SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Prestige Wealth Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.000625 per share

(Title of Class of Securities)

G7244A119

(CUSIP Number)

10/10/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

YA II PN, Ltd.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The percentage of Reporting Person's beneficial ownership in class are based on the assumption that all Class B Ordinary Shares are converted into Class A Ordinary Shares on a one-to-one ratio. Total outstanding shares on such fully diluted basis are 345,988,320, according to information provided by the Issuer.

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

YA Global Investments II (U.S.), LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

Yorkville Advisors Global, LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

Yorkville Advisors Global II, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

YAII GP, LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

YAII GP II, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

Mark Angelo

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

NEW JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G7244A119

Names of Reporting Persons

SC-Sigma Global Partners, LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,564,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,564,233.00

Aggregate Amount Beneficially Owned by Each Reporting Person

34,564,233.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Prestige Wealth Inc.

(b)

Address of issuer's principal executive offices:

Suite 3201, Champion Tower 3 Garden Road, Central Hong Kong, HONG KONG, 00000

Item 2.

(a)

Name of person filing:

YA II PN, Ltd.

(b)

Address or principal business office or, if none, residence:

1012 Springfield Ave., Mountainside, NJ 07092

(c)

Citizenship:

Cayman Islands

(d)

Title of class of securities:

Class A Ordinary Shares, par value $0.000625 per share

(e)

CUSIP No.:

G7244A119

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

34,564,233

(b)

Percent of class:

9.99 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

34,564,233

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

34,564,233

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares. YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares. For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

YA II PN, Ltd.

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

YA Global Investments II (U.S.), LP

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

Yorkville Advisors Global, LP

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

Yorkville Advisors Global II, LLC

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

YAII GP, LP

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

YAII GP II, LLC

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

Mark Angelo

Signature:	/s/ Mark Angelo
Name/Title:	Mark Angelo
Date:	10/17/2025

SC-Sigma Global Partners, LP

Signature:	/s/ David Gonzalez
Name/Title:	David Gonzalez, General Counsel
Date:	10/17/2025

SEC Form SCHEDULE 13G filed by Prestige Wealth Inc.