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