Prestige Wealth (PWM) closes US$7.5M share and warrant private placement

Rhea-AI Filing Summary

Prestige Wealth Inc. closed a previously agreed private placement with accredited investors. The company sold 32,608,696 Class A ordinary shares at US$0.23 per share, together with Series C warrants to purchase up to 24,456,522 additional shares and Series D warrants for up to 24,456,522 shares.

The transaction closed on August 14, 2025 and generated approximately US$7,500,000 in gross proceeds for Prestige Wealth before offering expenses, providing new equity capital and potential future cash inflows if the warrants are exercised.

Insights

Equity Capital Markets Analyst

Prestige Wealth raises about US$7.5M via a sizable equity private placement including warrants.

Prestige Wealth Inc. completed a private placement with accredited investors, issuing 32,608,696 Class A ordinary shares at US$0.23 each. Investors also received Series C and Series D warrants, each series exercisable for up to 24,456,522 additional shares, expanding potential future equity issuance.

The company received approximately US$7,500,000 in gross cash proceeds, which strengthens its balance sheet compared with purely debt-based funding. The warrants create additional optionality: if later exercised, they could bring in further capital, although at the cost of additional share issuance.

Since the filing does not describe use of proceeds, implications depend on how this new capital is ultimately deployed. Future disclosures in company filings may clarify whether the funds support growth initiatives, working capital, or other corporate purposes and how warrant exercises, if any, affect the capital structure over time.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41734

PRESTIGE WEALTH INC.

(Registrant’s Name)

Office Unit 6620B, 66/F, The Center

99 Queen’s Road Central

Central, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Consummation of the Private Placement

As previously disclosed on April 23, 2025, Prestige Wealth Inc. (the “Company”) entered into an Amended and Restated Securities Purchase Agreement (the “Amended and Restated Agreement”) with certain accredited investors for a private placement offering, which amended and restated a Securities Purchase Agreement dated as of March 7, 2025. Pursuant to the terms of the Amended and Restated Agreement, the Company agreed to sell, and the investors agreed to purchase, (i) 32,608,696 Class A ordinary shares, par value $0.000625 per share (the “Ordinary Shares”); (ii) Series C ordinary warrants to purchase up to 24,456,522 Ordinary Shares, and (iii) Series D ordinary warrants to purchase up to 24,456,522 Ordinary Shares (collectively, the “Private Placement”). The purchase price for each Ordinary Share and associated Series C ordinary warrant and Series D ordinary warrant is US$0.23.

The Private Placement was consummated on August 14, 2025. The Company received an aggregate amount of gross proceeds from the Private Placement of approximately US$7,500,000, before deducting any offering expenses payable by the Company.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PRESTIGE WEALTH INC.
Date: August 15, 2025	By:	/s/ Kazuho Komoda
	Name:	Kazuho Komoda
	Title:	Chief Executive Officer and Chairman

2

FAQ

What private placement did Prestige Wealth Inc. (PWM) complete in August 2025?

Prestige Wealth Inc. completed a private placement with accredited investors on August 14, 2025. The company sold 32,608,696 Class A ordinary shares at US$0.23 per share, together with Series C and Series D warrants, each series exercisable for up to 24,456,522 additional ordinary shares.

How much capital did Prestige Wealth Inc. (PWM) raise in its August 2025 private placement?

Prestige Wealth raised approximately US$7,500,000 in gross proceeds from the private placement. This amount reflects the sale of 32,608,696 Class A ordinary shares at US$0.23 per share, before deducting any offering expenses payable by the company related to the transaction.

What securities were issued by Prestige Wealth Inc. (PWM) in the private placement?

Prestige Wealth issued ordinary shares plus two warrant series in the deal. Investors purchased 32,608,696 Class A ordinary shares and received Series C warrants for up to 24,456,522 shares and Series D warrants for up to 24,456,522 shares, expanding potential future share issuance if exercised.

Who participated in Prestige Wealth Inc.’s (PWM) August 2025 financing?

The financing involved certain accredited investors under an Amended and Restated Securities Purchase Agreement. These investors agreed to purchase Class A ordinary shares together with Series C and Series D warrants in a private placement structure previously disclosed in April 2025 and consummated on August 14, 2025.

What agreement governed Prestige Wealth Inc.’s (PWM) August 2025 private placement?

The private placement was governed by an Amended and Restated Securities Purchase Agreement. Prestige Wealth and accredited investors updated and replaced a March 7, 2025 agreement, with the amended deal covering the sale of shares and issuance of Series C and Series D warrants.

At what price were Prestige Wealth Inc. (PWM) shares sold in the private placement?

Each Class A ordinary share was sold at a purchase price of US$0.23. That price applied to each share together with its associated Series C ordinary warrant and Series D ordinary warrant, forming the combined unit used to calculate the approximate US$7,500,000 in gross proceeds received by the company.