UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report for the transition period from ____________to ____________

Commission file number: 001-41734

PRESTIGE WEALTH INC.

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

Office Unit 6620B, 66/F, The Center,

99 Queen’s Road Central,

Central, Hong Kong

(Address of principal executive offices)

Ms. Zimuyin Jiang, Chief Financial Officer

Office Unit 6620B, 66/F, The Center,

99 Queen’s Road Central,

Central, Hong Kong

Tel: +852 2122 8560

E-mail: mj@pwmweb.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Class A Ordinary shares, par value US$0.000625		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of September 30, 2024, the issuer had 8,830,878.2 Class A ordinary shares, par value US$0.000625 per share, and 5,635,788.8 Class B ordinary shares, par value US$0.000625 per share, issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to section 12(b) of Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the
International Accounting Standards Board ☐

Other ☐

*	If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended September 30, 2024 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on February 13, 2025.

The Company is filing this Amendment solely to include the Company’s Clawback Policy as Exhibit 97.1 to comply with the requirements of Nasdaq Rule 5608, which was initially filed as Exhibit 99.1 on the Company’s previous annual report on Form 20-F for the year ended September 30, 2023, and which is incorporated herein by reference.

Additionally, as Mr. Ngat Wong has ceased to be the Company’s Chief Operating Officer on April 11, 2025, the appropriate signatories and certification exhibits to the Annual Report have been updated to that of Ms. Zimuyin Jiang, our Chief Financial Officer.

This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

ITEM 19. EXHIBITS

Exhibit No.		Description
1.1		The Second Amended and Restated Memorandum and Articles of Association adopted on December 29, 2023 (incorporated by reference to Exhibit 3.1 from our current report on Form 6-K filed with the SEC on February 1, 2024)
2.1		Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 from our registration statement on Form F-1 filed with the SEC on June 23, 2023)
2.2		Description of Securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.2 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
4.1		Employment Agreement by and between Kazuho Komoda and the Registrant (incorporated by reference to Exhibit 4.1 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
4.2		Employment Agreement by and between Ngat Wong and the Registrant (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
4.3		Form of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Exhibit 10.3 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
4.4		Form of Prestige Global Allocation Fund Subscription Agreement (incorporated by reference to Exhibit 10.6 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
4.5		Form of Prestige Global Fund SPC Subscription Agreement (incorporated by reference to Exhibit 10.7 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
4.6		Referral Service Agreement with a licensed insurance broker in Hong Kong (incorporated by reference to Exhibit 10.11 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
4.7		Form of Ongoing Advisory Agreement between Prestige Asset Management Limited and clients (incorporated by reference to Exhibit 10.14 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
4.8		Form of Indemnification Escrow Agreement (incorporated by reference to Exhibit 10.15 from our Registration Statement on Form F-1 (File No. 333-267999) filed on June 23, 2023)
8.1		List of Subsidiaries and Affiliated Entities (incorporated by reference to Exhibit 8.1 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
11.1		Insider Trading Policy (incorporated by reference to Exhibit 11.1 from our Annual Report on Form 20-F (File No. 001-41734) filed on February 15, 2024).
12.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1		Certification by Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1		Letter from Marcum Asia CPAs LLP (incorporated by reference to Exhibit 16.1 from our current report on Form 6-K filed on November 2, 2023)
23.1		Consent Letter from Yu Certified Public Accountant, P.C. (incorporated by reference to Exhibit 23.1 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
23.2		Consent Letter for Marcum Asia CPAs LLP (incorporated by reference to Exhibit 23.2 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
97.1		Clawback Policy (incorporated by reference to Exhibit 99.1 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 15, 2024)
99.1		Consent of Han Kun Law Firm (incorporated by reference to Exhibit 99.1 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
99.2		Consent of Ogier (incorporated by reference to Exhibit 99.2 from our Annual Report on Form 20-F (File No. 001-41734) filed with the SEC on February 13, 2025)
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Prestige Wealth Inc.

	By:	/s/ Kazuho Komoda
		Name:	Kazuho Komoda
		Title:	Chief Executive Officer

Date: April 28, 2025

Amendment: SEC Form 20-F/A filed by Prestige Wealth Inc.