Please revise your disclosure to remove the exclusion of Hong
Kong and Macau from the definition of China and the PRC.
Prospectus Summary, page 1
6.Please revise to address the following:
•Summarize the disclosure of enforcement of civil liabilities in Prospectus Summary;
•Include a related summary risk factor; and
•Revise the first risk factor on page 30 to separately describe the specific risks of
enforceability of foreign judgments in Hong Kong and to discuss Cayman Islands and
Hong Kong counsels' respective determinations.
7.We note the revisions you made on page 8 in response to prior comment 7.  Please
disclose how you determined that permissions related to the CAC and the CSRC’s
Overseas Listing Regulations were not required.  If you relied on the advice of counsel in
making this determination, identify counsel and file its consent.  If you did not consult
counsel in making these determinations, explain why you did not obtain the advice of
counsel; if true, disclose that your determination is based on a risk-based analysis; and
include related risk factor disclosure.
Overview, page 2
8.We note your disclosure that you utilized a “short-term initial public offering (“IPO”)
investment strategy” in your asset management services and that this strategy contributed
to 82.34% of your revenue for the most recent fiscal year ended September 30, 2021.
Please revise to expand upon this investment strategy including more clearly describing if
your strategy entails making private equity investments prior to an IPO or simply
participating in the IPO.

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 Comapany NamePrestige Wealth Inc.
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 FirstName LastNameHongtao Shi
Prestige Wealth Inc.
June 15, 2022
Page 3
9.We note your response to prior comment 10.  Please revise to disclose the number of
clients you serve in your wealth management and asset management service lines as of the
latest most practicable date.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Underlying Products and Service Mix, page 48
10.Please revise to define “pews”.
Business
Our Services
Wealth Management Services, page 82
11.If true, please disclose that your referral fees for policy renewals are generally at a lower
fee percentage than fee rates for the initial origination of such policies, as well as the
average and ranges of your referral fees in each instance.  Further discuss the trends with
respect to your policy renewal and initial originations of policies, and their related impact
on your referral fee revenue, for the period covered by your financial statements.
Asset Management Services
Asset Management Related Advisory Services, page 88
12.We note your disclosure that you have been providing asset management related advisory
services to investment company clients since late 2018.  Please revise to disclose the
material terms of these engagements, including but not limited to distinguishing the
amount of revenues derived from "one-off" and annual fees.  Please also revise your
Exhibit Index to include these agreements or explain why they are not required pursuant
to Item 601(b)(10) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies
Contract Assets, page F-14
13.Please revise to disclose, for all the periods presented, an explanation of changes in the
contract asset.  In addition, for all periods presented, please present a roll forward of
activity including, to the extent applicable, the beginning and ending balance,
increases due to new business, decreases upon billing, decreases from payments received,
and any other significant activity impacting the contract asset balance. Please refer to ASC
606-10-50-10.
Note 4 Accounts Receivable, Net, page F-18
14.Please revise to disclose an aging of your accounts receivable for all periods presented and
your policy for determining their past due or delinquency status.  Please refer to ASC 310-
10-50.

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 Comapany NamePrestige Wealth Inc.
 June 15, 2022 Page 4
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
June 15, 2022
Page 4
Note 8 Related Parties Balances and Transactions, page F-22
15.We note disclosure that the material amount due from Prestige Financial Holdings Group
Limited relates to brand promotion services.  Please revise to clarify the nature of this
asset.  Include in your revised disclosures, for example, whether this represents a
prepayment for services that will ultimately be expensed, an advance to a related party
that will be repaid, or something else.  Also, please revise to disclose the material
contractual terms including any repayment terms related to these transactions.
            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.

United States securities and exchange commission logo
January 18, 2022
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. 4 to
Draft Registration Statement on Form F-1
Submitted December 20, 2021
CIK No. 0001765850
Dear Mr. Shi:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form F-1
General
1.We note 66.45% of your revenue for the six months ended March 31, 2021 was derived
from asset management funds and 99.98% of your revenue for the same period was
derived from asset management products and services.  Given your potential status as an
investment company under the Investment Company Act of 1940 or as an investment
adviser under the Investment Advisers Act of 1940, please provide us a legal analysis of
your expected status under those two Acts following the offering and taking into account

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January 18, 2022
Page 2
your intended use of proceeds.  Please also expand your risk factor and regulatory
disclosures related to your potential status as an investment company or an investment
adviser to address the basis for your status determination.
Cover Page
2.Please expand your disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange.  Please also disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign Companies Accountable Act and related regulations will affect your
company.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities of subsidiaries.  For example, disclose, if true, that your subsidiaries conduct
operations in China and that the holding company does not conduct operations.  Disclose
clearly the entity (including the domicile) in which investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings.  State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable.  Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.
5.If true, please disclose that you will be a controlled company following the
offering, disclose the controlling shareholder and his ownership percentage.  Further, tell
us whether you plan to rely on Nasdaq listing standards for a "controlled company," and if
so, please revise your cover page accordingly and provide related disclosure in the Risk
Factors section.
Prospectus Summary, page 1
6.In your Summary of Risk Factors, disclose the risks that your corporate structure
and having a majority of your customers in China poses to investors.  In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings

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 Comapany NamePrestige Wealth Inc.
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 FirstName LastNameHongtao Shi
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January 18, 2022
Page 3
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of the securities you are
registering for sale.  Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Additionally, in your Summary of Risk
Factors and your Risk Factors disclosure, please relocate the risks associated with
investing in a company that is based in or that has significant operations in China so that
these risk factors appear first.
7.State whether you or your subsidiaries are covered by permissions requirements from the
China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
(CAC) or any other governmental agency that is required to approve your subsidiaries'
operations, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied.  Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
8.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings.  Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary has made to
the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date.  Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and U.S. investors.
9.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.  Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Overview, page 1
10.Please revise to address the following:
•In addition to the descriptions provided in Conventions that Apply to This Prospectus
on page ii, describe defined terms, such as "high net worth," "ultra-high net worth,"

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 Comapany NamePrestige Wealth Inc.
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 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
January 18, 2022
Page 4
"PAI," etc., the first time they appear in your disclosure;
•Specify the regions within Asia that you operate and where your customers reside;
•Describe the wealth management products you offer;
•For your wealth management services, describe the reason for the decreasing trend in
clients served and disclose the fees you earned for each of the financial periods
discussed;
•For your asset management services, explain why you provided services to 20 clients
for the six months ended March 31, 2021, but at the end of that same period only two
clients had their assets under your management; and
•Discuss the evolution of both your wealth management and asset management
services and your plans to continuing offering these services in the future.  Without
limitation, your disclosure should address dependence on one or a few major
customers.
Our Competitive Strengths, page 2
11.Please revise to address the following:
•Expand to describe how you measure client satisfaction and client retention. In this
regard, we note your disclosure that you had one wealth management and two asset
management clients as of March 31, 2021; and
•Describe what you mean by "Well-Connected Clients" in the third bullet.
Corporate History and Structure, page 3
12.Please clarify, if true, that the percentages shown on your corporate structure diagram on
page 4 represent percentages of equity ownership.
Summary of Risk Factors
Risks Related to Our Business and Industry, page 4
13.We note your disclosure in the last bullet under this heading that you could be regarded as
subject to SFC’s regulations.  Please revise to identify "SFC" before you use the acronym
for the first time.  Please do the same for other acronyms used elsewhere in the
prospectus.
Risk Factors, page 11
14.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.

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 Comapany NamePrestige Wealth Inc.
 January 18, 2022 Page 5
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
January 18, 2022
Page 5
Risks Related to Doing Business in Hong Kong
The PRC government exerts substantial influence and discretion over the manner in which
companies..., page 24
15.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise this risk factor to highlight that the Chinese government may
intervene or influence your operations at any time, which could result in a material change
in your operations and/or the value of the securities you are registering.  Also,
acknowledge recent statements by the Chinese government indicating an intent to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers and the risk that any such action could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
Risks Related to Our Ordinary Shares and This Offering
Our independent registered public accounting firm's audit documentation related to their audit
reports included in this prospectus..., page 28
16.We note your disclosure about the Holding Foreign Companies Accountable Act.  Please
expand your disclosure to clarify that, if enacted, the Accelerating Holding Foreign
Companies Accountable Act's provision decreasing the number of "non-inspection years"
from three years to two years would reduce the time before your securities may be
prohibited from trading or delisted.  Additionally, update your disclosure to reflect that the
Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA,
the PCAOB has issued its report notifying the Commission of its determination that it is
unable to inspect or investigate completely accounting firms headquartered in mainland
China or Hong Kong.
Business
Our Services
Client Acquisition, page 81
17.Please revise so that your disclosure covers the periods represented by your financial
statements.
Management
Compensation of Directors and Executive Officers, page 113
18.Please provide updated compensation disclosure for the last full financial year as required
by Item 6.B of Form 20-F.
Index to Financial Statements, page 138
19.Please revise to provide updated audited financial statements required by Item 4 of Form
F-1.

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 Comapany NamePrestige Wealth Inc.
 January 18, 2022 Page 6
 FirstName LastName
Hongtao Shi
Prestige Wealth Inc.
January 18, 2022
Page 6
            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 Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Ying Li, Esq.

September 17, 2019
Xiao Chen
Chief Financial 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
Draft Registration Statement on Form F-1
Submitted August 23, 2019
CIK No. 0001765850
Dear Ms. Chen:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 22, 2019 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted August 23, 2019
Cover Page
1.Please revise to disclose the underwriter's over-allotment option and state the amount of
additional shares which the underwriter may purchase under this arrangement.  Refer to
Item 501(b)(2) of Regulation S-K for guidance.

 FirstName LastNameXiao Chen
 Comapany NamePrestige Wealth Inc.
 September 17, 2019 Page 2
 FirstName LastName
Xiao Chen
Prestige Wealth Inc.
September 17, 2019
Page 2
2.Your reference to a price range for the ordinary shares appears only with respect to
disclosure about the underwriting discounts payable.  Please confirm that you will clearly
and prominently disclose a price or price range for the ordinary shares on the cover page
of the prospectus.
Prospectus Summary
Our Wealth Management Services, page 1
3.We note you deleted disclosure from page 2 that your referral fees for policy renewals are
generally at a lower fee percentage than fee rates for the initial origination of such
policies, as well as the average and ranges of your referral fees in each instance.  Please
revise.  Further disclose, if true, that you had more policy renewals but fewer initial
originations of such policies in the six months ended March 31, 2019 as compared to the
six months ended March 31, 2018, and that your referral fee revenue decreased by more
than 93% as a result.
4.Where you discuss the premiums for the insurance products purchased by your clients,
please clarify, as suggested on page 64, that the amount of the premiums serves as the
basis upon which your referral fees are determined.
Our Asset Management Services, page 3
5.We note your revisions that you started providing asset management related advisory
services to two investment company clients and that advisory service fees from these
clients generated 73% of your total revenues in the six months ended March 31, 2019.
Please revise to disclose the material terms of these engagements, including but not
limited to distinguishing between "one-off" and annual fees.  Please also revise your
Exhibit Index to include these agreements of explain why they are not required pursuant
to Item 601(b)(10) of Regulation S-K.
Business
Our Services
Wealth Management Services, page 61
6.We note that you deleted disclosure concerning the payment history of the product brokers
that you work with who are obligated to pay you a referral fee pursuant to a referral
service agreement.  Please revise as of a recent date or tell us why this is not material
information for investors given that the majority of your revenues for the fiscal year ended
September 30, 2018 were generated from such fees, and your expectation that these
fees will form the majority of your revenues for the fiscal year ended September 30, 2019.

 FirstName LastNameXiao Chen
 Comapany NamePrestige Wealth Inc.
 September 17, 2019 Page 3
 FirstName LastName
Xiao Chen
Prestige Wealth Inc.
September 17, 2019
Page 3
            You may contact William Schroeder, Staff Accountant, at (202) 551-3294 or Michael
Volley, Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney, at
(202) 551-3783 or Pamela A. Long, Assistant Director, at (202) 551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Ying Li, Esq.

May 22, 2019
Xiao Chen
Chief Financial 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
Draft Registration Statement on Form F-1
Submitted May 10, 2019
CIK No. 0001765850
Dear Ms. Chen:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 24, 2019 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Overview
Our Wealth Management Services, page 1
1.We note your revisions in response to comment 2.  Please further revise here and on page
59 to disclose the material features of the savings plans that you facilitate given that the
referral fees from the sale of savings plans were the basis for substantially all of your
revenues in your most recently completed fiscal year.  For example, in order for investors

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 Comapany NamePrestige Wealth Inc.
 May 22, 2019 Page 2
 FirstName LastName
Xiao Chen
Prestige Wealth Inc.
May 22, 2019
Page 2
to understand a policy holder's "guaranteed cash value" of such plans, please quantify the
ranges of the "minimum guaranteed compound interest rate[s]" as well as "the cost of the
actual insurance policy," clarifying whether interest accumulates on a policy's cost or on
some other amount.  Please also disclose the material features of how a savings plan's
"non-guaranteed bonus" is calculated by outlining which funds are invested, the type of
eligible investments and or markets where investments are made, and identify the party
retaining investment authority.  Please also revise to explain how the "non-guaranteed
bonus" differs from these underlying "investment returns" and specify how "market
volatility" impacts the non-guaranteed bonus.  Finally, please revise throughout your
prospectus to disclose, if true, that savings plans are substantially similar to annuities or
explain the material differences between savings plans and annuities.
            You may contact William Schroeder, Staff Accountant, at (202) 551-3294 or Michael
Volley, Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney, at
(202) 551-3783 or Pamela A. Long, Assistant Director, at (202) 551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Ying Li, Esq.

April 24, 2019
Xiao Chen
Chief Financial Officer
Prestige Wealth Inc.
Suite 5102, 51/F
Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Re:Prestige Wealth Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted April 11, 2019
CIK No. 0001765850
Dear Ms. Chen:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 15, 2019 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your revised offering structure includes underwriters' warrants.  Please revise
footnote (1) to also disclose the price at which these warrants will be exercisable and that
they may be exercised immediately on a cashless basis.

 FirstName LastNameXiao Chen
 Comapany NamePrestige Wealth Inc.
 April 24, 2019 Page 2
 FirstName LastName
Xiao Chen
Prestige Wealth Inc.
April 24, 2019
Page 2
Prospectus Summary
Overview
Our Wealth Management Services, page 1
2.We note your revisions in response to comment 2, including that savings plans were the
basis for substantially all of your revenues in your most recently completed fiscal year.
Accordingly, please also:

•Revise to expand upon the material terms of the "guaranteed bonus" and "non-
guaranteed bonus" of the savings plans that you facilitate;

•Disclose the degree to which a client's business is implicated or required, given your
revised disclosure on page 49 that these savings plans "are generally classified as a
long-term business insurance policy;"

•Disclose that you do not receive any referral fees between origination and referral,
consistent with your response to comment 2;

•Explain to us how 10% of your referral fees were due from renewal premiums in light
of the foregoing, as well as your revised disclosure that your clients only purchased
savings plans with five year terms (or longer) in fiscal year ended September 30, 2018,
and that you do not appear to have generated any revenues from wealth management
in the fiscal year ended September 30, 2017; and

•Revise to substantiate your belief that your wealth management and asset management
services are complimentary in light of your revised disclosures that your AUM of your
two funds decreased from your last fiscal year "mainly due to clients' redemption"
which coincided with the inception and growth of your wealth management services.
Our Asset Management Services, page 2
3.We note your revisions in response to comment 4, including on page 34.  Please revise to
also address each fund separately, both for the year ended September 30, 2018 and since
establishment, and provide an overview of the material features of each fund.  In this
regard we note the different investment approaches for each fund; that PGA accounted for
approximately 88% of your two funds' aggregate AUM as of September 30, 2018; that
PGA had a net return as compared to SP1's net loss; and that you intend to close SP1
when all funds in SP1 are redeemed and are no longer seeking additional subscriptions to
SP1.

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 Comapany NamePrestige Wealth Inc.
 April 24, 2019 Page 3
 FirstName LastName
Xiao Chen
Prestige Wealth Inc.
April 24, 2019
Page 3
Business
Competitive Advantages
Significant Client Satisfaction and High Client Retention, page 53
4.We note your revisions in response to comment 20 that approximately 26% of your wealth
management clients purchased multiple insurance policies through the fiscal year ended
September 30, 2018.  Please also quantify the number of clients for which this applies
(i.e., 5 out of 19) and disclose the number and proportion of clients who purchased
insurance policies on multiple occasions, not just multiple policies, given that you are
presenting this information as evidence of your client satisfaction with your services and
the brokers you introduce.  Please further disclose, if true, that approximately 30% (or 8 of
27) of your wealth management clients for the fiscal year ended September 30, 2018 did
not purchase any insurance policies, or explain to us why this is not similarly reflective
of your client satisfaction with your services and the brokers you introduce.
Access to Highly Desirable but Scarce Products and Services, page 54
5.Please further revise, consistent with response to comment 21, to explain why the
"relatively rarer insurance policies" are not available from all insurance brokers but are
available from the insurance brokers that you have selected.  With respect to your asset
management services, please revise to clarify why the factors that you identify as limiting
individual investment in these U.S. and E.U. hedge funds do not apply to investments
made through your funds (e.g., an individual investor's background check is performed by
you or is not required, etc.).
Related Party Transactions
Material Transactions with Related Parties
Amounts due from related parties, page 75
6.We note your revisions in response to comment 8 as well as Ms. Zhao's acknowledgement
letter dated January 31, 2019 attached as Exhibit 10.14.  Please revise to disclose the
largest amount outstanding during the period covered, i.e. $3,249,528.  Refer to Item
7.B.2. of Part I of Form 20-F for guidance.

7.We note your response and revisions in response to comment 7.  Please revise to discuss
the reasons for the extended repayment schedule as agreed upon between the parties, as
well as your decision not to charge interest on the amounts outstanding, given that the
outstanding balance is "due upon demand."  Please also revise to disclose whether there
are any penalties associated with Ms. Zhao failing to pay all of the amounts due by May
15, 2019, the mechanisms which you could use to enforce such obligations, if any, and the
potential material conflicts you may confront in deciding to enforce these obligations
given Ms. Zhao's relationship with your controlling shareholder.  Lastly, please update us
on Ms. Zhao's progress in repaying all amounts due prior to the filing of your registration

 FirstName LastNameXiao Chen
 Comapany NamePrestige Wealth Inc.
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 FirstName LastName
Xiao Chen
Prestige Wealth Inc.
April 24, 2019
Page 4
statement.
Exhibit Index, page II-5
8.We note your revised exhibit index in response to comment 30.  Please also attach the
acknowledgement letter executed by the wife of your controlling shareholder, Ms.
Zhao, dated December 31, 2018.
            You may contact William Schroeder, Staff Accountant, at (202) 551-3294 or Michael
Volley, Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney, at
(202) 551-3783 or Pamela A. Long, Assistant Director, at (202) 551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Ying Li, Esq.

March 15, 2019
Xiao Chen
Chief Financial Officer
Prestige Wealth Inc.
Suite 5102, 51/F
Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Re:Prestige Wealth Inc.
Draft Registration Statement on Form F-1
Submitted February 15, 2019
CIK No. 0001765850
Dear Ms. Chen:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted February 15, 2019
Cover Page
1.Please disclose the date upon which the offering will end, as required by Item 501(b)(8) of
Regulation S-K.
Overview
Our Wealth Management Services, page 1
2.Please disclose the material information necessary to summarize your historical and future
business operations.  For example, please disclose:

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•Facilitating the sale of savings plans by third party brokers to your asset management
clients accounted for 93% of your total net revenue, and 98% of your total referral
fees, for the year ended September 30, 2018;

•The material terms of these "savings plans," which are only vaguely described as
providing "long-term compound interests" [sic] in pursuit of "wealth preservation and
growth," including but not limited to that savings plan policies have terms of 5-years,
10-years, more than 10 years and 20 years, and quantifying the number of savings
plans you have facilitated at such terms;

•Referral fees are materially higher at origination and lower upon a policy's renewal,
quantifying the average and ranges for each type of referral fee, and clarifying what if
any referral fee you receive between origination and renewal; and

•The scale of your operations and growth potential with your existing client base.  E.g.,
19 of your 27 total clients have already purchased insurance policies as of September
30, 2018 (or such information updated as of a more recent date), clarifying the number
of clients that have already purchased savings plans, as well as whether clients have or
may in the future purchase multiple savings plans (or increase their existing savings
plan) such that you would be entitled to additional referral fees or commissions;

Please also discuss the degree to which your wealth management business competes with
your asset management business given that your clients have a limited amount of assets to
either invest or insure.  Please make corresponding revisions to your MD&A and Business
sections as necessary.
Prospectus Summary, page 1
3.Please revise your Prospectus Summary to disclose that Mr. Chi Tak Sze will be your
controlling shareholder following your initial public offering consistent with your
disclosure on page 74.  Please further address here and in your risk factors whether you
will be a “controlled company” within the meaning of the NYSE American Rules and
disclose the material impact on shareholders.
Our Asset Management Services, page 2
4.Please disclose the material information necessary to summarize the scale and
performance of your asset management business.  For example, please disclose the:

•Number of clients as of a recent date and the proportion of clients classified as (i)
"high net worth," (ii) "ultra high net worth," or (iii) neither;

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•Performance of your two funds over recent periods, each funds' high-water mark as of
the same periods, and that you only earn performance fees in excess of a funds'
lifetime high-water mark; and

•Change in your AUM from FYE 2018 to 2017 (and any recent interim periods, if
materially different), the reasons for this change, and the material rights or restrictions
on a client's ability to redeem funds ( e.g. size, period, notice, etc.).

 Please make corresponding revisions to your MD&A and Business sections as necessary.
Risk Factors
Risks Related to Our Business
We may not be able to grow at the historical rate of growth ..., page 7
5.Please highlight the fact that your growth from 2017 to 2018 is mainly due to the
commencement of your wealth management services business in 2018, and your receipt of
referral fees from that business, which only occurred in 2018.
If any insurance products distributed by the product brokers we work with or our business
practices..., page 8
6.We note your disclosure here and in your last risk factor on page 11.  Please disclose the
material terms of the regulatory penalties or punishments to which you may be subject,
either for assisting in the distribution of an insurance product that violates any applicable
law or regulation, or for the actions of one of your insurance product brokers.
We have amounts due from an immediate family member of one of our directors..., page 13
7.We note your disclosure that you expect that balance due from Ms. Zhao will be repaid
before the registration statement becomes effective.  Please note that an "issuer" for
purposes of the Sarbanes-Oxley Act of 2002 includes companies that have filed a
registration statement, even before the registration statement has become effective.  Please
provide us with a detailed description of the terms of the expected repayment of all
amounts due and how you will ensure that this takes place before you file the registration
statement.
8.Please revise here and page 74 to disclose all material terms of the transactions
(e.g. whether and what interest accrues) and update the unpaid balance as of a more recent
date.  Please refer to Item Item 7.B.2. of Part I of Form 20-F for guidance.
Enforcement of Civil Liabilities, page 25
9.We note that you have appointed Hunter Taubman Fischer & Li LLC as your agent to
receive service of process with respect to any action brought against you in specific state
and federal courts.  Please revise to clarify whether you intend to limit any claims brought

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against you to these specific courts.  If so, please revise your risk factors to also disclose
the material risks related to such a limitation and explain your basis for restricting the
forum in which claims against you may be brought as neither your attached Memorandum
of Association nor Articles of Association appear to contain an exclusive forum provision.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
30
10.Please revise your MD&A to include a discussion and analysis of changes in your
financial position for each of the periods presented in your financial statements.   Please
refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
Key Components of Consolidated Statements of Comprehensive Income (Loss)
Underlying Products and Service Mix, page 32
11.We note your disclosure that referral fees from the subscription by your clients of savings
plans accounted for approximately 93% of your total net revenue for the year ended
September 30, 2018.   Please revise to provide additional information to allow an investor
to clearly understand the savings plans sold by the brokers, including but not limited to:

•The nature and basic structure of a savings plan;

•The typical amount of time a customer invests in a savings plan;

•The benefits/returns the savings plan provides, how the returns are
calculated/structured, if they are fixed or variable etc., and

•The key feature that makes the savings plan attractive to customers as compared to
other wealth management products available in the market.
Revenue
Wealth management services, page 33
12.Please revise to disclose your weighted-average referral fee based on the value of wealth
management products purchased for each period presented.  Going forward, please discuss
any significant trends.
Asset management services, page 34
13.Please revise to include a roll forward, for all periods presented, of assets under
management (AUM) showing the beginning balance, gross inflows, gross outflows,
market appreciation/deprecation, new funds established, acquisitions/dispositions of
existing funds, as well as any other significant component, to arrive at an ending AUM
balance.  Please disaggregate the AUM roll forwards by the fund categories, type,

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products, etc., if meaningful to understand your business.  Please identify significant
trends or concentrations within a particular fund category and/or investor type to
understand significant trends in your AUM and discuss the causal factors for the trends.
Refer to Item 303(a)(3) of Regulation S-K.
14.We note your disclosure on page 34 that subscription fees are range from 0.80% to 1.25%
of the capital contributions made to the funds committed capital and that management fees
range from of one-twelfth of 0.8% to 1.5% of the net asset value attributable to our
client’s respective equity holding positions.  For all periods presented, please quantify the
weighted average subscription and management fee rate and, if relevant, include a
discussion of any significant trends in your average fee rates.
Industry, page 45
15.We note you disclose information in this section in both RMB and HKD, with limited
references to USD approximations.  Whereas elsewhere in your prospectus you refer to
your "assets, obligations, commitments and liabilities" in USD.  Please revise to also
convert currency information in this section to enhance investor understanding of your
industry and comparability with disclosures regarding your business.
16.Please revise to focus on the industry background most relevant to your business
operations.  For example, please revise to:

•Clarify what type of insurance "savings plans" are ( e.g., long-term; investment linked;
general; business; composite, etc.) which were your principal source of revenue in
FYE 2018.

•Provide material information regarding hedge funds within the asset management
business generally, particularly fund of fund hedge funds, given than both PGA and
SP1 are FOF hedge funds.

•Distinguish between the market segments in which you currently operate, those in
which you propose to expand into (and have outlined such plans elsewhere in your
prospectus), and those in which you do not operate in or have any current plans to
operate in such that this information is presented merely as background.
Improvement of Regulation For Better Investor Protection., page 47
17.We note your disclosure that updated regulations by the Hong Kong Securities and
Futures Commission regulations "will be effective in Aug 2018" to address conflicts of
interest and that further regulatory updates were being developed.  Please revise to update
this information as of a recent date and expand upon any regulations that you anticipate
could have a material impact on your business.

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Overview of the Insurance Market in Hong Kong
Rising Demand for Insurance Policies from the PRC Visitors, page 48
18.Please revise to define a “PRC visitor” and explain how that is different than a “PRC
Citizen”.
Competitive Landscape..., page 49
19.Please revise to explain how there were "2,410 insurance agencies" when there were only
"160 authorized insurers in Hong Kong," both as ofJune 30, 2018.  Please further define
acronyms used in your prospectus (e.g. PIBA and CIB).
Business
Competitive Advantages
Significant Satisfaction, Approval from Client and High Client Retention, page 53
20.Please revise to include quantitative or additional qualitative support for your "high"
client retention and satisfaction.
Access to Highly Desirable but Scarce Products and Services, page 54
21.Revise to clarify why the "relatively rarer insurance polices [that you offer clients access
to are] not available to all insurance brokers."  Please make corresponding revisions with
respect to access to certain "global high quality assets" such as U.S. and E.U. based hedge
funds "that are rarely open to Asia investors or individual investors."
Carefully Selected..., page 54
22.Please expand upon the specific criteria you use in selecting the insurance product
brokers that you work with.  Relatedly, please revise to clarify whether and how
"qualified" insurance brokers differ from "licensed" insurance brokers.
23.Please expand upon the specific criteria you used to "carefully-select[]" the over 150
hedge funds in your proprietary database.  Relatedly, please to support your descriptions
of these hedge funds as "world-leading" and "top ranked."
Wealth Management Services, page 55
24.Please disclose the material terms of your referral fees and clarify the scope of the
relationship between you, your clients, and the insurance brokers that you introduce.  For
example:

•Describe the material terms of your referral service agreements, including duration and
expiration dates, exclusivity and termination provisions, as well as other material
provisions, and highlight those with respect to with Blue Ocean Wealth Management

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(Hong Kong).  In this regard, we note disclosure in your risk factor on page 9 entitled
“We generate the majority of our revenues through a limited number of product
brokers,” that the duration of these contracts is “short” and that your contract with
Blue Ocean Wealth Management (Hong Kong) which generated approximately
76.93% of your total revenues in your last fiscal year.

•Disclose the range and average of applicable "'free-look period[s]' during which the
client may cancel the insurance policies," whether any of these insurance products
may be canceled outside of these free look periods, and if there are any situations ( e.g.,
clawback or similar provisions) where you would be required to repay or remit any of
your referral fees.

•Clarify whether insurance brokers may approach or re-engage clients following your
introduction and the degree to which you would be entitled to compensation in these
circumstances ( e.g. at the expiration of a contract; after the passage of time; to offer
other insurance products, whether or not originally available; etc.).
25.Please disclose the actual referral fees due from Blue Ocean Wealth Management (Hong
Kong) Limited that are material to your business.  In this regard we note that this
relationship generated approximately 76.93% of your total revenues, and approximately
81% of your total revenues for your wealth management operations, for the fiscal year
ended September 30, 2018.
Our Value to Our Clients and Value-Added Services Offerings, page 58
26.Please disclose the term for which personal assistant services in Hong Kong are provided,
whether and what costs you incur for providing "value-added" or "value-adding" services
other than personal assistant services, and the "othe