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1、2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm1/385F-1/A 1 ff12022a1_prestigewealth.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and E

2、xchange Commission on December 2,2022.Registration No.UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 _AMENDMENT NO.1TOFORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933_Prestige Wealth Inc.(Exact name of registrant as specified in its charter)_Cayman Is

3、lands 8900 Not Applicable(State or otherjurisdiction of incorporation ororganization)(Primary StandardIndustrial Classification Code Number)(I.R.S.EmployerIdentification Number)Suite 5102,51/F,Cheung Kong Center 2 Queens Road Central Hong Kong+852 2122 8560(Address,including zip code,and telephone n

4、umber,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1 800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_With copies to:Ying Li,Esq.Guillaume de Sampigny,Esq.H

5、unter Taubman Fischer&Li LLC48 Wall Street,Suite 1100 New York,NY 10005(212)530-2206 Lawrence Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught PlaceCentral,Hong Kong SAR852-3923-1111_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this regi

6、stration statement.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:If this Form is filed to register additional securities for an offering pursuant toRule 462(b)unde

7、r the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the SecuritiesAct,check the following box a

8、nd list the Securities Act registration statement number of theearlier effective registration statement for the same offering.2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12

9、022a1_prestigewealth.htm2/385If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.Indicate by check mark w

10、hether the registrant is an emerging growth company as defined inRule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended

11、 transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall

12、file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933,as amended,or until the registration statement shall become effectiveon such date as the Securities and Exchange Commission,

13、acting pursuant to suchSection 8(a),may determine.2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm3/385Table of ContentsThe information in this prelim

14、inary prospectus is not complete and may be changed.Wemay not sell the securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is notan offer to sell these securities and it is not soliciting any offer to buy thesesecuriti

15、es in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED DECEMBER 2,20222,500,000 Ordinary SharesPrestige Wealth Inc.We are offering 2,500,000 ordinary shares,$0.000625 par value per share(“OrdinaryShares”).This is the initial public offerin

16、g of our Ordinary Shares.Prior to this offering,therehas been no public market for Ordinary Shares.We expect the initial public offering price of theOrdinary Shares will be in the range of$5.50 to$6.50 per share.We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbo

17、l“PWM.”At this time,Nasdaq has not yet approved our application to list our Ordinary Shares.Theclosing of this offering is conditioned upon Nasdaqs final approval of our listing application,and there is no guarantee or assurance that our Ordinary Shares will be approved for listing onNasdaq.We are a

18、n“emerging growth company”as defined under the federal securities laws and will besubject to reduced public company reporting requirements.See“Prospectus Summary Implicationsof Our Being an Emerging Growth Company”and“Risk Factors”on pages 13 and 15,respectively.Prestige Wealth Inc.is not an operati

19、ng company but a Cayman Islands holding company withoperations primarily conducted by its subsidiaries.Investors in our Ordinary Shares thus arepurchasing equity interest in a Cayman Islands holding company.Prestige Wealth Inc.directly holdsequity interests in its subsidiaries,and does not operate i

20、ts business through variable interestentities.As of the date of this prospectus,Prestige Wealth Inc.does not have any subsidiariesincorporated in the mainland China.As used in this prospectus,“we,”“us,”“our company,”or“our”refers to Prestige Wealth Inc.and when describing the financial results of Pr

21、estige WealthInc.,also includes its subsidiaries.This structure involves unique risks to investors.As aholding company,we may rely on dividends from our subsidiaries for our cash requirements,includingany payment of dividends to our shareholders.The ability of our subsidiaries to pay dividends to us

22、may be restricted by the debt they incur on their own behalf or laws and regulations applicable tothem.We and our subsidiaries face various legal and operational risks and uncertainties associatedwith being based in or having the majority of the operations in Hong Kong.Our subsidiaries areheadquarte

23、red in Hong Kong with no operations in mainland China.However,since a majority of oursubsidiaries clients are mainland China residents,we and our subsidiaries may become subject tocertain laws of the Peoples Republic of China(“China”or the“PRC”)and regulations as theycontinue to evolve,and we and ou

24、r subsidiaries face uncertainties as to whether and how the recentPRC government statements and regulatory developments,such as those relating to data and cyberspacesecurity,and anti-monopoly concerns,would apply to us and our subsidiaries.PRC laws andregulations are sometimes vague and uncertain,an

25、d as a result,to the extent that any PRC laws andregulations become applicable to us and/or our subsidiaries in the future,we and/or oursubsidiaries may experience material changes in their operations,restrictions in our subsidiariesability to accept foreign investments and/or our ability to list on

26、 a U.S.or other foreignexchange,significant depreciation of the value of our Ordinary Shares,a complete hindrance of ourability to offer or continue to offer our securities to investors,or cause the value of suchsecurities to significantly decline or be worthless.For example,if the recent regulatory

27、 actionsof the PRC government on data security or other data-related laws and regulations were to apply tous and/or our subsidiaries,we and/or our subsidiaries could become subject to certain cybersecurityand data privacy obligations,including the potential requirement to conduct a cybersecurity rev

28、iewfor our public offerings on a foreign stock exchange,and the failure to meet such obligations couldresult in penalties and other regulatory actions against us and/or our subsidiaries and maymaterially and adversely affect our subsidiaries business and our results of operations.Webelieve that we a

29、re not currently required to obtain permission from the PRC government to list on aU.S.securities exchange and consummate this offering;however there is no guarantee that this willcontinue to be the case in the future in relation to the continued listing of our securities on asecurities exchange out

30、side of mainland China,or even when such permission is obtained,it will notbe subsequently denied or rescinded.See“Risk Factors Risks Related to the Potential Impact ofPRC Laws and Regulations on Our Subsidiaries Business The PRC government may exert substantialinfluence and discretion over mainland

31、 China residents and the manner in which companiesincorporated under the PRC laws must conduct their business activities.Through our subsidiaries,we2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0

32、007164/ff12022a1_prestigewealth.htm4/385are a Hong Kong-based company with no operations in mainland China,and mainland China residents maypurchase our products in Hong Kong.If we were to become subject to such direct influence ordiscretion,it may result in a material change in our operat

33、ions and/or the value of our OrdinaryShares,which would materially affect the interest of the investors”and“Risk Factors RisksRelated to the Potential Impact of PRC Laws and Regulations on Our Subsidiaries Business If weand/or our subsidiaries were to be required to obtain any permission or approval

34、 from the CSRC,theCAC,or other PRC governmental authorities in connection with this offering under PRC laws andregulations,we and/or our subsidiaries may be fined or subject to other sanctions,and oursubsidiaries business and our reputation,financial condition,and results of operations may bemateria

35、lly and adversely affected.”We also may face risks relating to the lack of Public Company Accounting Oversight Board(the“PCAOB”)inspection on our auditor,which may cause our securities to be delisted from aU.S.stock exchange or prohibited from being traded over-the-counter in the future under the Ho

36、ldingForeign Companies Accountable Act,or the HFCAA,if the U.S.Securities and Exchange Commission(the“SEC”)determines that we have filed annual report containing an audit report issued by aregistered public accounting firm that the PCAOB has determined it is unable to invest orinvestigate completely

37、 for three consecutive years beginning in 2021.On June 22,2021,theU.S.Senate passed Accelerating Holding Foreign Companies Accountable Act which,if passed by theU.S.House of Representatives and signed into law,would reduce the number of consecutive non-inspection years required for triggering the pr

38、ohibitions under the HFCAA from three years to two,thus reducing the time before your securities may be prohibited from trading or delisted.Thedelisting or the cessation of trading of our Ordinary Shares,or the threat of their being delistedor prohibited from being traded,may materially and adversel

39、y affect the value of your investment.On December 16,2021,the PCAOB issued a report to notify the SEC its determinations that it isunable to inspect or investigate completely registered public accounting firms headquartered inmainland China and Hong Kong,respectively,and identifies the registered pu

40、blic accounting firms inmainland China and Hong Kong that are subject to such determinations.The auditor of the Company,Marcum Asia CPAs LLP,formerly Marcum Bernstein and Pinchuk LLP,is not among the auditor firmslisted on the determination list issued by the PCAOB,2022/12/13https:/www.sec.gov/Archi

41、ves/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm5/385Table of Contentswhich notes all of the auditor firms that the PCAOB is not able to inspect.On August 26,2022,theChina Securities R

42、egulatory Commission,or CSRC,the Ministry of Finance of the PRC,and the PCAOBsigned a Statement of Protocol,or the Protocol,governing inspections and investigations of auditfirms based in China and Hong Kong.The Protocol remains unpublished and is subject to furtherexplanation and implementation.Pur

43、suant to the fact sheet with respect to the Protocol disclosed bythe SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection orinvestigation and has the unfettered ability to transfer information to the SEC.However,when thePCAOB reassesses its determinations by the

44、 end of 2022,it could determine that it is still unableto inspect and investigate completely audit firms based in China and Hong Kong.Our securities maybe delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigatecompletely our auditor under the HFCAA.Furthermo

45、re,the PRC government may intervene or influence the Hong Kong operations of anoffshore holding company,such as those of our subsidiaries,at any time.These risks,together withuncertainties in the legal system of mainland China and the interpretation and enforcement of PRClaws,regulations,and policie

46、s,could hinder our ability to offer or continue to offer the OrdinaryShares,result in a material adverse change to our subsidiaries business operations,and damageour reputation,which could cause the Ordinary Shares to significantly decline in value or becomeworthless.For a detailed description of ri

47、sks relating to the potential impact of PRC laws andregulations on our subsidiaries business operations,see“Risk Factors Risks Relating to thePotential Impact of PRC Laws and Regulations on Our Subsidiaries Business.”Since the incorporation of our Cayman Islands holding company,no cash flows have oc

48、curredbetween our Cayman Islands holding company and our subsidiaries.Our Cayman Islands holding companydeclared dividend in the amount of US$3.5 million,or US$0.70 per share to shareholders of ourCompany whose names appear in the register of members of the Company as of March 5,2021.PrestigeFinanci

49、al Holdings Group Limited,the 64.20%shareholder of our Cayman Islands holding company,agreed to use the cash dividend payable by the Company in the amount of approximatelyUS$2.34 million to offset part of the loan principal and interest due to the Company,and theremaining US$1.16 million has been pa

50、id to other shareholders pro rata as of September 30,2021.Currently,we do not intend to have our holding company distribute dividends in the future,but wedo not have a fixed dividend policy.Our board of directors has complete discretion on whether todistribute dividends,subject to applicable laws.Se

51、e“Risk Factors Risks Related to OurOrdinary Shares and This Offering We do not intend to pay dividends for the foreseeable future.”If needed,cash can be transferred between our holding company and subsidiaries through intercompanyfund advances,and there are currently no restrictions of transferring

52、funds between our CaymanIslands holding company and subsidiaries in the Cayman Islands,the British Virgin Islands andHong Kong.There are no significant restrictions on foreign exchange or our ability to transfer cashbetween entities within our group,across borders,or to U.S.investors.See“ProspectusS

53、ummary Cash Transfers and Dividend Distribution.”However,there is a possibility that the PRCgovernment could prevent our cash maintained in Hong Kong from leaving or the PRC government couldrestrict the deployment of the cash into our business or for the payment of dividends.We rely inpart on divide

54、nds from our Hong Kong subsidiaries for our cash and financing requirements,such asthe funds necessary to service any debt we may incur.Any such controls or restrictions mayadversely affect our ability to finance our cash requirements,service debt or make dividend orother distributions to our shareh

55、olders.See“Risk Factors Risks Related to the Potential Impactof PRC Laws and Regulations on Our Subsidiaries Business Our Hong Kong subsidiaries may besubject to restrictions on paying dividends or making other payments to us,which may restrict theirability to satisfy liquidity requirements,conduct

56、business and pay dividends to holders of ourordinary shares.”Neither the U.S.Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Anyrepresentation t

57、o the contrary is a criminal offense.Investing in our Ordinary Shares involves a high degree of risk,including therisk of losing your entire investment.See“Risk Factors”beginning on page 15 ofthis prospectus to read about factors you should consider before buying our OrdinaryShares.PerShare TotalIni

58、tial public offering price$Underwriting discounts(1)$Proceeds,before expenses,to us(2)$_(1)See“Underwriting”in this prospectus for more information regarding our arrangements withthe underwriter.(2)We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriter

59、for its out-of-pocket expenses)to be approximately$1,805,736,exclusive of the2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm6/385above underwriting d

60、iscounts.In addition,we will pay additional items of value in connectionwith this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to usbefore expenses.See“Underwriting.”We have also ag

61、reed to issue,on the closing date of this offering,underwriters warrants tothe underwriter in an amount equal to 7%of the aggregate number of Ordinary Shares sold by us inthis offering.Assuming the initial public offering price is$6.00,the midpoint of the range setforth on the cover page of this pro

62、spectus,the exercise price of the underwriters warrants willbe$7.20,equal to 120%of the price of our Ordinary Shares offered hereby.The underwriterswarrants are exercisable for a period of three years beginning after six months following theclosing of our initial public offering and may be exercised

63、 on a cashless basis.For a descriptionof other terms of the underwriters warrants and a description of the other compensation to bereceived by the underwriter,see“Underwriting”beginning on page 153.We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriter

64、for its out-of-pocket expenses)to be approximately$1,805,736,exclusive of the aboveunderwriting discounts.In addition,we will pay additional items of value in connection with thisoffering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These paymen

65、ts will further reduce proceeds available to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriter is obligated totake and pay for all of the shares if any such shares are taken.We have granted the underwriter anoption for a period of 45 day

66、s after the closing of this offering to purchase up to 375,000 shares,or 15%of the total number of our Ordinary Shares to be offered by us pursuant to this offering(excluding shares subject to this option),solely for the purpose of covering over-allotments,atthe initial public offering price less th

67、e underwriting discount.If the underwriter exercises theover-allotment option in full and assuming that all of the investors in this offering are introducedby the underwriter,the total underwriting discounts payable will be between$1,106,875 and$1,308,125 based on an offering price between$5.50 and$

68、6.50 per Ordinary Share,and the totalgross proceeds to us,before underwriting discounts and expenses,will be between$15,812,500 and$18,687,500.If we complete this offering,net proceeds will be delivered to us on the closing date.The underwriter expects to deliver the Ordinary Shares against payment

69、as set forth under“Underwriting”,on or about,2022.Prospectus dated,2022NETWORK 1 FINANCIAL SECURITIES,INC.2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth

70、.htm7/385Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 15SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 47ENFORCEABILITY OF CIVIL LIABILITY 49USE OF PROCEEDS 50DIVIDEND POLICY 51CAPITALIZATION 52DILUTION 53CORPORATE HISTORY AND STRUCTURE 55MANAGEMENTS DISCUSSION AND ANAL

71、YSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 56INDUSTRY 84BUSINESS 96REGULATIONS 121MANAGEMENT 129PRINCIPAL SHAREHOLDERS 135RELATED PARTY TRANSACTIONS 136DESCRIPTION OF SHARE CAPITAL 137SHARES ELIGIBLE FOR FUTURE SALE 145TAXATION 147UNDERWRITING 153EXPENSES RELATING TO THIS OFFERING 161LEGAL

72、 MATTERS 162EXPERTS 162WHERE YOU CAN FIND MORE INFORMATION 162INDEX TO FINANCIAL STATEMENTS F-1We and the underwriter have not authorized anyone to provide any information orto make any representations other than those contained in this prospectus or in anyfree writing prospectuses prepared by us or

73、 on our behalf or to which we havereferred you.We take no responsibility for,and can provide no assurance as to thereliability of,any other information that others may give you.This prospectus is anoffer to sell only the shares offered hereby,but only under circumstances and injurisdictions where it

74、 is lawful to do so.We are not making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted or where theperson making the offer or sale is not qualified to do so or to any person to whom itis not permitted to make such offer or sale.The information contained i

75、n thisprospectus is current only as of the date on the front cover page of the prospectus.Our business,financial condition,results of operations and prospects may havechanged since that date.i2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttp

76、s:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm8/385Table of ContentsConventions that Apply to This ProspectusUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“China”or the“PRC”are to the Peoples Republic of China

77、,includingthe special administrative regions of Hong Kong and Macau,and Taiwan,forthe purpose of this prospectus only;“Chinese government”,“PRC government”,“PRC governmental authority”,“PRC governmental authorities”are to the government and governmentalauthorities of mainland China,for the purpose o

78、f this prospectus only;“clients”are to high net worth and ultra-high net worth individuals forwhom and/or whose controlled entities we provide asset management servicesor wealth management services at least once in a given fiscal period.Forasset management services,clients are to those having assets

79、 undermanagement with us in a given fiscal period.For wealth management services,clients are to those for whom we provide wealth management services at leastonce in a given fiscal period;“high net worth individuals”are to people who own individual investableassets including financial assets and inve

80、stment property with total valueover$1.5 million.“Hong Kong”are to the Hong Kong Special Administrative Region of thePeoples Republic of China for the purposes of this prospectus only;“mainland China”or“Mainland China”are to the Peoples Republic ofChina,excluding Taiwan,the special administrative re

81、gions of Hong Kong andMacau;“PAI”are to our wholly-owned subsidiary,PRESTIGE ASSET INTERNATIONALINC.(盛德資產國際有限公司),a company incorporated in the British VirginIslands;“PAM”are to our wholly-owned subsidiary,Prestige Asset ManagementLimited(盛德資產管理有限公司),a Hong Kong corporation;“PGAM”are to our wholly-ow

82、ned subsidiary,Prestige Global AssetManagement Limited,an exempted company incorporated in the Cayman Islands;“PGCI”are to our wholly-owned subsidiary,Prestige Global Capital Inc.,an exempted company incorporated in the Cayman Islands;“PPWM”are to our wholly-owned subsidiary,PRESTIGE PRIVATE WEALTHM

83、ANAGEMENT LIMITED(盛德家族財富管理有限公司),a company incorporated in theBritish Virgin Islands;“PWAI”are to our wholly-owned subsidiary,Prestige Wealth America Inc.,aCalifornia corporation.“PWM”are to our wholly-owned subsidiary,Prestige Wealth ManagementLimited(盛德財富管理有限公司),a Hong Kong corporation;“PRC laws”or

84、“PRC laws and regulations”are to the laws and regulationsof mainland China,for the purpose of this prospectus only;“HK$”and“Hong Kong dollars”are to the legal currency of Hong Kong;“SFC”are to the Securities and Future Commission of Hong Kong;“shares”,“Shares”or“Ordinary Shares”are to the ordinary s

85、hares ofPrestige Wealth Inc.,par value$0.000625 per share;“ultra-high net worth individuals”are to people who own individualinvestable assets including financial assets and investment property withtotal value over$4.5 million,ii2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007

86、164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm9/385Table of Contents “US$,”“$”and“U.S.dollars”are to the legal currency of theUnited States;and “we”,“us”or the“Company”are to Prestige Wealth Inc.,and whendescribing the f

87、inancial results of Prestige Wealth Inc.,also includes itssubsidiaries.We conduct business in Hong Kong through our two British Virgin Islands operatingsubsidiaries,PAI and PPWM,primarily using Hong Kong dollars,the currency ofHong Kong.We conduct business in the U.S.through PWAI,our wholly-owned su

88、bsidiaryincorporated in California,primarily using U.S.dollars.Our consolidated financialstatements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments and liabilities in our consolidated financial statements inU.S.dollars.These dollar references are based on t

89、he exchange rate of Hong Kongdollars to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the valueof our assets in terms of U.S.dollars which may result in an increase or decrease inthe amount of our obli

90、gations(expressed in U.S.dollars)and the value of ourassets,including accounts receivable(expressed in U.S.dollars).iii2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_p

91、restigewealth.htm10/385Table of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire

92、prospectus carefully,especially the risks of investing in our OrdinaryShares,discussed under“Risk Factors”before deciding whether to buy our OrdinaryShares.This prospectus contains certain estimates and information from an industryreport commissioned by us and prepared by Frost&Sullivan Inc.(“Frost&

93、Sullivan”and the report,the“Sullivan Report”),an independent market researchfirm,regarding our industries and our market positions in Hong Kong,MainlandChina,and the U.S.This prospectus also contains information and statisticsrelating to Chinas economy and the industries in which we operate which ar

94、ederived from various publications issued by market research companies and the PRCgovernmental entities,and have not been independently verified by us,theunderwriter or any of its respective affiliates or advisers.The information insuch sources may not be consistent with other information compiled i

95、n or outside ofChina.OverviewThrough our subsidiaries,we are a wealth management and asset managementservices provider based in Hong Kong,with the majority of our subsidiariesoperations in Hong Kong.Our subsidiaries assist their clients in identifying andpurchasing well matched wealth management pro

96、ducts and global asset managementproducts.Our subsidiaries clients for both wealth management and assetmanagement services are primarily high net worth and ultra-high net worthindividuals in Asia,and a majority of our subsidiaries clients reside inmainland China or Hong Kong.High net worth individua

97、ls and ultra-high net worthindividuals refer to people who own individual investable assets,includingfinancial assets and investment property,with total value over$1.5 million orover$4.5 million,respectively.In the fiscal year ended September 30,2020,oursubsidiaries wealth management services and as

98、set management services contributedto approximately 68.64%and 31.36%of our total revenue,respectively.In thefiscal year ended September 30,2021,our subsidiaries wealth management servicesand asset management services contributed to approximately 0.07%and 99.93%of ourtotal revenue,respectively.In the

99、 six months ended March 31,2022,oursubsidiaries wealth management services and asset management services contributedto approximately 98.64%and 1.36%of our total revenue,respectively.Wealth management services.Our subsidiaries work with licensed productbrokers licensed in Hong Kong or in the U.S.,who

100、 are primarily insurancebrokers and distribute wealth management products,which currently consistonly of insurance products,and assist them in customizing wealthmanagement investment portfolios for our clients.Since late 2021,oursubsidiaries started providing wealth management services in the U.S.Ou

101、rsubsidiaries also provide customized value-added services to theirclients,including personal assistant services in Hong Kong,referrals tosuitable wealth planning and inheritance related professionals such astrust lawyers and tax accountants,and referrals to renowned high endmedical and education re

102、sources.Our subsidiaries do not charge theirclients fees for these value-added services.In addition to insuranceproducts,we intend to expand the network of product brokers oursubsidiaries work with to provide clients with access to other types ofwealth management products.Asset management services.O

103、ur wholly-owned subsidiary,PRESTIGE ASSETINTERNATIONAL INC.(“PAI”)and its subsidiaries provide asset managementservices to their clients acting as investment advisors and fund managers.Currently,our subsidiaries manage a fund of funds(“FOF”),PrestigeGlobal Allocation Fund(“PGA”).See“Business Asset M

104、anagementServices Asset Management Fund in Operation.”In addition to managingPGA,our subsidiaries also provide discretionary account managementservices to their clients.Previously,our subsidiaries managed a fundPrestige Capital Markets Fund I L.P.(“PCM1”),and our subsidiaries alsoprovided asset mana

105、gement related advisory services.See“Business Asset Management Services Prior Business.”For our2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm11/385s

106、ubsidiaries asset management services,they charge investors certainfees for managing and advising a fund,including subscription fees,performance fees and management fees.Our subsidiaries mainly provide their wealth management and asset managementservices to high net worth and ultra-high net worth in

107、dividuals or institutionsowned by them in Asia,including business owners,executives,heirs of richfamilies and other affluent individuals.Word-of-mouth is currently one of the mosteffective marketing tools for our subsidiaries business and a majority of oursubsidiaries new clients have come through r

108、eferrals from existing clients.Oursubsidiaries are also actively expanding their client referral network by activelymaintaining client relationship,seeking referrals from existing clients,andexpanding their business network.12022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164

109、/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm12/385Table of ContentsIn mid-2017,our subsidiaries launched their wealth management operationproviding referral services to clients in connection with the clients purchase ofwe

110、alth management products from third-party brokers.For wealth managementservices,we generated revenues through a limited number of product brokers.Forthe years ended September 30,2020 and 2021,we generated 100%of wealth managementservices revenue through a Hong Kong-based insurance broker.For the six

111、 monthsended March 31,2022,we generated approximately 99.99%of wealth managementservices revenue through a U.S.-based insurance broker.We intend to furtherdevelop our subsidiaries wealth management business in the future by engagingwith more product brokers that offer additional types of wealth mana

112、gementproducts.In early 2017,our subsidiaries started to provide asset management services totheir clients.In late 2018,our subsidiaries began providing asset managementrelated advisory services as a type of their asset management services at therequest of certain clients.In late 2020,our subsidiari

113、es started to providediscretionary account management services to their clients as a type of our assetmanagement services.For the fiscal years ended September 30,2020 and 2021 and thesix months ended March 31,2022,we generated the majority of asset managementservices revenue from our advisory servic

114、e clients and asset management fund.Wegenerated approximately 89.70%of asset management services revenue from oneadvisory service client for the fiscal year ended September 30,2020,approximately60.32%of that from one asset management fund for the fiscal year endedSeptember 30,2021,and 100%of that fr

115、om one asset management fund for thesix months ended March 31,2022.In the future,our subsidiaries will continue toprovide their clients with existing asset management services,and develop orintroduce more highly desirable product and service opportunities that meet theever-evolving standards of our

116、subsidiaries clients.For the years ended September 30,2020 and 2021 and the six months endedMarch 31,2022,our subsidiaries provided wealth management services to 13,threeand two clients,respectively,and we generated revenue from wealth managementservices in the amount of$1,758,331,$1,833 and$1,765,3

117、25,respectively.Oursubsidiaries wealth management clients decreased in number from the fiscal yearended September 30,2020 to the fiscal year ended September 30,2021 because asaffected by COVID-19 related travel restrictions and related mandatory quarantinemeasures,our subsidiaries mainland China res

118、ident clients were unable to travelto Hong Kong to complete procedures required for purchasing insurance products,andcorrespondingly,our revenue generated from wealth management services decreasedfrom the fiscal year ended September 30,2020 to the fiscal year endedSeptember 30,2021.However,our wealt

119、h management revenue significantly increasedfor the six months ended March 31,2022 because through our subsidiaries,we workedwith a licensed product broker in the U.S.and provided wealth management servicesto a client in the U.S.For the years ended September 30,2020 and 2021 and thesix months ended

120、March 31,2022,our subsidiaries provided asset managementservices to six,21 and five clients,respectively,and generated revenue fromasset management services in the amount of$803,469,$2,790,346 and$24,356,respectively.Among the 21 clients our subsidiaries provided asset managementservices to in the f

121、iscal year ended September 30,2021,15 clients received short-term asset management services that lasted for less than one fiscal year,such asour discretionary account management services and PCM1.For our subsidiariesasset management services,as of September 30,2020 and 2021 and March 31,2022,three,f

122、ive and five clients had their assets under our subsidiaries management,respectively.The assets under management(“AUM”)of PGA was$5,081,020,$4,589,962 and$5,023,496,as of September 30,2020 and 2021,and March 31,2022,respectively.The AUM of our subsidiaries discretionary account management was$125,91

123、7 as of March 31,2022.With respect to our subsidiaries asset managementrelated advisory services,our subsidiaries provided services to two,one,and zeroclient(s),for the years ended September 30,2020 and 2021 and the six months endedMarch 31,2022,respectively.Our subsidiaries actively maintain theirr

124、elationships with their clients,and we believe that the quality of oursubsidiaries services,our client-centric culture,and our subsidiaries value-added services have contributed to a generally steady client base.From March 31,2022 to the date of this prospectus,our subsidiaries do nothave any new cl

125、ient for either wealth management services or asset managementservices.As of the date of this prospectus,five clients have their assets under2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/00012139

126、0022077164/ff12022a1_prestigewealth.htm13/385our subsidiaries management.Among them,two clients have their assets in oursubsidiaries PGA fund,and three clients have their assets under oursubsidiaries discretionary account management.Our revenue increased by approximately 8.99%from approximately$2.56

127、 millionin the fiscal year ended September 30,2020 to approximately$2.79 million in thefiscal year ended September 30,2021,and decreased by approximately 31.30%fromapproximately$2.61 million in the six months ended March 31,2021 to approximately$1.79 million in the six months ended March 31,2022.Our

128、 net income for thefiscal years ended September 30,2020 and 2021 and the six months ended March 31,2022 were approximately$1.73 million,$1.91 million and$1.31 million,respectively.22022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.

129、gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm14/385Table of ContentsFor the six months ended March 31,2022,wealth management services and assetmanagement services contributed to approximately 98.64%and 1.36%of our totalrevenue,respectively.Approximately 99.99%of rev

130、enues from wealth managementservices for the six months ended March 31,2022,or approximately$1.77 million,was generated from a client in the U.S.The client purchased three life insurancepolicies with an average premium of more than approximately$9.60 million for eachpolicy.On average,we generated ap

131、proximately 6.13%of the total premiums of thesethree life insurance policies as referral fees.See“Risk Factors Risks Relatedto Our Subsidiaries Business During the fiscal years ended September 30,2020,and 2021 and the six months ended March 31,2022,we generated the majority of ourrevenues from wealt

132、h management services through a limited selection of wealthmanagement products.”For our revenue for the fiscal year ended September 30,2021,wealth managementservices and asset management services contributed to approximately 0.07%and99.93%of our revenue,respectively.Our subsidiaries utilized short-t

133、erm initialpublic offering(“IPO”)investment strategy in their asset management services.The ultimate investments of PCM1,a fund our subsidiaries managed,and thediscretionary accounts our subsidiaries managed were the IPO shares of certaintarget companies on the main board of the Hong Kong Stock Exch

134、ange.Among them,PCM1 invested in an underlying fund that participated in the IPO of a company onthe Hong Kong Stock Exchange,whereas the discretionary accounts our subsidiariesmanaged invested by directly purchasing the IPO shares of and participating in theIPOs of certain companies on the main boar

135、d of the Hong Kong Stock Exchange.Oursubsidiaries asset management services involving short-term IPO investmentstrategy contributed to a total of approximately 82.34%of our total revenue forthe fiscal year ended September 30,2021,among which discretionary accountmanagement services involving this st

136、rategy contributed to approximately 22.06%ofour total revenue,and PCM1,a fund our subsidiaries managed that also adoptedshort-term IPO investment strategy,contributed to approximately 60.28%of ourtotal revenue.Investments involving short-term IPO investment strategy could besubject to substantial ri

137、sks.See“Risk Factors Risks Related to OurSubsidiaries Business PCM1,a fund our subsidiaries used to manage,invested inIPO shares of a company through an underlying fund.Our subsidiaries may launchfunds with similar capital market investment strategy in the future,which involvessubstantial investment

138、 risks.”We did not utilize short-term IPO investmentstrategy in the fiscal year ended September 30,2020 or in the six months endedMarch 31,2022.Our Competitive StrengthsWe believe the following competitive strengths have contributed,and willcontribute,to our growth:Significant Client Satisfaction an

139、d High Client Retention Client Experience Oriented,Customized,and High-Quality Value-AddedServices Referrals from Well-Connected Clients Carefully Selected Business Partners such as Product Brokers andUnderlying Fund Managers Access to Highly Desirable Products That Are Not Widely Open toSubscribers

140、 Experienced Management TeamOur Growth StrategiesWe aspire to become a trusted wealth management and asset management servicesbrand among Asias high net worth individuals.To achieve this goal,we intend toleverage on our existing strengths and pursue the following strategies:Further enhance our brand

141、 recognition among high net worth and ultra-highnet worth individuals;Further grow our subsidiaries client base;2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestige

142、wealth.htm15/385 Grow our subsidiaries asset management business to include a largernumber of funds and diversify the types of funds;Integrate resources and provide one-stop wealth preservation andmanagement solution;and Pursue strategic investments and acquisition opportunities.32022/12/13https:/ww

143、w.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm16/385Table of ContentsCorporate History and StructureThe Company was incorporated under the laws of the Cayman Islands a

144、s anexempted company with limited liability on October 25,2018.On November 20,2018,pursuant to a contribution agreement dated of even date,we issued an additional 3,000,000 Ordinary Shares to Prestige Financial HoldingsGroup Limited as consideration for the Companys purchase of 100%of the issuedshar

145、es of PRESTIGE PRIVATE WEALTH MANAGEMENT LIMITED(“PPWM”),our wholly-ownedsubsidiary and a company incorporated in the British Virgin Islands.OnDecember 27,2018,pursuant to a share exchange agreement dated of even date,weissued an aggregate of 1,000,000 Ordinary Shares to all the shareholders of PAI,

146、with 906,582 Ordinary Shares issued to Prestige Financial Holdings Group Limited,40,870 Ordinary Shares issued to Kington International Holdings Limited,23,355 Ordinary Shares issued to Ensight Holdings Limited,and 29,193 OrdinaryShares issued to Pikachu Holdings Limited,as consideration for the Com

147、panyspurchase of 100%of the issued shares of PAI from those shareholders.After thesetransactions,the Company became the holding company of PPWM and PAI.The Company owns 100%of the issued shares of PPWM,a company incorporated inthe British Virgin Islands on May 23,2014.PPWM owns 100%of the issued sha

148、res ofPrestige Wealth Management Limited(“PWM”),a company incorporated in Hong Kong onJanuary 26,2015.PPWM owns 100%of the issued shares of PWAI,a corporationincorporated in California on February 15,2022.The Company also owns 100%of the issued shares of PAI,a company incorporatedin the British Virg

149、in Islands on December 4,2015.PAI owns 100%of the issuedshares of Prestige Asset Management Limited(“PAM”),a company incorporated inHong Kong on December 14,2015.PAI owns 100%of the issued shares of PrestigeGlobal Asset Management Limited(“PGAM”),a company incorporated under the laws ofthe Cayman Is

150、lands on June 8,2016.PAI also owns 100%of the issued shares ofPrestige Global Capital Inc.(“PGCI”),a company incorporated under the laws ofthe Cayman Islands on November 3,2020.We operate through our wholly owned subsidiaries.Our wealth managementoperations are conducted through PPWM and PPWMs subsi

151、diaries,while our assetmanagement operations are conducted through PAI and its subsidiaries.Oursubsidiaries asset management operations are currently primarily focused onmanaging and operating investment funds,and providing discretionary accountmanagement services and asset management related servic

152、es.PAM currently holdslicenses to act as fund manager.The following diagram illustrates our corporate structure,including oursubsidiaries,as of the date of this prospectus,and the percentages shown on thefollowing diagram represent percentages of equity ownership:42022/12/13https:/www.sec.gov/Archiv

153、es/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm17/385Table of ContentsSummary of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You shouldcarefully consider al

154、l of the information in this prospectus before making aninvestment in our Ordinary Shares.Risks Related to the Potential Impact of PRC Laws and Regulations on OurSubsidiaries BusinessAlthough we do not have any operation or maintain any office or personnel inmainland China and do not have any curren

155、t plan to venture into the market inmainland China,we are also subject to risks and uncertainties related to thepotential impact of PRC laws and regulations on our subsidiaries business,including,but not limited to:The PRC government may intervene or influence the Hong Kong operations ofan offshore

156、holding company,such as ours,at any time.The PRC governmentmay exert more control over offerings conducted overseas and/or foreigninvestment in Hong Kong-based issuers.If the PRC government exerts moreoversight and control over offerings that are conducted overseas and/orforeign investment in Hong K

157、ong-based issuers and we were to be subject tosuch oversight and control,it may result in a material adverse change toour subsidiaries business operations,including our subsidiariesoperations in Hong Kong,significantly limit or completely hinder ourability to offer or continue to offer securities to

158、 investors,and causethe Ordinary Shares to significantly decline in value or become worthless.See“Risk Factors Risks Related to the Potential Impact of PRC Lawsand Regulations on Our Subsidiaries Business The PRC government mayintervene or influence the Hong Kong operations of an offshore holdingcom

159、pany,such as ours,at any time.The PRC government may exert morecontrol over offerings conducted overseas and/or foreign investment inHong Kong-based issuers.If the PRC government exerts more oversight andcontrol over offerings that are conducted overseas and/or foreigninvestment in Hong Kong-based i

160、ssuers and we were to be subject to suchoversight and control,it may result in a material adverse change to oursubsidiaries business operations,including our subsidiariesoperations in Hong Kong,significantly limit or completely hinder ourability to offer or continue to offer securities to investors,

161、and causethe Ordinary Shares to significantly decline in value or becomeworthless”on page 15;Our subsidiaries business,our financial condition and results ofoperations,and/or the value of our Ordinary Shares or our ability tooffer or continue to offer securities to investors may be materially andadv

162、ersely affected by existing or future PRC laws and regulations whichmay become applicable to our subsidiaries.See“Risk Factors RisksRelated to the Potential Impact of PRC Laws and Regulations on OurSubsidiaries Business Our subsidiaries business,our financialcondition and results of operations,and/o

163、r the value of our OrdinaryShares or our ability to offer or continue to offer securities toinvestors may be materially and adversely affected by existing or futurePRC laws and regulations which may become applicable to our subsidiaries”on page 15;The PRC government may exert substantial influence a

164、nd discretion overmainland China residents and the manner in which companies incorporatedunder the PRC laws must conduct their business activities.Through oursubsidiaries,we are a Hong Kong-based company with no operations inmainland China,and mainland China residents may purchase oursubsidiaries pr

165、oducts in Hong Kong.If we were to become subject to suchdirect influence or discretion,it may result in a material change in oursubsidiaries operations and/or the value of our Ordinary Shares,whichwould materially affect the interest of the investors.See“RiskFactors Risks Related to the Potential Im

166、pact of PRC Laws andRegulations on Our Subsidiaries Business The PRC government may exertsubstantial influence and discretion over mainland China residents and themanner in which companies incorporated under the PRC laws must conduct2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0001213900

167、22077164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm18/385their business activities.Through our subsidiaries,we are a Hong Kong-based company with no operations in mainland China,and mainland Chinaresidents may purchase o

168、ur subsidiaries products in Hong Kong.If wewere to become subject to such direct influence or discretion,it mayresult in a material change in our subsidiaries operations and/or thevalue of our Ordinary Shares,which would materially affect the interestof the investors”on page 16;Uncertainties arising

169、 from the legal system in mainland China,includinguncertainties regarding the interpretation and enforcement of PRC laws andthe possibility that regulations and rules can change quickly with littleadvance notice,could hinder our ability to offer or continue to offer oursecurities,result in a materia

170、l adverse change to our subsidiariesbusiness operations,and damage our reputation,which would materially andadversely affect our financial condition and results of operations andcause our52022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/w

171、ww.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm19/385Table of ContentsOrdinary Shares to significantly decline in value or become worthless.See“Risk Factors Risks Related to the Potential Impact of PRC Laws andRegulations on Our Subsidiaries Business Uncertaint

172、ies arising fromthe legal system in mainland China,including uncertainties regarding theinterpretation and enforcement of PRC laws and the possibility thatregulations and rules can change quickly with little advance notice,couldhinder our ability to offer or continue to offer our securities,result i

173、na material adverse change to our subsidiaries business operations,anddamage our reputation,which would materially and adversely affect ourfinancial condition and results of operations and cause our OrdinaryShares to significantly decline in value or become worthless”on page 16;Although we do not ha

174、ve any operation in mainland China,we face risks anduncertainties associated with the complex and evolving PRC laws andregulations and as to whether and how the recent PRC government statementsand regulatory developments,such as those relating to data and cyberspacesecurity,would apply to us and/or

175、our subsidiaries.Should thesestatements or regulatory actions apply to us and/or our subsidiaries inthe future,our subsidiaries ability to conduct their business,ourability to invest into mainland China as foreign investments or acceptforeign investments,or our ability to list on a U.S.or other over

176、seasexchange may be restricted.For example,if the recent regulatory actionsof the PRC government on data security or other data-related laws andregulations were to apply to us and/or our subsidiaries,we and/or oursubsidiaries could become subject to certain cybersecurity and dataprivacy obligations,

177、including the potential requirement to conduct acybersecurity review for our public offerings on a foreign stock exchange,and the failure to meet such obligations could result in penalties andother regulatory actions against us and/or our subsidiaries and maymaterially and adversely affect our subsi

178、diaries business and results ofoperations.See“Risk Factors Risks Related to the Potential Impact ofPRC Laws and Regulations on Our Subsidiaries Business If we and/orour subsidiaries were to be required to comply with cybersecurity,dataprivacy,data protection,or any other laws and regulations related

179、 todata and we and/or our subsidiaries cannot comply with such laws andregulations,our subsidiaries business,financial condition,and resultsof operations may be materially and adversely affected”on page 17;and We and our subsidiaries do not currently have any operation or maintainany office or perso

180、nnel in mainland China and have not collected,stored,or managed any personal information in mainland China.Based on ourinquiry with the relevant PRC governmental authority and the advice of ourlegal counsel of mainland China,Han Kun Law Offices,we believe that weand our subsidiaries are not currentl

181、y required to proactively apply to acybersecurity review for our public offerings on a foreign stock exchange,on the basis that(i)our subsidiaries are incorporated in Hong Kong,theBritish Virgin Islands,and other jurisdictions outside of mainland Chinaand operate in Hong Kong without any subsidiary

182、or VIE structure inmainland China,and we do not maintain any office or personnel in mainlandChina;(ii)except for the Basic Law of the Hong Kong Special Region ofthe Peoples Republic of China(“Basic Law”),the PRC laws do not applyin Hong Kong unless they are listed in Annex III of the Basic Law andap

183、plied locally by promulgation or local legislation,and the PRC lawsthat may be listed in Annex III are currently limited under the Basic Lawto those which fall within the scope of defense and foreign affairs aswell as other matters outside the limits of the autonomy of Hong Kong,andPRC laws and regu

184、lations relating to data protection and cyber securityhave not been listed in Annex III as the date of this prospectus;(iii)our data processing activities are solely carried out by ouroverseas entities outside of mainland China for the purpose of offeringproducts or services in Hong Kong and other j

185、urisdictions outside ofmainland China;(iv)we and our subsidiaries do not control more than onemillions users personal information as of the date of this prospectus;(v)as of the date of this prospectus,we and our subsidiaries have notreceived any notice of identifying us as critical informationinfras

186、tructure from any relevant PRC governmental authorities;(vi)as of2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm20/385the date of this prospectus,non

187、e of us or our subsidiaries have beeninformed by any PRC governmental authority of any requirement for acybersecurity review;and(vii)based on our inquiry with the ChinaCybersecurity Review Technology and Certification Center,or the CCRC,theofficer who provides cybersecurity review consultation servi

188、ce under CCRCbelieves that we are currently not required to apply to a cybersecurityreview for our public offerings on a foreign stock exchange with the CACbecause we neither currently have any operation in mainland China norcontrol more than one millions users personal information as of the dateof

189、this prospectus.We also believe that we are compliant with theregulations and policies that have been issued by CAC as of the date ofthis prospectus.Additionally,as of the date of this prospectus,oursubsidiaries are incorporated in Hong Kong,the British Virgin Islands andother regions outside of mai

190、nland China,we operate in Hong Kong withoutany subsidiary or VIE62022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm21/385Table of Contentsstructure in m

191、ainland China,we do not maintain any office or personnel inmainland China,the draft of the Provisions of the State Council on theAdministration of Overseas Securities Offering and Listing by DomesticCompanies,or the Draft Provisions,and the draft of AdministrationMeasures for the Filing of Overseas

192、Securities Offering and Listing byDomestic Companies,or the Draft Administration Measures,are released forpublic comments only,and final version and effective date of suchregulations are subject to change with substantial uncertainty.Therefore,as advised by our legal counsel of mainland China,Han Ku

193、n Law Offices,webelieve that this listing contemplated in this prospectus is currently notsubject to any filing procedures with,or approvals from the CSRC inconnection with the Draft Provisions or the Draft Administration Measures.However,there can be no assurance that the relevant PRC governmentala

194、uthorities,including the CSRC and the CAC,would reach the sameconclusion as us or our legal counsel of mainland China.If we later findout that we and/or our subsidiaries were to be required to obtain anypermission or approval from the CSRC,the CAC,or other PRC governmentalauthorities in connection w

195、ith this offering under PRC law,we and/or oursubsidiaries may be fined or subject to other sanctions,and oursubsidiaries business and our reputation,financial condition,andresults of operations may be materially and adversely affected.See“RiskFactors Risks Related to the Potential Impact of PRC Laws

196、 andRegulations on Our Subsidiaries Business If we and/or oursubsidiaries were to be required to obtain any permission or approval fromthe CSRC,the CAC,or other PRC governmental authorities in connectionwith this offering under PRC laws,we and/or our subsidiaries may be finedor subject to other sanc

197、tions,and our subsidiaries business and ourreputation,financial condition,and results of operations may bematerially and adversely affected”on page 18.Pursuant to the relevant PRC laws and regulations,no entity or individualshall provide any oversea insurance products in mainland China by anydirect

198、or indirect means.If we were deemed as providing any overseainsurance products in mainland China by promoting insurance policies,soliciting customers in mainland China or other activities,all activitieswhich are deemed as providing oversea insurance products by PRCgovernmental authorities may be ban

199、ned and we may be subject to regulatoryactions and penalties,including fines,confiscation of illegal income orother penalties.In such cases,our business,financial condition,resultsof operations and prospects may be materially and adversely affected.See“Risk Factors Risks Related to the Potential Imp

200、act of PRC Laws andRegulations on Our Subsidiaries Business If we were deemed asproviding insurance products by promoting insurance policies,solicitingcustomers or other activities in mainland China,our business,financialcondition,results of operations and prospects may be materially andadversely af

201、fected”on page 20.We rely in part on dividends from our Hong Kong subsidiaries for our cashand financing requirements,such as the funds necessary to service anydebt we may incur.There is a possibility that the PRC government couldprevent our cash maintained in Hong Kong from leaving or restrict thed

202、eployment of the cash into our business or for the payment of dividendsin the future.Any such controls or restrictions may adversely affect ourability to finance our cash requirements,service debt or make dividend orother distributions to our shareholders.See“Risk Factors RisksRelated to the Potenti

203、al Impact of PRC Laws and Regulations on OurSubsidiaries Business Our Hong Kong subsidiaries may be subject torestrictions on paying dividends or making other payments to us,which mayrestrict their ability to satisfy liquidity requirements,conduct businessand pay dividends to holders of our ordinary

204、 shares”on page 21.Risks Related to Our Subsidiaries Business and IndustryRisks and uncertainties related to our subsidiaries business include,but arenot limited to,the following:2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.go

205、v/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm22/385 We may not be able to grow at the historical rate of growth,and if wefail to manage our growth effectively,our subsidiaries business may bematerially and adversely affected;Our subsidiaries limited operating history

206、may not provide an adequatebasis to judge our future prospects and results of operations;Our subsidiaries may not be able to continue to retain or expand theirclient base or maintain or increase the amount of investments made bytheir clients in the products distributed by the product brokers oursubs

207、idiaries work with;72022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm23/385Table of Contents The ongoing COVID-19 pandemic has adversely affected,and m

208、ay continue toadversely affect our subsidiaries business,results of operations andfinancial condition;If our subsidiaries fail to attract and retain qualified employees tomanage their client relationships,our subsidiaries business couldsuffer;During the fiscal years ended September 30,2020,and 2021

209、and thesix months ended March 31,2022,we generated the majority of our revenuesfrom wealth management services through a limited selection of wealthmanagement products;The wealth management products that the product brokers distribute to oursubsidiaries clients involve various risks and the failure

210、of productbrokers to identify or fully appreciate such risks will negatively affectour reputation,client relationships,operations and prospects;Any failure to ensure and protect the confidentiality of the personal dataof our subsidiaries clients could lead to legal liability,adverselyaffect our repu

211、tation and have a material adverse effect on oursubsidiaries business and our financial condition or results ofoperations;PGA,the fund our subsidiaries manage,can be redeemed periodically,whichhas occurred and may reoccur in the future,which may result in an adverseeffect on our subsidiaries busines

212、s and our results of operations and/orfinancial condition;Poor performance of the fund that our subsidiaries manage or a decline inthe value of the underlying assets of our subsidiaries fund would causea decline in our revenue,income and cash flow,and could adversely affectour subsidiaries ability t

213、o raise capital for future investment funds;Non-compliance with applicable regulations and illegal activities on thepart of third parties with which our subsidiaries conduct business coulddisrupt our subsidiaries business and adversely affect our results ofoperations;If we fail to promote and mainta

214、in our brand in a cost-efficient way,oursubsidiaries business and our results of operations may be harmed;Our subsidiaries business depends on the continued efforts of our seniormanagement.If one or more members of our senior management were unable orunwilling to continue in their present positions,

215、our subsidiariesbusiness may be severely disrupted;Our subsidiaries may fail to obtain and maintain licenses and permitsnecessary to conduct their operations in Hong Kong,the Cayman Islands orthe U.S.,and our subsidiaries business may be materially and adverselyaffected as a result of any changes in

216、 the laws and regulations governingthe financial services industry in Hong Kong,the Cayman Islands or theU.S.;and PGAM could be regarded as subject to the Securities and Future Commissionof Hong Kong,or the SFCs regulations and subject to liabilities ifPGAMs is found in violation of SFCs regulations

217、.Risks Related to Our Ordinary Shares and This OfferingWe face risks and uncertainties related to our Ordinary Shares and thisoffering,including,but not limited to:Our controlling shareholder has a substantial influence over our companyand his interests may not be aligned with the interests of our o

218、thershareholders;Our lack of effective internal controls over financial reporting mayaffect our ability to accurately report our financial results or preventfraud which may affect the market for and price of our Ordinary Shares.2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007

219、164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm24/385 Because we are a foreign private issuer and are exempt from certain Nasdaqcorporate governance standards applicable to U.S.issuers,you will haveless protection than yo

220、u would have if we were a domestic issuer;Although as a foreign private issuer we are exempt from certain corporategovernance standards applicable to U.S.issuers,if we cannot satisfy,orcontinue to satisfy,the initial listing requirements and other rules ofNa,our securities may be delisted,which coul

221、d negatively impact theprice of our securities and your ability to sell them;82022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm25/385Table of Contents

222、If we cease to qualify as a foreign private issuer,we would be requiredto comply fully with the reporting requirements of the Exchange Actapplicable to U.S.domestic issuers,and we would incur significantadditional legal,accounting and other expenses that we would not incur asa foreign private issuer

223、;We are a company incorporated under the laws of the Cayman Islands,andmost of our directors and executive officers reside outside of theUnited States.As a result,it may be difficult for shareholders to effectservice of process within the United States upon these individuals or tobring an original a

224、ction against us or our directors and executiveofficers in the United States or Hong Kong in the event that you believethat your rights have been infringed under the U.S.federal securitieslaws or otherwise,including those based on the civil liability provisionsof the U.S.federal securities laws.Even

225、 if you are successful inbringing an action of this kind,the laws of the Cayman Islands,Singapore,Hong Kong or other relevant jurisdiction may render you unableto enforce a judgment against our assets or the assets of our directorsand officers.See“Risk Factors Risks Related to Our Ordinary Sharesand

226、 This Offering You may face difficulties in effecting service ofprocess,enforcing foreign judgments,or bringing actions against us orour directors and officers named in this prospectus based on foreignlaws”on page 38;We are an“emerging growth company”within the meaning of the SecuritiesAct,and if we

227、 take advantage of certain exemptions from disclosurerequirements available to emerging growth companies,this could make itmore difficult to compare our performance with other public companies;We will incur increased costs as a result of being a public company,particularly after we cease to qualify

228、as an“emerging growth company”;You may be unable to present proposals before annual general meetings orextraordinary general meetings not called by shareholders;Our independent registered public accounting firms audit documentationrelated to their audit reports included in this prospectus include au

229、ditdocumentation located in mainland China.Our Ordinary Shares may bedelisted or prohibited from being traded over-the-counter under the HFCAAif the PCAOB is unable to inspect our audit documentation located inmainland China and,as such,you may be deprived of the benefits of suchinspection which cou

230、ld result in limitations or restrictions to our accessto the U.S.capital markets.The delisting or the cessation of trading ofour Ordinary Shares,or the threat of their being delisted or prohibitedfrom being traded,may materially and adversely affect the value of yourinvestment;There has been no publ

231、ic market for our Ordinary Shares prior to thisoffering,and if an active trading market does not develop you may not beable to resell our Ordinary Shares at or above the price you paid,or atall;Our Ordinary Shares may be thinly traded and you may be unable to sell ator near ask prices or at all if y

232、ou need to sell your shares to raisemoney or otherwise desire to liquidate your shares;You will experience immediate and substantial dilution in the net tangiblebook value of Ordinary Shares purchased;We do not intend to pay dividends for the foreseeable future;The market price of our Ordinary Share

233、s may be volatile;and We have broad discretion in the use of the net proceeds from this offeringand may not use them effectively.Recent statements by the Chinese government have indicated an intent to exertmore oversight and control over offerings that are conducted overseas and/orforeign investment

234、s in issuers based in mainland China.We and our subsidiaries do2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm26/385not currently have any business o

235、perations or maintain any office or personnel inmainland China and have not collected,stored,or managed any personal informationin mainland China.Based on our inquiry with the relevant PRC governmentalauthority and the advice of our legal counsel of mainland China,Han Kun LawOffices,we believe that

236、we and our subsidiaries are not currently required toproactively apply to a cybersecurity review for our public offerings on a foreignstock exchange on the basis that(i)our subsidiaries are incorporated inHong Kong,the British Virgin Islands,and other jurisdictions outside of mainlandChina and opera

237、te in Hong Kong without any subsidiary or VIE structure in mainlandChina,and we do not maintain any office or personnel in mainland China;92022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0001213900

238、22077164/ff12022a1_prestigewealth.htm27/385Table of Contents(ii)except for the Basic Law,the PRC laws do not apply in Hong Kong unless theyare listed in Annex III of the Basic Law and applied locally by promulgation orlocal legislation,and the PRC laws that may be listed in Annex III are currentlyli

239、mited under the Basic Law to those which fall within the scope of defense andforeign affairs as well as other matters outside the limits of the autonomy ofHong Kong,and the PRC laws and regulations relating to data protection and cybersecurity have not been listed in Annex III as the date of this pr

240、ospectus;(iii)our data processing activities are solely carried out by our overseasentities outside of mainland China for the purpose of offering products or servicesin Hong Kong and other jurisdictions outside of mainland China;(iv)we and oursubsidiaries do not control more than one millions users

241、personal information asof the date of this prospectus;(v)as of the date of this prospectus,we and oursubsidiaries have not received any notice of identifying us as critical informationinfrastructure from any relevant PRC governmental authorities;(vi)as of the dateof this prospectus,none of us or our

242、 subsidiaries have been informed by any PRCgovernmental authority of any requirement for a cybersecurity review;and(vii)based on our inquiry with the CCRC,the officer who provides cybersecurityreview consultation service under CCRC believes that we are currently not requiredto apply to a cybersecuri

243、ty review for our public offerings on a foreign stockexchange with the CAC because we neither currently have any operation in mainlandChina nor control more than one millions users personal information as of thedate of this prospectus.We also believe that we are compliant with the regulationsand pol

244、icies that have been issued by CAC as of the date of this prospectus.Additionally,as of the date of this prospectus,our subsidiaries are incorporatedin Hong Kong,the British Virgin Islands and other regions outside of mainlandChina,we operate in Hong Kong without any subsidiary or VIE structure in m

245、ainlandChina,we do not maintain any office or personnel in mainland China,the DraftProvisions and the Draft Administration Measures are released for public commentsonly,and final version and effective date of such regulations are subject tochange with substantial uncertainty.However,there can be no

246、assurance that therelevant PRC governmental authorities,including the CSRC and the CAC,would reachthe same conclusion as us or our legal counsel of mainland China.Therefore,asadvised by our legal counsel of mainland China,Han Kun Law Offices,we believethat this listing contemplated in this prospectu

247、s is currently not subject to anyfiling procedures with,or approvals from the CSRC in connection with the DraftProvisions or the Draft Administration Measures.Also,there is no guarantee thatthis will continue to be the case in the future or in relation to the continuedlisting of our securities on a

248、U.S.securities exchange,considering oursubsidiaries clients include mainland China residents,or even in the event suchpermission or approval is required and obtained,it can be subsequently revoked orrescinded.If we and/or our subsidiaries do not receive or maintain the approvals,or we inadvertently

249、conclude that such approvals are not required,or applicablelaws,regulations,or interpretations change such that we and/or our subsidiariesare required to obtain approval in the future,we and/or our subsidiaries may besubject to an investigation by competent regulators,fines or penalties,or anorder p

250、rohibiting us from conducting an offering,and these risks could result in amaterial adverse change in our subsidiaries operations and the value of ourOrdinary Shares,significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors,or cause such securities tos

251、ignificantly decline in value or become worthless.See“Risk Factors RisksRelated to the Potential Impact of PRC Laws and Regulations on Our SubsidiariesBusiness If we and/or our subsidiaries were to be required to obtain anypermission or approval from the CSRC,the CAC,or other PRC governmentalauthori

252、ties in connection with this offering under PRC law,we and/or oursubsidiaries may be fined or subject to other sanctions,and our subsidiariesbusiness and our reputation,financial condition,and results of operations may bematerially and adversely affected.”If we and/or our subsidiaries become subject

253、 to PRC laws and regulations in thefuture,we may face risks arising from the legal system in mainland China,including risks and uncertainties regarding the enforcement of PRC laws andregulations in mainland China can change quickly with little advance notice.Inaddition,there is a risk that our subsi

254、diaries operations might be intervened orinfluenced by the Chinese government at any time,or the Chinese government mayexercise control over offerings conducted overseas and/or foreign investment inmainland China or Hong Kong based issuers,which could result in a material change2022/12/13https:/www.

255、sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm28/385in our subsidiaries operations and/or the value of our Ordinary Shares.Anyactions by the Chinese government to exerci

256、se more oversight and control overofferings that are conducted overseas and/or foreign investment in mainland Chinaor Hong Kong based issuers could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the valueof such securities to signi

257、ficantly decline or be worthless.“Risk Factors RisksRelated to the Potential Impact of PRC Laws and Regulations on Our SubsidiariesBusiness The PRC government may exert substantial influence and discretion overmainland China residents and the manner in which companies incorporated under thelaws of P

258、RC must conduct their business activities.Through our subsidiaries,weare a Hong Kong-based company with no operations in mainland China,and mainlandChina residents may purchase our subsidiaries products in Hong Kong.If we wereto become subject to such direct influence or discretion,it may result in

259、amaterial change in our subsidiaries operations and/or the value of our OrdinaryShares,which would materially affect the interest of the investors.”102022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850

260、/0007164/ff12022a1_prestigewealth.htm29/385Table of ContentsIn addition,our auditor is required by the laws of the United States toundergo regular inspections by the PCAOB.If our securities become listed on anational exchange or quoted on the over-the-counter market,trading in oursecuriti

261、es may be prohibited under the HFCAA,and our securities may be subject todelisting if the PCAOB cannot inspect or completely investigate our auditor forthree consecutive years beginning 2021.Our independent registered publicaccounting firms audit documentation related to their audit reports included

262、 inthis prospectus include audit documentation located in mainland China.On June 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Actwhich,if passed by the U.S.House of Representatives and signed into law,wouldreduce the number of consecutive non-inspection years requ

263、ired for triggering theprohibitions under the HFCAA from three years to two,thus reducing the time beforeyour securities may be prohibited from trading or delisted.On December 16,2021,the PCAOB issued a report to notify the SEC its determinations that it is unable toinspect or investigate completely

264、 registered public accounting firms headquarteredin mainland China and Hong Kong,respectively,and identifies the registered publicaccounting firms in mainland China and Hong Kong that are subject to suchdeterminations.The auditor of the Company,Marcum Asia CPAs LLP,is not among theauditor firms list

265、ed on the determination list issued by the PCAOB,which notes allof the auditor firms that the PCAOB is not able to inspect.On August 26,2022,theCSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement ofProtocol,or the Protocol,governing inspections and investigations of audit firmsb

266、ased in China and Hong Kong.The Protocol remains unpublished and is subject tofurther explanation and implementation.Pursuant to the fact sheet with respect tothe Protocol disclosed by the SEC,the PCAOB shall have independent discretion toselect any issuer audits for inspection or investigation and

267、has the unfetteredability to transfer information to the SEC.However,when the PCAOB reassesses itsdeterminations by the end of 2022,it could determine that it is still unable toinspect and investigate completely audit firms based in China and Hong Kong.Oursecurities may be delisted or prohibited fro

268、m trading if the PCAOB determines thatit cannot inspect or investigate completely our auditor under the HFCAA.See“RiskFactors Risks Relating to Our Ordinary Shares and This Offering Ourindependent registered public accounting firms audit documentation related totheir audit reports included in this p

269、rospectus include audit documentation locatedin mainland China.Our Ordinary Shares may be delisted or prohibited from beingtraded over-the-counter under the HFCAA if the PCAOB is unable to inspect our auditdocumentation located in mainland China and,as such,you may be deprived of thebenefits of such

270、 inspection which could result in limitations or restrictions toour access to the U.S.capital markets.The delisting or the cessation of tradingof our Ordinary Shares,or the threat of their being delisted or prohibited frombeing traded,may materially and adversely affect the value of your investment.

271、”Cash Transfers and Dividend DistributionThrough our subsidiaries,we conduct a majority of our operations in Hong Kongand maintain our bank accounts and balances primarily in licensed banks inHong Kong.If needed,cash can be transferred between our holding company andsubsidiaries through intercompany

272、 fund advances,and there are currently norestrictions of transferring funds between our Cayman Islands holding company andsubsidiaries in Hong Kong,the Cayman Islands and the British Virgin Islands.Notransfer of cash or other types of assets has been made between our Cayman Islandsholding company an

273、d subsidiaries as of the date of this prospectus.Our Cayman Islands holding company declared dividend in the amount ofUS$3.5 million,or US$0.70 per share to shareholders of our Company whose namesappear in the register of members of the Company as of March 5,2021.PrestigeFinancial Holdings Group Lim

274、ited,the 64.20%shareholder of our Cayman Islandsholding company,agreed to use the cash dividend payable by the Company in theamount of approximately US$2.34 million to offset part of the loan principal andinterest due to the Company,and the remaining US$1.16 million of cash has beenpaid to other sha

275、reholders pro rata as of September 30,2021.Currently,we do notintend to have our holding company distribute dividends in the future,but we donot have a fixed dividend policy.Our board of directors has complete discretion onwhether to distribute dividends,subject to applicable laws.Even if our board

276、ofdirectors decides to pay dividends,the form,frequency,and amount will dependupon our future operations and earnings,capital requirements and surplus,general2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data

277、/1765850/0007164/ff12022a1_prestigewealth.htm30/385financial condition,contractual restrictions,and other factors that the board ofdirectors may deem relevant.See“Risk Factors Risks Related to Our OrdinaryShares and This Offering We do not intend to pay dividends for the foreseeablefuture

278、.”Since the incorporation of our Cayman Islands holding company,no cash flowshave occurred between our Cayman Islands holding company and our subsidiaries.112022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/

279、1765850/0007164/ff12022a1_prestigewealth.htm31/385Table of ContentsWe rely in part on dividends from our Hong Kong subsidiaries for our cash andfinancing requirements,such as the funds necessary to service any debt we mayincur.There is a possibility that the PRC government could prevent o

280、ur cashmaintained in Hong Kong from leaving or the PRC government could restrict thedeployment of the cash into our business or for the payment of dividends.Any suchcontrols or restrictions may adversely affect our ability to finance our cashrequirements,service debt or make dividend or other distri

281、butions to ourshareholders.See“Risk Factors Risks Related to the Potential Impact of PRCLaws and Regulations on Our Subsidiaries Business Our Hong Kong subsidiariesmay be subject to restrictions on paying dividends or making other payments to us,which may restrict their ability to satisfy liquidity

282、requirements,conductbusiness and pay dividends to holders of our ordinary shares.”The Companys management and finance department are supervising cashmanagement.Our finance department is responsible for establishing the cashmanagement policies and procedures among our subsidiaries and departments.Eac

283、hsubsidiary and department initiate a cash request by putting forward a cash demandplan,which explains the specific amount and timing of cash requested,andsubmitting it to designated management members of the Company,based on the amountand the use of cash requested.The designated management member e

284、xamines andapproves the allocation of cash based on the sources of cash and the priorities ofthe needs,and submit it to our finance department for a second review.Other thanthe above,we currently do not have other cash management policies or proceduresthat dictate how funds are transferred.Enforceme

285、nt of Civil LiabilitiesWe are incorporated under the laws of the Cayman Islands as an exempted companywith limited liability.The Cayman Islands has a less developed body of securitieslaws as compared to the United States and provides significantly less protectionfor investors than the United States.

286、In addition,Cayman Islands companies may nothave standing to sue before federal courts of the United States.Substantially all of our assets are located in Hong Kong.In addition,amajority of our directors and officers are nationals or residents of Hong Kong anda majority of their assets are located o

287、utside the United States.As a result,itmay be difficult for shareholders to effect service of process within theUnited States upon us or these persons,or to enforce against us or them judgmentsobtained in U.S.courts,including judgments predicated upon the civil liabilityprovisions of the securities

288、laws of the United States or any state in theUnited States.Conyers Dill&Pearman,our Cayman Islands counsel,and Han Kun Law OfficesLLP,our Hong Kong counsel,have advised us that there is uncertainty as to whetherthe courts of the Cayman Islands or Hong Kong would(i)recognize or enforcejudgments of U.

289、S.courts obtained against us or our directors or officerspredicated upon the civil liability provisions of the securities laws of theUnited States or any state in the United States or(ii)entertain original actionsbrought in the Cayman Islands or Hong Kong against us or our directors or officerspredi

290、cated upon the securities laws of the United States or any state in theUnited States.Conyers Dill&Pearman has further advised us that the courts of the CaymanIslands would recognize as a valid judgment a final and conclusive judgment inpersonam obtained in the foreign courts against the Company unde

291、r which a sum ofmoney is payable(other than a sum of money payable in respect of multiple damages,taxes or other charges of a like nature or in respect of a fine or other penalty)or,in certain circumstances,an in personam judgment for non-monetary relief,andwould give a judgment based thereon provid

292、ed that(a)such courts had properjurisdiction over the parties subject to such judgment,(b)such courts did notcontravene the rules of natural justice of the Cayman Islands,(c)such judgmentwas not obtained by fraud,(d)the enforcement of the judgment would not becontrary to the public policy of the Cay

293、man Islands,(e)no new admissible evidencerelevant to the action is submitted prior to the rendering of the judgment by thecourts of the Cayman Islands,and(f)there is due compliance with the correctprocedures under the laws of the Cayman Islands.2022/12/13https:/www.sec.gov/Archives/edgar/data/176585

294、0/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm32/385Han Kun Law Offices LLP has further advised us that there is uncertainty as towhether the judgment of United States courts will be directly enforced in

295、Hong Kong,as the United States and Hong Kong do not have a treaty or otherarrangements providing for reciprocal recognition and enforcement of judgments ofcourts of the United States in civil and commercial matters.However,a foreignjudgment may be enforced in Hong Kong at common law by bringing an a

296、ction in aHong Kong court since the judgment may be regarded as creating a debt between theparties to it,provided that the foreign judgment,among other things,is a finaljudgment conclusive upon the merits of the claim and is for a liquidated amount ina civil matter and not in respect of taxes,fines,

297、penalties,or similar charges.Such a judgment may not,in any event,be so enforced in Hong Kong if(a)it wasobtained by fraud;(b)the proceedings in122022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/000

298、7164/ff12022a1_prestigewealth.htm33/385Table of Contentswhich the judgment was obtained were opposed to natural justice;(c)itsenforcement or recognition would be contrary to the public policy of Hong Kong;(d)the court of the United States was not jurisdictionally competent;or(e)thejudgmen

299、t was in conflict with a prior Hong Kong judgment.See“Enforceability of Civil Liabilities”and“Risk Factors Risks Relatedto Our Ordinary Shares and This Offering You may face difficulties in effectingservice of process,enforcing foreign judgments,or bringing actions against us orour directors and off

300、icers named in this prospectus based on foreign laws.”Implication of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue for our last fiscalyear,we qualify as an“emerging growth company”pursuant to the Jumpstart OurBusiness Startups Act of 2012,as amended,or the J

301、OBS Act.An emerging growthcompany may take advantage of specified reduced reporting and other requirementscompared to those that are otherwise applicable generally to public companies.These provisions include exemption from the auditor attestation requirement underSection 404 of the Sarbanes-Oxley A

302、ct of 2002 in the assessment of the emerginggrowth companys internal control over financial reporting.The JOBS Act alsoprovides that an emerging growth company does not need to comply with any new orrevised financial accounting standards until such date that a private company isotherwise required to

303、 comply with such new or revised accounting standards.Pursuant to the JOBS Act,we have elected to take advantage of the benefits of thisextended transition period for complying with new or revised accounting standards.As a result,our operating results and financial statements may not be comparableto

304、 the operating results and financial statements of other companies who haveadopted the new or revised accounting standards.We will remain an emerging growth company until the earliest of(i)thelast day of the fiscal year during which we have total annual gross revenues of atleast US$1.235 billion;(ii

305、)the last day of our fiscal year following the fifthanniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under

306、the Securities Exchange Act of 1934,as amended,or theExchange Act,which would occur if the market value of our Ordinary Shares that areheld by non-affiliates exceeds US$700 million as of the last business day of ourmost recently completed second fiscal quarter.Once we cease to be an emerginggrowth c

307、ompany,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.Implication of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under theExchange Act,and as much as we are exempt from certain provisions of thesecurities rules and

308、regulations in the United States that are applicable toU.S.domestic issuers.Moreover,the information we are required to file with orfurnish to the SEC will be less extensive and less timely compared to that requiredto be filed with the SEC by U.S.domestic issuers.In addition,as a companyincorporated

309、 in the Cayman Islands,we are permitted to adopt certain home countrypractices in relation to corporate governance matters that differ significantlyfrom the Nasdaq Stock Market corporate governance requirements.These practices mayafford less protection to shareholders than they would enjoy if we com

310、plied fullywith the Nasdaq Stock Market corporate governance requirements.Currently,we donot plan to rely on home country practices with respect to our corporate governanceafter we complete this offering.Corporate InformationOur principal executive offices are located at Suite 5102,51/F,Cheung KongC

311、enter,2 Queens Road Central,Hong Kong,and our phone number is+852 2122 8560.We maintain a corporate website at http:/.Theinformation contained in,or accessible from,our website or any other website doesnot constitute a part of this prospectus.Our registered office is located atCricket Square,Hutchin

312、s Drive,PO Box 2681,Grand Cayman,KY11111,Cayman Islands,2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm34/385and its phone number is+1 345 949 1040.O

313、ur agent for service of process in theUnited States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.132022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/00012139002

314、2077164/ff12022a1_prestigewealth.htm35/385Table of ContentsTHE OFFERINGOrdinary Shares offered by us 2,500,000 Ordinary Shares(or 2,875,000 OrdinaryShares assuming the underwriter exercises itsover-allotment option in full)Price per Ordinary Share We currently estimate that the initial publicofferin

315、g price will be in the range of$5.5 to$6.5 per Ordinary Share.Ordinary Shares outstandingprior to completion of thisoffering 8,000,000 Ordinary SharesOrdinary Shares outstandingimmediately after thisoffering 10,500,000 Ordinary Shares(or10,875,000 Ordinary Shares assuming theunderwriter exercises it

316、s over-allotment optionin full)and excluding 201,250 Ordinary Sharesunderlying the underwriters warrants assumingthe exercise of the underwriters over-allotmentoption.Listing;proposed symbol We have applied to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“PWM”.At this time,Na

317、sdaq has not yetapproved our application to list our OrdinaryShares.The closing of this offering isconditioned upon Nasdaqs final approval of ourlisting application,and there is no guarantee orassurance that our Ordinary Shares will beapproved for listing on Nasdaq.Transfer Agent Transhare Corporati

318、onUse of proceeds We intend to use the proceeds from this offeringfor brand promotion,hiring of additional clientrelationship managers and employees,expansion ofproducts and services and general workingcapital.See“Use of Proceeds”.Underwriters warrants We are obligated to issue the underwriter at th

319、eclosing of this offering warrants to purchase thenumber of Ordinary Shares equal to 7%of theaggregate number of Ordinary Shares sold in thisoffering.The underwriters warrants will beexercisable at any time beginning six monthsafter the closing of this offering,and willexpire five years after the ef

320、fective date of theregistration statement of which this prospectusforms a part.The exercise price of theunderwriters warrants will equal 120%of thepublic offering price.Lock-up We and our directors and executive officers haveagreed with the underwriter,subject to certainexceptions,not to sell,transf

321、er or otherwisedispose of any Ordinary Shares or similarsecurities for a period ending 180 days after thecommencement of sales of the offering.See“Underwriting”.Risk factors The Ordinary Shares offered hereby involve a highdegree of risk.You should read“Risk Factors,”beginning on page 15 for a discu

322、ssion of factorsto consider before deciding to invest in our2022/12/13https:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm36/385Ordinary Shares.142022/12/13https:/w

323、ww.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htmhttps:/www.sec.gov/Archives/edgar/data/1765850/0007164/ff12022a1_prestigewealth.htm37/385Table of ContentsRISK FACTORSAn investment in our Ordinary Shares involves a high degree of risk.Beforedeciding wh

324、ether to invest in our Ordinary Shares,you should consider carefully therisks described below,together with all of the other information set forth in thisprospectus,including the section titled“Managements Discussion and Analysis ofFinancial Condition and Results of Operation”and our consolidated fi

325、nancialstatements and related notes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow could be materially andadversely affected,which could cause the trading price of our Ordinary Shares todecline,resulting in a loss of all or part of your inve

326、stment.The risks describedbelow are not the only ones that we face.Additional risks not presently known to usor that we currently deem immaterial may also affect our business.You should onlyconsider investing in our Ordinary Shares if you can bear the risk of loss of yourentire investment.Risks Rela

327、ted to the Potential Impact of PRC Laws and Regulations on OurSubsidiaries BusinessThe PRC government may intervene or influence the Hong Kong operations ofan offshore holding company,such as ours,at any time.The PRC governmentmay exert more control over offerings conducted overseas and/or foreignin

328、vestment in Hong Kong-based issuers.If the PRC government exerts moreoversight and control over offerings that are conducted overseas and/orforeign investment in Hong Kong-based issuers and we were to be subject tosuch oversight and control,it may result in a material adverse change toour subsidiari

329、es business operations,including our subsidiariesoperations in Hong Kong,significantly limit or completely hinder ourability to offer or continue to offer securities to investors,and causethe Ordinary Shares to significantly decline in value or become worthless.As a company mainly conducting busines

330、s in Hong Kong,a special administrativeregion of China and our subsidiaries clients include mainland China residents,oursubsidiaries business and our prospects,financial condition,and results ofoperations may be influenced to a significant degree by political,economic,andsocial conditions in China g

331、enerally.The PRC government may intervene or influencethe operations in mainland China of an offshore holding company at any time,which,if extended to our subsidiaries operations in Hong Kong,could result in a materialadverse change to our subsidiaries operations and the value of the Ordinary Shares

332、.The PRC government has recently indicated an intent to exert more oversight andcontrol over listings conducted overseas and/or foreign investment in issuers basedin mainland China.For instance,on July 6,2021,the relevant PRC governmentalauthorities promulgated the Opinions on Strictly Cracking Down

333、 on Illegal SecuritiesActivities,which emphasized the need to strengthen the supervision over overseaslistings by companies in mainland China.We cannot assure you that the oversight willnot be extended to companies operating in Hong Kong like us and any such action maysignificantly limit or completely hinder our ability to offer or continue to offerour securities to investors,result in a material