6-K - AURE - Equibles

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 September 2025

Commission File Number: 001-41734

Prestige Wealth Inc.

Office Unit 6620B, 66/F, The Center

99 Queen’s Road Central

Central, Hong Kong

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Prestige Wealth Inc. (the “Company”) is filing this report of foreign private issuer on Form 6-K to report the Company’s financial results for the six months ended March 31, 2025 and 2024.

On November 4, 2024, the Company completed its acquisition of all shares of SPW Global Inc. (“SPW Global”), a company incorporated under the laws of the British Virgin Islands, which in turn wholly owns Wealth AI PTE LTD. (“Wealth AI”), a company incorporated under the laws of Republic of Singapore. Upon closing, SPW Global and Wealth AI became wholly owned subsidiaries of the Company. The Company is filing this report of foreign private issuer on Form 6-K to provide (i) the audited consolidated financial statements of Wealth AI for the years ended September 30, 2024 and 2023, (ii) unaudited interim financial statements of Wealth AI for the six months ended March 31, 2025 and 2024 and (iii) the unaudited pro forma financial information of the Company after giving effect to the consummation of the acquisition of SPW Global.

Attached as exhibits to this report of foreign private issuer on Form 6-K are:

(i)	The unaudited interim condensed consolidated financial statements<br>and related notes of the Company as of and for the six months ended March 31, 2025 as Exhibit 99.1;
(ii)	Press release titled “Prestige Wealth Inc. Announces<br>First Half of Fiscal Year 2025 Financial Results” as Exhibit 99.2;
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(iii)	Audited consolidated financial statements of Wealth AI for the years ended September 30, 2024 and 2023 and unaudited interim financial statements of Wealth AI for the six months ended March 31, 2025 as Exhibit 99.3 and relevant consent letter as Exhibit 99.4; and
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(iv)	Unaudited pro forma condensed combined financial information<br>of the Company after giving effect to the consummation of the acquisition of SPW Global as Exhibit 99.5.
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EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited interim condensed consolidated financial statements and related notes of the Company for the six months ended March 31, 2025 and 2024
99.2	Press release titled “Prestige Wealth Inc. Announces First Half of Fiscal Year 2025 Financial Results”
99.3	Audited consolidated financial statements of Wealth AI for the years ended September 30, 2024 and 2023 and unaudited interim financial statements of Wealth AI for the six months ended March 31, 2025 and 2024
99.4	Consent of Summit Group CPAs, P.C.
99.5	Unaudited pro forma condensed combined financial information of the Company after giving effect to the consummation of the acquisition of SPW Global
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 Label Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

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: September 19, 2025	By:	/s/ Kazuho Komoda
	Name:	Kazuho Komoda
	Title:	Chief Executive Officer and Chairman

Exhibit 99.1

	Page
Prestige Wealth Inc. Unaudited Interim Condensed Consolidated Financial Statements
Condensed<br> Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024	F-2
Condensed<br> Consolidated Statements of Income and Comprehensive Income for the six months ended March 31, 2025 and 2024	F-3
Condensed<br> Consolidated Statements of Changes in Shareholders’ Equity for the six months ended March 31, 2025 and 2024	F-4
Condensed<br> Consolidated Statements of Cash Flows for the six months ended March 31, 2025 and 2024	F-5
Notes<br> to Unaudited Interim Condensed Consolidated Financial Statements	F-6

F-1

PRESTIGE

WEALTH INC. CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,<br> <br> 2025			September 30,<br> <br> 2024
	(Unaudited)
ASSETS
Cash<br> and cash equivalents	$	6,661		$	13,190
Accounts<br> receivable		12,770			12,916
Contract<br> asset		—			483
Note<br> Receivables, net		682,831			753,699
Amounts<br> due from related parties, net		—			—
Right-of-use<br> assets		—			158,458
Income<br> tax receivables		71,994			40,221
Prepaid<br> deposit for acquisition		—			1,999,400
Deposit<br> for long term investment		2,881,081			2,631,081
Prepaid<br> expenses and other assets, net		309,216			718,155
Goodwill		13,674,164			—
Intangible<br> assets		512,460			—
Total<br> assets	$	18,151,177		$	6,327,603
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
Liabilities
Tax<br> payable	$	—		$	15,057
Lease<br> liability		—			180,517
Amounts<br> due to related parties		—			85,601
Deferred<br> tax liabilities		98,419			11,390
Deposits<br> from private placement		—			2,750,000
Other<br> payables and accrued liabilities		2,104,283			244,270
Total<br> liabilities	$	2,202,702		$	3,286,835
Shareholders’<br> equity
Ordinary share ($0.000625 par value, 160,000,000 shares authorized, 46,303,070 shares issued and outstanding as of March 31, 2025 and 14,466,667 shares issued and outstanding as of September 30, 2024)*	$	28,940		$	9,042
Additional<br> paid in capital		26,169,691			6,314,516
Subscription<br> receivable		(3,334,722	)		—
Accumulated<br> deficit		(6,868,924	)		(3,233,836	)
Accumulated<br> other comprehensive income		(46,510	)		(48,954	)
Total<br> shareholders’ equity	$	15,948,475		$	3,040,768
Total<br> liabilities and shareholders’ equity	$	18,151,177		$	6,327,603
*	The ordinary shares are presented on a retroactive basis to reflect the Company’s share subdivision on July 15, 2022.
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See

notes to the consolidated financial statements

F-2

PRESTIGE

WEALTH INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For<br> the six months ended <br> March 31,
	2025			2024
	(Unaudited)			(Unaudited)
Net revenue
Wealth management services
Referral<br> fees	$	287		$	11,685
Asset<br> management services
Advisory<br> service fees		—			459,974
Management<br> fees		—			25,970
Subtotal		—			485,944
Total<br> net revenue		287			497,629
Gross<br> Margin		287			497,629
Operation<br> cost and expenses
Selling,<br> general and administrative expenses		3,716,180			1,105,629
Total<br> operation cost and expenses		3,716,180			1,105,629
Loss<br> from operations		(3,715,893	)		(608,000	)
Other<br> income		33,857			118,580
Loss<br> before income taxes		(3,682,036	)		(489,420	)
Income<br> taxes benefits (expenses)		46,948			(14,009	)
Net<br> loss	$	(3,635,088	)	$	(503,429	)
Other<br> comprehensive income
Foreign<br> currency translation adjustment		2,444			681
Total<br> comprehensive income	$	(3,632,644	)	$	(502,748	)
Loss<br> per ordinary share
Basic<br> and diluted	$	(0.127	)	$	(0.055	)
Weighted<br> average number of ordinary shares outstanding*
Basic<br> and diluted		28,684,671			9,150,000

*	The ordinary shares are presented on a retroactive basis to reflect the Company’s share subdivision on July 15, 2022.

See

notes to the consolidated financial statements

F-3

PRESTIGE

WEALTH INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Ordinary Shares				Subscription			Additional <br> paid			Retained			Accumulated <br> other <br> comprehensive			Total<br><br> shareholders’
	Shares*		Amount		receivable			in capital			earnings			income (loss)			equity
Balance, September 30, 2023		9,150,000	$	5,719	$	—		$	2,570,664		$	3,642,994		$	(36,832	)	$	6,182,545
Net loss		—		—		—			—			(503,429	)		—			(503,429	)
Foreign currency translation adjustment		—		—		—			—			—			681			681
Balance, March 31, 2024 (Unaudited)		9,150,000	$	5,719	$	—		$	2,570,664		$	3,139,565		$	(36,151	)	$	5,679,797
Balance, September 30, 2024		14,466,667	$	9,042	$	—		$	6,314,516		$	(3,233,836	)	$	(48,954	)	$	3,040,768
Net loss		—		—		—			—			(3,635,088	)		—			(3,635,088	)
Issuance of common shares		26,115,656		16,323		(3,334,722	)		15,864,058			—			—			12,545,659
Warrants issued		—		—		—			9,703,000			—			—			9,703,000
Warrants exercised		5,720,747		3,575		—			(5,711,883	)		—			—			(5,708,308	)
Foreign currency translation adjustment		—		—		—			—			—			2,444			2,444
Balance, March 31, 2025 (Unaudited)		46,303,070	$	28,940	$	(3,334,722	)	$	26,169,691		$	(6,868,924	)	$	(46,510	)	$	15,948,475
*	The ordinary shares are presented on a retroactive basis to reflect the Company’s share subdivision on July 15, 2022.
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See

notes to the consolidated financial statements

F-4

PRESTIGE

WEALTH INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For<br> six months ended <br> March 31,
	2025			2024
	(Unaudited)			(Unaudited)
Cash flows from operating<br> activities
Net loss		(3,635,088	)		(503,429	)
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred<br> tax benefit		(47	)		(2,570	)
Allowance<br> for credit losses		(1,384	)		702,127
Amortization<br> of Right-of-use assets		99,343			63,932
Interest<br> on Lease liabilities		5,030			6,681
Shares-based<br> compensation		2,481,450			—
Gain<br> on termination of Right-of-use assets		(126,423	)		—
Changes of Working Capital
Accounts<br> receivable		—			(164,570	)
Contract<br> assets		483			14,506
Amounts<br> due from related parties		—			(70,628	)
Prepaid<br> expenses and other assets		408,556			(3,336,419	)
Income<br> tax receivable		(9,661	)		(16,493	)
Leases		—			(66,611	)
Amounts<br> due to related parties		—			190,970
Income<br> tax payable		(37,207	)		9,682
Other<br> payables and accrued liabilities		732,064			177,242
Net<br> cash used in operating activities		(82,884	)		(2,995,580	)
Cash<br> flows from investing activities:
Loan<br> to a third party		(29,132	)		(1,060,000	)
Loan &<br> interest repayment from a third party		100,000			3,922,641
Deposit<br> for long term investment		(250,000	)		—
Net<br> cash (used in) provided by investing activities		(179,132	)		2,862,641
Cash<br> flows from financing activities:
Proceeds<br> from private placement		250,000			—
Net<br> cash provided by financing activities		250,000			—
Effect<br> of exchange rate changes on cash and cash equivalents		5,487			(3,820	)
Net<br> change in cash and cash equivalents		(6,529	)		(136,759	)
Cash<br> and cash equivalents, beginning of the year		13,190			631,307
Cash<br> and cash equivalents, end of the year	$	6,661		$	494,548
Supplemental<br> cash flow information
Income<br> tax paid	$	—		$	(40,112	)
Supplemental<br> disclosure of non-cash operating activities
Net<br> off of amount due to/from RPT	$	—		$	120,342

See

notes to the consolidated financial statements

F-5

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1ORGANIZATION

Prestige Wealth Inc. (“PWI”, or the “Company”) is a limited liability company established under the laws of the Cayman Islands on October 25, 2018. It is engaged in providing wealth management services and asset management services to high net worth and ultra-high net worth individuals and enterprises through its subsidiaries.

PRESTIGE PRIVATE WEALTH MANAGEMENT LIMITED (“PPWM”), which was 100% owned by PWI, was incorporated in British Virgin Islands on May 23, 2014, and is engaged in providing wealth management services for the referral fees.

Prestige Wealth Management Limited (“PWM”) is a wholly owned subsidiary of PPWM. It was established on January 26, 2015 in Hong Kong, and provides wealth management services to third parties.

PRESTIGE ASSET INTERNATIONAL INC. (“PAI”) was incorporated in British Virgin Islands on December 4, 2015 and was 100% owned by PWI.

Prestige Asset Management Limited (“PAM”) is a wholly-owned subsidiary of PAI. It was established in accordance with laws and regulations of Hong Kong on December 14, 2015, and serves as investment advisor and provides investment advisory services to third parties with respect to identifying suitable target investment projects that fit the specific investment needs of investors.

Prestige Global Asset Management Limited (“PGAM”) is a wholly-owned subsidiary of PAI. It was established on June 8, 2016 under the laws of the Cayman Islands, and provides asset management services by managing various investment portfolios for high net worth and ultra-high net worth individuals and enterprises.

Prestige Global Capital Inc. (“PGCI) is a wholly-owned subsidiary of PAI. It was established on November 3, 2020 under the laws of the Cayman Islands, and provides asset management services by serving as a general partner of an Exempted Limited Partnership.

Prestige Wealth America Inc. (“PWAI”) is a wholly owned subsidiary of PPWM. It was established on February 15, 2022 in California, and provides wealth management services to third parties.

AISYS Inc. (“AISYS”) was incorporated in the British Virgin Islands on May 10, 2024 and is 100% controlled by PWI.

SPW Global Inc (“SPW”) was incorporated in the British Virgin Islands on March 11, 2024, which in turn wholly owns Wealth AI PTE LTD. (“Wealth AI”). On November 4, 2024, PWI completed its acquisition of all shares of SPW.

F-6

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1 ORGANIZATION (cont.)

Wealth AI PTE LTD. (“Wealth AI”) is a wholly-owned subsidiary of SPW. It was established May 20, 2022 in Singapore, and offers personalized, cost-effective wealth management solutions using artificial intelligence.

Tokyo Bay Management Inc. (“Tokyo Bay”) was incorporated in the British Virgin Islands on April 05, 2024, Tokyo Bay is a company based in Tokyo, Japan, providing wealth management services, family affairs services, lifestyle management services and related value-added services to high-net-worth clients in Japan. PWI completed its acquisitions of Tokyo Bay on December 16, 2024.

InnoSphere Tech Inc. (“InnoSphere Tech”) was incorporated in the British Virgin Islands on October 28, 2024, and it is a technology company that leverages its advantages in web scraping technology to collect data on finance, wealth management, and related industries according to international standards. PWI completed its acquisitions of InnoSphere Tech on December 16, 2024.

InnoSphere Tech Pte. LTD. (“InnoSphere Singapore”) is a wholly-owned subsidiary of InnoSphere Tech. It was established on February 20, 2025 in Singapore, and it focuses on developing platforms integrating AI based technology.

Group chart of the Company after reorganization is set out below:

F-7

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1 ORGANIZATION (cont.)

Details of the subsidiaries of the Company after reorganization are set out below:

Name	Date of <br> Incorporation	Place of<br> incorporation	Percentage of <br> effective ownership	Principal <br> Activities

Note 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation and consolidation

The accompanying consolidated balance sheet as of September 30, 2024, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements as of March 31, 2025 and for the six months ended March 31, 2025 and 2024 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures, which are normally included in financial statements prepared in accordance with United States generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. Management believes that the disclosures made are adequate to provide a fair presentation. The interim financial information should be read in conjunction with the financial statements and the notes for the fiscal years ended September 30, 2024 and 2023.

This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. Dollars.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of March 31, 2025, its consolidated results of operations and cash flows for the six months ended March 31, 2025 and 2024, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Useof estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts, and the assessment of the valuation allowance on deferred tax assets. Actual results could differ from these estimates.

F-8

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenuerecognition

The Group adopted ASC Topic 606 (“ASC 606”), Revenue from Contract with Customers, with effect from October 1, 2019, using the modified retrospective method applied to those contracts which were not completed as October 1, 2019.

Under Topic 606, the entity should recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Revenue recognition policies for each type of service are discussed as follows:

Advisoryservice fees

The Company acts as ongoing advisor to the client and provides a package of advisory services, including but not limited to, advising on global asset allocation, selecting and recommending suitable promotion or distribution channels for the issuance of the fund, coordinating daily operation and setting up meetings during post-establishment period, selecting and coordinating with lawyers for legal agreements and documents preparation, selecting qualified fund service providers, etc., as needed during the agreed-upon service period. Each contract of advisory service is accounted for as a single performance obligation which is satisfied over the service period. The Company allocates the transaction price to the single performance obligation based on a fixed annual fee and recognized revenue over the service period on a monthly basis.

Referralfees

The Company enters into contracts with brokers and refers high net worth or ultra-high net worth client who subscribe to wealth management products from the brokers, such referral service is regarded as the single performance obligation. The Company is then entitled to receive referral fees paid directly by the brokers; the referral fees are computed as a percentage of the premiums paid by the clients for purchase of the wealth management products distributed by the brokers.

When the client was referred to the broker, and relative wealth management products were successfully subscribed by the client, the performance obligation was satisfied. Revenue on first year premiums and if applicable, renewal premiums is recognized at the point in time when a client referred by the Company subscribes to wealth management products through the use of brokers the Company works with and such client has paid the requisite premiums and the applicable free look period has expired. Contract asset is recognized for the unbilled renewal referral fee as relevant service is provided, but payment contingent on the completion of the renewal. There is no significant financing component since the difference between the promised consideration and cash selling price of the service arises for reason other than the provision of finance to either the customer or the Company, and the difference between those amounts is proportional to the reason for the difference

F-9

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Managementfees

The Company is entitled to receive a management fee of one-twelfth of 0.4% to 1.5% of the net asset value attributable to client’s respective equity holding positions in each fund (before deduction of that months’ management fee and any accrued performance fee) on a monthly basis, and it is nonrefundable.

The Company is entitled to receive a management fee from either the discretionary account management or the fund the Company used to manage, Prestige Capital Markets Fund I L.P., which is of 1.5% to 2.5% of such investor’s subscription amount with respect to such investment as of the date of determination, and it is non-refundable.

For the fund Prestige Capital Markets Fund I L.P., these customer contracts require the Company to provide fund management services, which represents a performance obligation that the Company satisfies over time. The management fee will be payable in US Dollars monthly in arrears as soon as the net asset value calculation was completed by the fund administrator and approved by the Company at the end of each month and recognized as revenue.

Disaggregationof revenue

The following table illustrates the disaggregation of revenue:

	For<br> the six months ended <br> March 31,
	2025		2024
	(Unaudited)		(Unaudited)
Revenue
Referral<br> fees	$	287	$	11,685
Advisory<br> service fees		—		459,974
Management<br> fees		—		25,970
Net<br> Revenue	$	287	$	497,629
	For<br> the six months ended <br> March 31,
---	---	---	---	---
	2025		2024
	(Unaudited)		(Unaudited)
Timing of Revenue Recognition
Services<br> transferred at a point in time	$	287	$	471,659
Services<br> transferred over time		—		25,970
	$	287	$	497,629

Contractassets

Contract assets represent the Company’s rights to consideration in exchange for services that the Company has transferred to the customer before payment is due. At the point of revenue recognition, the Company has completed all performance under the contract; however, their rights to consideration are conditional on the future renewal. As such, the Company records a corresponding contract assets for the renewal premiums allocated to referral services that have already been fulfilled the whole performance obligation. The Company only recognizes contract assets to the extent that the Company believes it is probable that it will collect substantially all of the consideration to which it will be entitled in exchange for the services transferred to the customer.

The contract assets will increase when the Company recognizes it and will decrease when the payment is due and be reclassified to a receivable.

F-10

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The contract assets will not be reclassified to a receivable given that the right to invoice and the payment due date is the same date. Per ASC 606-10-45-3, an entity shall assess a contract asset for impairment in accordance with Topic 310 on receivables. Per ASC 606-10-50-4a, impairment losses recognized on receivables or contract assets are disclosed separately from other impairment losses.

Contract assets are stated at the historical carrying amount net of write-offs and allowance for uncollectible accounts. The Company establishes an allowance for uncollectible accounts based on estimates, historical experience and other factors surrounding the credit risk of specific clients. Uncollectible accounts are written-off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined the balance will not be collected.

Contract assets as of March 31, 2025 and September 30, 2024 are as follows:

	As of <br><br> March 31, <br> 2025		As of <br><br> September 30, <br> 2024
	(Unaudited)
Contract<br> assets, net	$	—	$	483

During the year ended September 30, 2024, the Group recognized that the contract assets which derived from insurance commission, required a full allowance due to the non-renewal of the insurance. As of September 30, 2024, the allowance for credit losses were $74,622.

The significant changes in the contract assets balances during the six months ended March 31, 2025 and the year ended September 30, 2024 are as follows:

	Contract assets

Balance<br> as of 9/30/2023
Net<br> off amount of payment due		)
Provision<br> of current expected credit losses		)
Exchange<br> diff.
Balance<br> as of 9/30/2024
Net<br> off amount of payment due		)
Exchange<br> diff.		)
Balance<br> as of 3/31/2025 (Unaudited)

All values are in US Dollars.

F-11

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Businesscombinations

The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive income.

In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive income.

When there is a change in ownership interests that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.

For the Company’s majority-owned subsidiaries, a non-controlling interest is recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the Group. “Net income (loss)” on the consolidated income statements includes the “net loss attributable to non-controlling interests”. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests in the Company’s consolidated balance sheets.

Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognized for non-controlling interests and any fair value of the Group’s previously held equity interests in the acquiree over the identifiable assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognized in profit or loss as a gain on bargain purchase.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these circumstances is measured based on the relative value of the operation disposed of and the portion of the cash-generating unit retained.

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Intangibleassets (other than goodwill)

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end.

Intangible assets are stated at cost less any impairment losses and are amortized on the straight-line basis over their estimated useful lives. The principal estimated useful lives of intangible assets are as follows:

Categories	Estimated useful lives
Software	5-10 years
Patent	8-15 years
Trademark	10 years
Customer relationship	9 years
Non-patented technology	10 years

The useful economic life for software is based on the anticipated number of years the software will retire due to significant upgrades to the software. The useful life of patent is estimated based on the shorter of legal registered period and the period over which the patent is expected to generate economic benefit. The useful life of trademarks is based on the estimated periods that the Group intends to derive future economic benefits from the use of the assets. Besides, The Group also takes into account factors including the duration of the patent and trademark, as well as the useful lives of similar assets in the marketplace. The customer relationship was acquired in a business combination recognized separately from goodwill and is initially recognized at its fair value at the acquisition date, which is regarded as their cost. Purchased non-patented technology is stated at cost less any impairment losses and amortized on the straight-line basis over its estimated useful lives of 10 years.

Warrants

Warrants issued by the Group are classified as equity instruments. The proceeds received, or the fair value of the warrants issued as part of a business combination or other equity financing, is recorded within additional paid-in capital upon issuance. Subsequent transactions, including the exercise or expiration of these warrants, are treated as reclassifications between equity accounts and do not result in the recognition of gain or loss in the consolidated statements of operations.

Impairmentof long-lived assets

The Company evaluates its long-lived assets, including right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC subtopic 360-10, Property, Plant and Equipment: Overall (“ASC 360-10”). When these events occur, the Group assesses the recoverability of the long-lived assets by comparing the carrying amount of the assets to future undiscounted net cash flow expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the assets. Impairment of long-lived assets were nil and nil as of March 31, 2025 and September 30, 2024, respectively.

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Subscriptionreceivable

As of March 31, 2025, subscriptions receivable represented the commitment from an investor to purchase capital stock of the Group. Since the shares had already been issued, and the amount was not yet received by the Group, this item was recorded as subscriptions receivable on the equity section of the Group’s balance sheet as of March 31, 2025.

SegmentReporting

In accordance with ASC 280, Segment Reporting, an operating segment is identified as a component of an enterprise of which separate financial information and operating results are available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The Company has one operating and reportable segment with one business activity – earning referral fee from brokers. The Company’s CODM is its Chief Executive Officer. The Company’s CODM reviews financial information presented on a consolidated basis. The CODM uses the consolidated income or loss from operations and net income (loss) to evaluate financial performance, make decisions and allocate resources. The CODM also reviews the functional expenses such as selling and marketing expenses, research and development expenses and general and administrative expenses at the consolidated level to manage the Company’s operations. The CODM does not use asset or liability information in assessing the Company’s operating segment.

RecentlyIssued Accounting Standards adopted by the Company

The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so. The Company adopted this guidance during the period ended March 31, 2025. The impact of the adoption of this guidance was not material to our financial position or results of operations, as the requirements impact only segment reporting disclosures in our notes to financial statements. See Segment Reporting above for further details.

RecentlyIssued Accounting Standards, not yet Adopted by the Company

The ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) issued in January 2025 clarified the effective date of ASU 2024-03 published on November 4, 2024. ASU 2024-03 expanded the disclosure of financial statements under ASC 220-40 and requires public business entities (“PBE”) to provide a disaggregated disclosure of certain expense captions into specified categories in disclosure within the footnote to the financial statements while it does not change the expense captions on the face of the income statement. In the footnote to the financial statements, PBEs are required to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A) recognized as part of oil and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. This ASU will be effective for PBEs for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is allowed. The Company is evaluating the impact of the adoption of this guidance in its consolidated financial statements.

The ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by (2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis. The adoption of ASU 2023-09 is not expected to materially impact the Company’s consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position.

Note 3CONCENTRATIONS

Credit risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment (including the payment of amounts arising from derivative contracts) in full when due, that the issuer or counterparty have entered into with the Company. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The bank accounts are not insured by Federal Deposit Insurance Corporation (“FDIC”) insurance or other insurance. As of March 31, 2025 and September 30, 2024, $4,031 and $293,804 were deposited in banks located in Hong Kong, respectively.

Concentration risk

Concentrationof customers

	For<br> the six months ended March 31,
Revenues	2025		%		2024		%
	(Unaudited)				(Unaudited)
Company A		*		*		250,000		50.24
Company B		*		*		209,974		42.19
Company<br> N		287		100.00		11,685		2.34
	$	287		100.00	$	459,974		92.43

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3CONCENTRATIONS (cont.)

Accounts receivable	As<br> of <br> March 31,<br> 2025			As<br> of September 30,<br> 2024
	(Unaudited)			(Unaudited)
Company H		4,009	31.18		4,155	31.95
Company I		8,849	68.82		8,849	68.05
	$	12,858	100.00	$	13,004	100.00
*	represents the % is below 10% which is not presented.
---	---

Note 4BUSINESS COMBINATION

On August 20, 2024, the Company entered into a definitive acquisition agreement, pursuant to which it would purchase all shares of SPW Global Inc. (“SPW”), a company incorporated under the laws of the British Virgin Islands, which in turn wholly owns Wealth AI PTE LTD. (“Wealth AI”). Wealth AI is a company based in Singapore that offers personalized, cost-effective wealth management solutions using artificial intelligence. The total purchase price is US$4,500,000, subject to customary closing purchase price adjustments, with US$3 million being paid in cash and the remaining US$1.5 million being settled in the form of 780,000 class A ordinary shares and 1,620,000 class B ordinary shares of PWI issuable to the seller and key employees of the Company. The transaction closed on November 4, 2024.

On November 5, 2024, the Company entered into a definitive acquisition agreement, pursuant to which the Company will purchase all shares of InnoSphere Tech Inc., a company incorporated under the laws of the British Virgin Islands. The total purchase price is US$2,100,000, subject to customary closing purchase price adjustments, in the form of 3,500,000 newly issued Class B Ordinary Shares at a price per Class B ordinary share of US$0.60 to the seller and key employees of InnoSphere Tech Inc. The Company also granted warrants to purchase 2,625,000 Class A Ordinary Shares of the Company at an exercise price per share equal to US$0.72 to the seller parties. The warrants will become exercisable on the six-month anniversary of the issuance date and will expire on the fifth anniversary from the date on which they become exercisable. The transaction closed on December 16, 2024.

On November 12, 2024, the Company entered into a definitive acquisition agreement pursuant to which PWM will purchase all shares of Tokyo Bay, a company incorporated under the laws of the British Virgin Islands. The total purchase price is US$1,500,000, subject to customary closing purchase price adjustments, in the form of 2,500,000 newly issued Class B Ordinary Shares of the Company at a price per Class B Ordinary Share of US$0.60 to the seller and key employees of Tokyo Bay. The Company will also grant warrants to purchase 1,875,000 Class A Ordinary Shares of the Company at an exercise price per share equal to US$0.72 to the seller parties. The warrants will become exercisable on the six-month anniversary of the issuance date and will expire on the fifth anniversary from the date on which they become exercisable. The acquisition of Tokyo Bay closed on December 16, 2024.

	**<br><br>Wealth AI**			**<br><br>Tokyo Bay**		InnoSphere<br> Tech		Total
Net liabilities acquired (including cash of $2,462, accrued liabilities of $43,068)	$	(40,606	)	$	—	$	—		(40,606	)
Intangible<br> assets^(1)^		512,460			—		—		512,460
Goodwill		4,657,664			4,055,000		4,961,500		13,674,164
Deferred<br> tax liabilities^(2)^		(87,118	)		—		—		(87,118	)
Total	$	5,042,400		$	4,055,000	$	4,961,500	$	14,058,900
Total<br> purchase price comprised of:
– cash<br> consideration	$	3,000,000		$	—	$	—	$	3,000,000
– share-based<br> consideration		2,042,400			2,085,000		2,943,500		7,070,900
– warrants<br> issued		—			1,970,000		2,018,000		3,988,000
Total	$	5,042,400		$	4,055,000	$	4,961,500	$	14,058,900

(1)	The intangible assets mainly arise from the recognition, on a fair value basis, website development of Wealth AI, with an expected useful life of 5 years. The fair values of the intangible assets are based on estimation of the Group with reference to the valuation carried out by an independent qualified professional valuer not connected with the Group.

(2)	The deferred tax liabilities relating to the fair value adjustments of intangible assets amounted to US$87,118, which is calculated at the Singapore Profits Tax rate of 17%.

The transaction resulted in a purchase price allocation of $13,674,164 to goodwill, representing the financial, strategic and operational value of the transaction to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value of the businesses and the synergies expected from the combined operations of the companies and the Group to leverage the transformative potential of artificial intelligence in wealth management business. The total amount of the goodwill acquired is not deductible for tax purposes.

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5ACCOUNTS RECEIVABLE

Accounts receivable consist of the following natures:

	As<br> of <br> March 31, <br> 2025			As<br> of <br> September 30, <br> 2024
	(Unaudited)
Referral fees	$	4,009		$	4,155
Management fees		8,849			8,849
Less:<br> allowance for uncollectible receivables		(88	)		(88	)
Total	$	12,770		$	12,916

The aging of accounts receivable before allowance for uncollectible receivables is as follows:

	0 – 90 days		90 – 180 days		180 days –<br><br> 1 year		1<br> year above		Total
Referral fees		4,155		—		—		—		4,155
Management fees		—		8,849		—		—		8,849
Balance as of 9/30/2024	$	4,155	$	8,849	$	—	$	—	$	13,004
Referral fees		—		—		4,009		—		4,009
Management fees		—		—		4,438		4,411		8,849
Balance as of 3/31/2025 (Unaudited)	$	—	$	—	$	8,447	$	4,411	$	12,858

The movement of allowance is as follows:

	As<br> of <br> March 31, <br> 2025		As<br> of <br> September 30, <br> 2024
	(Unaudited)
Balance at beginning<br> of the year	$	88	$	87,160
Current year reversal		—		(2,076	)
Written-off as uncollectible		—		(85,000	)
Changes<br> due to foreign exchange		—		4
Balance<br> at end of the year	$	88	$	88

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts, and existing economic conditions.

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consist of the following items:

	As<br> of <br> March 31, <br> 2025			As<br> of <br> September 30, <br> 2024
	(Unaudited)
Fund advance payment^(1)^	$	445,824		$	445,846
Deposit for long term investment^(2)^		3,000,000			2,750,000
Prepaid deposit for acquisition^(3)^		1,542,020			3,543,210
Rental deposit		—			70,239
Prepayment		278,504			620,200
Amount due from Prestige Financial<br> Holdings Group Limited (“PFHL”)^(4)^		1,697,836			—
Others		39,862			37,650
Less:<br>allowance for uncollectible receivables		(3,813,749	)		(2,118,509	)
Total	$	3,190,297		$	5,348,636
Prepaid deposit for acquisition		—			1,999,400
Prepaid expenses and other<br> assets		309,216			718,155
Deposit<br> for long term investments		2,881,081			2,631,081
Total	$	3,190,297		$	5,348,636
(1)	The balance as of September 30, 2024 mainly comprised of legal fees and the management fees, which were paid on behalf of the funds. During the year ended September 30, 2024, the Group considered that several funds were closed and the collectability of these amount was low due to the current market situation, the Group provided full allowance for the credit losses accordingly. As of March 31, 2025 and September 30, 2024, were $445,824 and $445,846, respectively.
---	---
(2)	The balance as of March 31, 2025 and September 30, 2024 mainly comprised of a deposit payment of US$3 million cash to the acquisition target investee from September 2024.
---	---
(3)	The balance as of September 30, 2024 mainly due to in May 2019, the Group made a payment of HK$16 million to a potential acquisition target investee as investment. After the payment, during the due diligence and negotiation process the Group noted that the potential transaction did not meet its initial expectation. As such, the Group decided to cancel this potential transaction. The Group and the target investee have entered into an agreement and will charge an annual interest rate of 6.5% for the HK$16 million ($2,040,296) starting from 1st of October 2019. The Group had received HK$4 million ($516,029) of principal and the related interests incurred from the target in March, 2020. As of March 31, 2025 and September 30, 2024, the Group has booked full allowance of prepaid deposit for acquisition of HK$12 million ($1,542,020 and $1,543,210, respectively). Over a period of more than three years, the Group actively pursued collection, including taking legal action. Upon consultation with its litigation counsel, the Group had sent formal “Letters before Action” several times to press for payment, with no result to date. The Group is preparing to initiate arbitration proceedings in an attempt to collect the prepaid balance. Because the Group has not officially started the proceedings after the “Letters before Action”, the Group still reserves available legal means of collection. The Group will consider writing off any balance if the probability of recovering the prepaid deposit for acquisition is low based on the progress of the potential arbitration proceedings and after discussions with its litigation counsel in the future.
---	---
(4)	The balances as of March 31, 2025 mainly represented the balances due from PFHGL, a former related party, for its operation purpose, which were due upon request. On December 7, 2024, the Group received a letter and was informed that PFHGL was in liquidation by an Order made by the Eastern Caribbean Supreme Court in the British Virgin Islands since December 2, 2024. As of the date of this report, the Group was still in the process of collection. During the year ended September 30, 2024, the Group provided a full allowance for credit losses, as the credit risk was perceived as remote. As of March 31, 2025, the allowance for credit losses were $1,697,836. PFHGL is no longer a related party since December 2024.
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Note 7OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following items:

	As<br> of <br> March 31, <br> 2025		As<br> of <br> September 30, <br> 2024
	(Unaudited)
Service<br> fee payable	$	346,204	$	198,815
Accrued<br> payroll		233,593		39,653
Mandatory<br> provident fund payable		1,157		386
Dividend<br> payable		5,187		5,187
Deposits<br> from private placement^(1)^		—		2,750,000
Consideration<br> payable^(2)^		1,000,000		—
Others		518,142		229
Total	$	2,104,283	$	2,994,269
(1)	The balance as of September 30, 2024 mainly comprised of a deposit received of US$2.75 million cash from the investors. On September 9, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors for a private placement offering
---	---
(2)	On November 4, 2024, the Company completed its acquisition of all shares of SPW Global Inc., a company incorporated under the laws of the British Virgin Islands, which in turn wholly owns Wealth AI PTE LTD. (‘Wealth AI’), a company incorporated under the laws of Republic of Singapore. On August 20, 2024, the Company entered into a definitive acquisition agreement, pursuant to which it would purchase all shares of SPW Global Inc., which in turn wholly owns Wealth AI. The total purchase price is US$4,500,000, subject to customary closing purchase price adjustments, with US$3 million being paid in cash and the remaining US$1.5 million being settled in the form of 780,000 Class A Ordinary Shares and 1,620,000 Class B Ordinary Shares issuable to the seller and key employees of Wealth AI. As of March 31, 2025, US$1.0 million consideration had not been paid to the seller. And the balance had been paid in full in August 2025.
---	---

Note8 WARRANT DERIVATIVE

On June 24, 2024, the Company entered into a Business Development & Marketing Consulting Agreement with unrelated investor to provide certain services to the Group in connection with business development, market expansion, sales channel establishment, marketing strategies, and product planning in Japan. Under the Consulting Agreement, the Company agreed to pay $850,000 for the services in the form of 1,416,667 at a price of $0.60 of the Company’s ordinary shares and warrants to purchase up to an initial 708,333 of the Company’s ordinary shares with an initial exercise price of $0.72 per share. On January 2, 2025, the warrants were fully exercised in cashless basis at market value of $1.45 per share. The Company newly issued 356,609 class A ordinary shares for the cashless exercise.

On July 1, 2024, the Company entered into a Software Technology Service Contract with unrelated investor to provide complete system customization, development, testing, delivery, and operation and maintenance services to the Company. Under the Service Agreement, the Company agreed to pay $900,000 for the services in the form of 1,500,000 at a price of $0.60 of the Company’s ordinary shares and warrants to purchase up to an initial 750,000 of the Company’s ordinary shares with an initial exercise price of $0.72 per share. On January 2, 2025, the warrants were fully exercised in cashless basis at market value of $1.45 per share. The Company newly issued 377,586 class A ordinary shares for the cashless exercise.

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WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note8 WARRANT DERIVATIVE (cont.)

On September 9, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors for a private placement offering (“Private Placement”), pursuant to which the Company received gross proceeds of approximately $3,000,000, before deducting any offering expenses, in consideration of (i) 5,454,545 Class A Ordinary Shares; (ii) Series A ordinary warrants to purchase up to 4,090,909 Class A Ordinary Shares with an initial exercise price of $0.605 per share. (“Series A Warrants”), and (iii) Series B ordinary warrants to purchase up to 4,090,909 Class A Ordinary Shares with an initial exercise price of $0.715 per share. (“Series B Warrants”). The Private Placement closed on October 14, 2024. On January 18, 2025, Series A and Series B warrants were fully exercised in cashless basis at market value of $1.69 per share respectively. The Company newly issued 2,626,412 and 2,360,140 class A ordinary shares for the cashless exercise of Series A and Series B warrants respectively.

On November 5, 2024, the Company entered into a definitive acquisition agreement, pursuant to which the Company will purchase all shares of InnoSphere Tech Inc., a company incorporated under the laws of the British Virgin Islands. The total purchase price is US$2,100,000 in the form of 3,500,000 newly issued Class B Ordinary Shares at a price per Class B ordinary share of US$0.60. The Company also granted warrants to purchase 2,625,000 Class A Ordinary Shares of the Company at an exercise price per share equal to US$0.72. The transaction closed on December 16, 2024. No warrants were exercise relating to this transaction by the release date of the financial statements.

**** On November 12, 2024, the Company entered into a definitive acquisition agreement pursuant to which PWM will purchase all shares of Tokyo Bay Management Inc. (“Tokyo Bay”), a company incorporated under the laws of the British Virgin Islands. The total purchase price is US$1,500,000 in the form of 2,500,000 newly issued Class B Ordinary Shares of the Company at a price per Class B Ordinary Share of US$0.60. The Company also granted warrants to purchase 1,875,000 Class A Ordinary Shares of the Company at an exercise price per share equal to US$0.72. The transaction also closed on December 16, 2024. No warrants were exercise relating to this transaction by the release date of the financial statements.

As of March 31, 2025 and September 30, 2024, there were 4,500,000 and 1,458,333 warrants were outstanding respectively.

Following is a summary of the warrant activity for the six months ended March 31, 2025, and for the years ended September 30, 2024 and 2023:

						Weighted

| | Number of Warrants | | | Exercise Price | | Term in Years | | | Outstanding at September 30, 2023 | | — | | $ | — | | — |

| Granted | | 1,458,333 | | | 0.72 | | 5.38 |

| Exercised | | — | | | — | | — |

| Surrendered | | — | | | — | | — |

| Expired | | — | | | — | | — |

| Outstanding at September 30, 2024 | | 1,458,333 | | | 0.72 | | 5.38 |

| Granted | | 12,681,818 | | | 0.68 | | 5.14 |

| Exercised | | (9,640,151 | ) | | 1.65 | | — |

| Surrendered | | — | | | — | | — |

| Expired | | — | | | — | | — |

| Outstanding at March 31, 2025 | | 4,500,000 | | | 0.72 | | 5.14 |

The fair value of the warrants was calculated using the Binomial Model with the following assumptions as follows:

			Nov<br> 5,			Nov<br> 12,
Warrants			2024			2024
Market<br> price per share (/share)	0.77		$	0.84		$	1.13
Exercise<br> price (/share)	0.61-0.72			0.72			0.72
Risk<br> free rate	3.89	%		4.17	%		4.33	%
Dividend<br> yield	—	%		—			—
Expected<br> term/Contractual life (years)	5.25			5.50			5.50

All values are in US Dollars.

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Note 9TAXATION

The Company and its subsidiaries file tax returns separately.

1) Income tax

The Company is a Cayman Islands exempted company and currently conducts operations primarily through subsidiaries that are incorporated in the Cayman Islands, the British Virgin Islands and Hong Kong.

The Cayman Islands

The Company and PGAM are incorporated in the Cayman Islands and the Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty.

Pursuant to the Tax Concessions Act of the Cayman Islands, the Company has obtained an undertaking: (a) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciation shall apply to the Company or its operations; and (b) that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on the shares, debentures or other obligations of the Company.

The undertaking for the Company is for a period of twenty years from November 2, 2018.

There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.

The Cayman Islands are a party to a double tax treaty entered into with the United Kingdom in 2010 but are otherwise not a party to any other double tax treaties.

British Virgin Islands

PPWM and PAI are subsidiaries of the Company incorporated in the British Virgin Islands. There is no income or other tax in the British Virgin Islands imposed by withholding or otherwise on any payment to be made to or by the subsidiary incorporated in the British Virgin Islands.

California

PWAI incorporated in California, the California currently levy 8.84% business taxes on corporations based upon taxable income and the U.S. currently levy 21% federal corporate taxes on corporations based upon net taxable income. The Company’s subsidiary, PWAI, in California did not have assessable income that were derived in California for the six months ended March 31, 2025. Therefore, no California tax has been provided for the six months ended March 31, 2025.

Singapore

Wealth AI is subsidiary of the Company incorporated in Singapore. There is no income or other tax in the Singapore imposed by withholding or otherwise on any payment to be made to or by the subsidiary incorporated in the Singapore.

Hong Kong

In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000. The Company subsidiaries registered in Hong Kong are now subject to the new assessments in Hong Kong beginning in its fiscal year 2019. If, at the end of the basis period of the entity for the relevant year of assessment, the entity has one or more connected entities, the two-tiered profits tax rates would only apply to the one which is nominated to be chargeable at the two-tiered rates. The others would not qualify for the two-tiered profits tax rates and will continue to be subject to the rate of 16.5%. The Company’s subsidiary, PWM, in Hong Kong did not have assessable profits that were derived in Hong Kong for the six months ended March 31, 2025 and 2024. Therefore, no Hong Kong profit tax has been provided for the six months ended March 31, 2025 and 2024. PPWM, the Company’s BVI subsidiary, is doing business in Hong Kong and derives its income primarily in the region.

F-21

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9TAXATION (cont.)

PPWM is subject to Hong Kong profit tax with statutory tax rate of 16.5% according to the relevant tax laws and regulations of Hong Kong. PAM, the Company’s Hong Kong subsidiary, is doing business in Hong Kong and derives its income primarily in the region. PAM is subject to Hong Kong profit tax and has elected the two-tiered profits tax rates from the year of 2018/2019 onwards.

The components of the income taxes provision are:

	For<br> six months ended <br> March 31,
	2025			2024
	(Unaudited)			(Unaudited)
Current	$	—		$	7,184
Deferred		(46,948	)		6,825
Total<br> income taxes (benefits) provision	$	(46,948	)	$	14,009

Significant components of deferred tax assets were as follows:

	As<br> of <br> March 31, <br> 2025		As<br> of <br> September 30, <br> 2024
	(Unaudited)
Deferred<br> tax assets	$	—	$	—
Current period addition^(1)^		—		5,620
Current period reversal^(1)^		—		—
Exchange<br> rate effect		—		—
Gross deferred<br> tax assets	$	—	$	5,620
Less: valuation allowance		—		(5,620	)
Total<br> deferred tax assets		—		—
(1)	The Group had a net taxable loss of HK$532,308 (US$68,124) arising from the PAM’s operation as of September 30, 2024, which was available to reduce future taxable income, and all of these losses can be carried forward indefinitely. The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives. On the basis of this evaluation, the Group recognized a valuation allowance against deferred tax assets on tax loss carry-forwards of $5,620 for the years ended September 30, 2024
---	---

Significant components of deferred tax liabilities were as follows:

	As<br> of <br> March 31, <br> 2025			As<br> of September 30, <br> 2024
	(Unaudited)
Deferred tax liabilities^(1)^	$	11,390		$	14,415
Current period addition^(1^		87,118			—
Current period reversal^(2)^		(80	)		(3,112	)
Exchange<br> rate effect		(9	)		87
Deferred<br> tax liabilities, net	$	98,419		$	11,390
(1)	As an impact of Topic 606, the Company recognized revenues from renewal premiums when performance obligation delivered by increasing the opening balance of retained earnings and recording a deferred tax liability of $11,390 at the beginning of 2024. The deferred tax liabilities resulted from a temporary difference between the accounting income before income taxes and taxable income.
---	---
(2)	The reversal of deferred tax liabilities was as the receivables were billable due to the renewal of insurance of HK$624 and HK$24,313 respectively as of March 31, 2025 and September 30, 2024.
---	---

F-22

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9TAXATION (cont.)

Income before income taxes is attributable to the following tax jurisdictions:

	For<br> six months ended <br> March 31,
	2025			2024
	(Unaudited)			(Unaudited)
Hong Kong	$	(354,493	)	$	152,540
Cayman		(3,316,373	)		(641,960	)
Singapore		(11,170	)		—
Loss<br> before income taxes	$	(3,682,036	)	$	(489,420	)

Reconciliation between the Hong Kong statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:


			2024
			(Unaudited)
Loss before income<br> taxes expenses	(3,682,036	)	$	(489,420	)
Income<br> tax statutory rate	16.5	%		16.5	%
Income tax (benefit) expense<br> at statutory tax rate	(607,534	)		(80,754	)
Reconciling<br> items:
Effect of tax-exempt for subsidiaries<br> incorporated in Cayman Islands and Singapore	549,045			105,924
Effect of valuation allowance<br> on deferred tax assets	—			6,825
Effect of different tax rates for the first HK2 million(1)	9,599			(6,913	)
Effect<br> of non-deductible item	1,942			(11,073	)
Income<br> taxes (benefit) expense	(46,948	)		14,009
Effective income tax rate	1.28	%		2.86	%

All values are in US Dollars.

(1)

From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2.0 million (approximately $0.26 million), and 16.5% on any part of assessable profits over HK$2.0 million (approximately $0.26 million). If, at the end of the basis period of the entity for the relevant year of assessment, the entity has one or more connected entities, the two-tiered profits tax rates would only apply to the one which is nominated to be chargeable at the two-tiered rates. The others would not qualify for the two-tiered profits tax rates and will continue to be subject to the rate of 16.5%.

F-23

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10RELATED PARTIES BALANCES AND TRANSACTIONS

The following is a list of related parties which the Company has transactions with:

(a)	Mr. Chi Tak Sze, the controlling shareholder and one of the directors of the Group as of September 30, 2024. Mr. Chi Tak Sze resigned his position of director of the Company on February 21, 2025. As of the date of this report, Mr. Chi Tak Sze is no longer the controlling shareholder.
(b)	Prestige<br> Financial Holdings Group Limited, a holding company controlled by Mr. Chi Tak Sze as of September<br> 30, 2024. Prestige Financial Holdings Group Limited had been undergoing a court winding up<br> process since December 2, 2024, and is no longer controlled by Mr. Chi Tak Sze.
---	---
(c)	Prestige<br> Securities Limited, an entity under the control of Prestige Financial Holdings Group Limited
---	---
(d)	Mr.<br> Hongtao Shi resigned his position of Chief Executive Officer and Chairperson of the Board<br> of the Company on December 19, 2024 and January 6, 2025 respectively.
---	---
(e)	Mr.<br> Ngat Wong resigned his position of Chief Financial Officer and Chief Operational Officer<br> of the Company on February 27, 2025 and April 10, 2025 respectively.
---	---

Amountsdue from related parties

The balances of amount due from related parties were as followings:

	As<br> of <br> March 31, <br> 2025		As<br> of September 30, <br> 2024
	(Unaudited)
Prestige Financial<br> Holdings Group Limited (“PFHL”)^(1)^		—		1,686,600
Prestige Securities Limited<br> (“PSL”) ^(2)^		—		15,432
Less: Provision of current<br> expected credit losses		—		(1,702,032	)
Total	$	—	$	—

F-24

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10RELATED PARTIES BALANCES AND TRANSACTIONS (cont.)

The balances of amount due to related parties were as followings:

	As<br> of <br> March 31, <br> 2025		As<br> of <br> September 30, <br> 2024
	(Unaudited)
Hongtao Shi ^(3)^		—		65,001
Ngat<br> Wong ^(4)^		—		20,600
Total	$	—	$	85,601
(1)	The balances as of September 30, 2024 mainly represented the balances due from PFHGL, a former related party, for its operation purpose, which were due upon request. On December 7, 2024, the Group received a letter and was informed that PFHGL was in liquidation by an Order made by the Eastern Caribbean Supreme Court in the British Virgin Islands since December 2, 2024. As of the date of this report, the Group was still in the process of collection. During the year ended September 30, 2024, the Group provided a full allowance for credit losses, as the credit risk was perceived as remote. As of September 30, 2024, the allowance for credit losses were $1,686,600. PFHGL is no longer a related party since December 2024.
---	---
(2)	The balance as of September 30, 2024 mainly represented the rental fee from Prestige Securities Limited. Prestige Securities Limited is an entity wholly owned by PFHGL. The Group leases the office premises to Prestige Securities Limited under non-cancelable operating leases with an expiration date on June 30, 2025. The monthly rental expense is HK$ 10,000. As of September 30, 2024, the Group provided full allowance for the credit losses accordingly considering the status of PFHGL. As of September 30, 2024, the allowance for credit losses were $15,432. Prestige Securities Limited is no longer a related party since December 2024.
---	---
(3)	The balance as of September 30, 2024 mainly represented the expense paid on behalf from Hongtao Shi for Group’s operation. Mr. Hongtao Shi resigned his position of Chief Executive Officer and Chairperson of the Board of the Company on December 19, 2024 and January 6, 2025 respectively.
---	---
(4)	The balance as of September 30, 2024 mainly represented the expense paid on behalf from Ngat Wong for Group’s operation. Mr. Ngat Wong resigned his position of Chief Financial Officer and Chief Operational Officer of the Company on February 27, 2025 and April 10, 2025 respectively.
---	---

Relatedparty transactions

Following is the related party transactions for the six months ended March 31, 2025 and 2024:

	For<br> six months ended <br> March 31,
	2025		2024
	(Unaudited)		(Unaudited)
Rental income<br> incurred by renting to Prestige Securities Limited	$	—	$	(7,673	)

F-25

PRESTIGE

WEALTH INC. NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11SEGMENT REPORTING

The Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and accessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s assets are substantially all located in Hong Kong and substantially all of the Company’s revenue and expense are derived from Hong Kong. Therefore, no geographical segments are presented.

Note 12SUBSEQUENT EVENT

On April 23, 2025, 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.

On April 25, 2025, the Company entered into a Project Outsourcing Agreement (the “Agreement”) with (i) InnoSphere Tech Inc. (“InnoSphere Tech”), a wholly-owned subsidiary of the Company, and (ii) certain service providers (“Party B”). Pursuant to the Agreement, Party B will provide services for the construction of MGAI Privatization Large Model System to InnoSphere Tech. In consideration of the services, the Company will issue to Party B (or its designees) 10,000,000 newly issued restricted shares (the “Shares”) of the Company’s Class A ordinary shares of par value US$0.000625 each at a price of US$0.265 per Share.

On June 25, 2025, the Company entered into a definitive share purchase agreement pursuant to which the Company agreed to sell all of the issued and outstanding shares of Prestige Assets International Inc. (“PAII”), a wholly owned subsidiary incorporated in the British Virgin Islands, and three subsidiaries of PAII, namely Prestige Asset Management Limited, Prestige Global Asset Management Limited and Prestige Global Capital Inc., operating asset management business, to a third party. The transaction closed on the same day.

Other than the subsequent event described above, the Company has not identified any events with a material financial impact on the Company’s condensed consolidated financial statements.

F-26

Exhibit 99.2

Prestige Wealth Inc. Announces First Half ofFiscal Year 2025 Financial Results

Hong Kong, September 19, 2025 /GlobeNewswire/ -- Prestige Wealth Inc. (Nasdaq: PWM) (the “Company” or “Prestige Wealth”), a wealth management and asset management services provider based in Hong Kong, today announced its unaudited financial results for the six months ended March 31, 2025.

Mr. Kazuho Komoda, the Company’s Chief Executive Officer, commented, “Reflecting upon the first half of fiscal year 2025, we completed the acquisitions of Wealth AI PTE LTD. (“Wealth AI”), InnoSphere Tech Inc. (“InnoSphere Tech”) and Tokyo Bay Management Inc. (“Tokyo Bay”). Wealth AI is a company based in Singapore that offers personalized, cost-effective wealth management solutions using artificial intelligence. Founded by AI experts from top technology companies, Wealth AI is dedicated to the transformative potential of artificial intelligence in wealth management. InnoSphere Tech is a technology company that leverages its advantages in web scraping technology to collect data on finance, wealth management, and related industries according to international standards. Through the accumulation and processing of large amounts of data, its system can train a specialized large model tailored for the wealth management industry, providing robust foundational support to clients in the financial sector that surpasses traditional general-purpose large models. Tokyo Bay is a company based in Tokyo, Japan, providing wealth management services, family affairs services, lifestyle management services and related value-added services to high-net-worth clients in Asia. We intend to leverage on our strategic layouts in technology driven innovation in the wealth management industry and to achieve further growth of our business.”

Mr. Komoda continued, “Benefited from our efforts and status of listed company, we have access to better business resources and financing capabilities. In fiscal year 2025, contributed by our advanced technology in wealth management area, we completed additional post IPO financing. This presents us with great opportunities, and we want to assure our clients and shareholders that we are good position of development. We will continue to create value for all shareholders.”

First Half of Fiscal Year 2025 Financial Results

	For the Six Months Ended March 31,
	2025		2024		Change		Change
							%
	(Unaudited)		(Unaudited)
Selected Unaudited Interim Condensed Consolidated Statements of Income Data:
Net revenues						)		(99.94	)
Operation cost and expenses		)		)		)		236.11
Loss from operations		)		)		)		511.17
Other income						)		(71.45	)
Loss before income taxes		)		)		)		652.33
Income taxes benefits (expenses)				)				(435.13	)
Net loss		)		)		)		622.07
Loss per ordinary share – basic and diluted		)		)		)		130.91

All values are in US Dollars.

Net Revenues

Net revenues were $287 in the six months ended March 31, 2025, compared to $497,629 in the six months ended March 31, 2024. The decrease was primarily due to decrease in net revenue from asset management services.

●	Net<br>revenue from wealth management services was $287 in the six months ended March 31, 2025, compared to $11,685 in the six months ended<br>March 31, 2024. The decrease was primarily due to the decreased number of cases of referrals.
●	Net revenue from asset management services<br> was $nil in the six months ended March 31, 2025, decreased from $485,944 in the six months ended March 31, 2024. The decrease was<br> due to the fact that the Company ceased its asset management related business since August 2024 to focus on its technology driven<br> innovation in wealth management business.
---	---

Operating Costs and Expenses

Operating costs and expenses are primarily comprised of selling, general and administrative expenses. Selling, general and administrative expenses were $3,716,180 in the six months ended March 31, 2025, compared to $1,105,629 in the six months ended March 31, 2024. The increase in selling, general and administrative expenses was mainly due to the increase in share-based compensation for employees.

Loss from operations

Loss from operations was $3,715,893 in the six months ended March 31, 2025, compared to a loss from operations of $608,000 in the six months ended March 31, 2024.

Income Tax Benefits (Expenses)

Income tax benefits were $46,948 in the six months ended March 31, 2025, compared to an income tax expenses of $14,009 in the six months ended March 31, 2024.

Net Loss

Net loss was $3,635,088 in the six months ended March 31, 2025, compared to the net loss of $503,429 in the six months ended March 31, 2024.

Basic and Diluted loss per Share

Basic and diluted loss per share was $0.127 in the six months ended March 31, 2025, compared to basic and diluted loss per share $0.055 in the six months ended March 31, 2024.

Balance Sheet

As of March 31, 2025, the Company had cash and cash equivalents of $6,661, compared to $13,190 as of September 30, 2024.

Cash Flow

Net cash used in operating activities was $82,884 in the six months ended March 31, 2025, compared to net cash used in operating activities of $2,995,580 in the six months ended March 31, 2024, mainly due to decrease in prepayment.

Net cash used in investing activities was $179,132 in the six months ended March 31, 2025, compared to net cash provided by investing activities of $2,862,641 in the six months ended March 31, 2024, due to decease in loan and interest repayment from a third party.

Net cash provided in financing activities was $250,000 in the six months ended March 31, 2025, compared to net cash provided in investing activities of $nil in the six months ended March 31, 2024, due to increase in proceeds from private placement.

Recent Accounting Pronouncements

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2024, with early adoption permitted. The Group adopted this guidance during the period ended March 31, 2025. The impact of the adoption of this guidance was not material to our financial position or results of operations, as the requirements impact only segment reporting disclosures in our notes to financial statements. See Segment Reporting above for further details.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) clarified the effective date of ASU 2024-03 published on November 4, 2024. ASU 2024-03 expanded the disclosure of financial statements under ASC 220-40 and requires public business entities (“PBE”) to provide a disaggregated disclosure of certain expense captions into specified categories in disclosure within the footnote to the financial statements while it does not change the expense captions on the face of the income statement. In the footnote to the financial statements, PBEs are required to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A) recognized as part of oil and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. This ASU will be effective for PBEs for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is allowed. The Company is evaluating the impact of the adoption of this guidance in its consolidated financial statements.

Recent Developments

About Prestige Wealth Inc.

Prestige Wealth Inc. is a wealth management related services provider based in Hong Kong, assisting its clients in identifying and purchasing well-matched wealth management products and technology driven innovation in wealth management business. With a focus on quality service, the Company has retained a loyal customer base consisting of high-net-worth and ultra-high-net-worth clients and wealth management related enterprise clients in Asia. Through the Company’s wealth management service, it introduces clients to customized wealth management products and solutions, and provides them with tailored value-added services. The Company provided asset management services via investment funds that it manages and also provides discretionary account management services and asset management-related advisory services to clients. For more information, please visit the Company’s website: https://ir.prestigewm.hk.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For more information, please contact:

Prestige Wealth Inc.

Investor Relations Department

Email: ir@pwmweb.com

PRESTIGE WEALTH INC.CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, <br> 2025			September 30, <br> 2024
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	6,661		$	13,190
Accounts receivable		12,770			12,916
Contract asset		—			483
Note Receivables		682,831			753,699
Amounts due from related parties		—			—
Right-of-use assets, current		—			158,458
Income tax receivable		71,994			40,221
Prepaid deposit for acquisition		—			1,999,400
Prepaid expenses and other assets		309,216			718,155
Total current assets		1,083,472			3,696,522
NON-CURRENT ASSETS
Right-of-use asset, non-current	$	—		$	—
Deposit for long term investment		2,881,081			2,631,081
Intangible assets		512,460			—
Goodwill		13,674,164			—
Total non-current assets	$	17,067,705		$	2,631,081
Total assets	$	18,151,177		$	6,327,603
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Income tax payable	$	—		$	15,057
Lease liability, current		—			180,517
Amounts due to related parties		—			85,601
Deferred tax liabilities		98,419			11,390
Deposits from private placement		—			2,750,000
Other payables and accrued liabilities		2,104,283			244,270
Total current liabilities	$	2,202,702		$	3,286,835
Total liabilities	$	2,202,702		$	3,286,835
Shareholders’ equity
Ordinary share ($0.000625 par value, 160,000,000 shares authorized, 46,303,070 shares issued and outstanding as of March 31, 2025 and 14,466,667 shares issued and outstanding as of September 30, 2024)*	$	28,940		$	9,042
Additional paid in capital		26,169,691			6,314,516
Subscription receivable		(3,334,722	)		—
Accumulated deficit		(6,868,924	)		(3,233,836	)
Accumulated other comprehensive loss		(46,510	)		(48,954	)
Total shareholders’ equity	$	15,948,475		$	3,040,768
Total liabilities and shareholders’ equity	$	18,151,177		$	6,327,603
*	The<br>shares are presented on a retroactive basis to reflect the Company’s share subdivision on July 15, 2022.
---	---

PRESTIGE WEALTH INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For the six months ended <br> March 31,
	2025			2024
	(Unaudited)			(Unaudited)
Net revenue
Wealth management services
Referral fees	$	287		$	11,685
Asset management services
Advisory service fees		—			459,974
Management fees		—			25,970
Subtotal		—			485,944
Total net revenue		287			497,629
Gross Margin		287			497,629
Operation cost and expenses
Selling, general and administrative expenses		3,716,180			1,105,629
Total operation cost and expenses		3,716,180			1,105,629
Loss from operations		(3,715,893	)		(608,000	)
Other income		33,857			118,580
Loss before income taxes		(3,682,036	)		(489,420	)
Income taxes benefits (expenses)		46,948			(14,009	)
Net loss	$	(3,635,088	)	$	(503,429	)
Other comprehensive income
Foreign currency translation adjustment		2,444			681
Total comprehensive income	$	(3,632,644	)	$	(502,748	)
Loss per ordinary share
Basic and diluted	$	(0.127	)	$	(0.055	)
Weighted average number of ordinary shares outstanding*
Basic and diluted		28,684,671			9,150,000

Exhibit99.3

Indexto Financial Statements

	Page
WEALTH AI PTE. LTD. Financial Statements
Report of Independent Registered Public Accounting<br> Firm (Summit Group CPAs, P.C., PCAOB ID Number: 5910)	F-2
Balance Sheets as of September 30, 2024 and 2023	F-3
Statements of Comprehensive Loss for the years<br> ended September 30, 2024, and 2023	F-4
Statements of Changes in Shareholders’ Deficit<br> for the years ended September 30, 2024 and 2023	F-5
Statements of Cash Flows for the years ended September<br> 30, 2024 and 2023	F-6
Notes to Financial Statements	F-7
WEALTH AI PTE. LTD. Unaudited Interim Financial Statements
Balance Sheets as of March 31, 2025 and September 30,<br> 2024	F-12
Statements of Comprehensive Loss for the six months<br> ended March 31, 2025 and 2024	F-13
Statements of Changes in Shareholders’ Deficit<br> for the six months ended March 31, 2025 and 2024	F-14
Statements of Cash Flows for the six months ended<br> March 31, 2025 and 2024	F-15
Notes to Unaudited Interim Financial Statements	F-16

F-1

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Wealth AI Pte. Ltd.

Opinionon the Financial Statements

We have audited the accompanying balance sheets of Wealth AI Pte. Ltd. (a Singapore corporation, referred as the “Company”) as of September 30, 2024 and 2023, the related statements of comprehensive (loss) income, statements of shareholders’ deficits, and statements of cash flows, for each of the two years then ended September 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and cash flows, for each of the two years then ended September 30, 2024, in conformity with generally accepted accounting principles in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Group will continue as a going concern. As discussed in Note 1 of the consolidated financial statements, the Group has incurred operating losses, and negative cash flows from operating activities. These conditions raise substantial doubt about its ability to continue as a going concern. The management’s plan regarding these matters is also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

The critical audit matters are the matters, arising from the current audits of the financial statements, which were communicated or required to be communicated to the audit committee, and that (i) related to accounts or disclosures which are material to the financial statements, and (ii) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Summit Group CPAs, P.C. (Formerly known as “Yu Certified Public Accountant, P.C.”)

(PCAOB ID: 5910)

We have served as the Company’s auditor since 2024.

New York, New York

September 19, 2025

F-2

WEALTHAI PTE. LTD.BALANCE SHEETSAs of September 30, 2024 and 2023

(Statedin U.S. Dollars except share and per share data)

			September 30,<br> <br> 2023
CURRENT ASSETS
Cash<br> and cash equivalents	2,589		$	14,292
Total<br> current assets	2,589			14,292
Total<br> assets	2,589		$	14,292
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
Current<br> Liabilities
Amount<br> due to a former director	1,685			8,904
Other<br> payables and accrued liabilities	40,938			21,913
Total<br> current liabilities	42,623		$	30,817
Total<br> liabilities	42,623		$	30,817
Shareholders’<br> deficit
Ordinary<br> shares: US0.72 par value, 20,000 authorized, issued and outstanding shares	14,406			14,406
Accumulated<br> deficit	(53,083	)		(31,540	)
Accumulated<br> other comprehensive (loss) gain	(1,357	)		609
Total<br> shareholders’ equity	(40,034	)	$	(16,525	)
Total<br> liabilities and shareholders’ deficit	2,589		$	14,292

All values are in US Dollars.

Seenotes to the financial statements

F-3

WEALTHAI PTE. LTD.STATEMENTS OF COMPREHENSIVE LOSS

Forthe years ended September 30, 2024 and 2023

(Statedin U.S. Dollars except share and per share data)

	2024			2023
Revenue	$	—			—
Cost of revenue		—			—
Gross profit		—			—
Operation<br> cost and expenses
Director’s<br> fee		—			8,892
Selling,<br> general and administrative expenses		21,124			22,408
Total<br> operation cost and expenses		21,124			31,300
Loss<br> from operations		21,124			31,300
Other<br> expense		(419	)		—
Losses<br> before income taxes benefit		(21,543	)		(31,300	)
Net<br> losses	$	(21,543	)	$	(31,300	)
Other comprehensive<br> losses
Foreign<br> currency translation adjustment		(1,966	)		1,070
Total<br> comprehensive losses	$	(23,509	)	$	(30,230	)

Seenotes to the financial statements

F-4

WEALTHAI PTE. LTD.STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Forthe years ended September 30, 2024 and 2023

(Statedin U.S. Dollars except share data)

	Ordinary<br> Shares							Accumulated<br><br> other
	No.<br> of<br> Shares		Amount		Accumulated<br><br> deficit			comprehensive<br><br> income (loss)			Total
October<br> 1, 2022		20,000	$	14,406	$	(240	)	$	(461	)	$	13,705
Net<br> loss		—		—		(31,300	)		—			(31,300	)
Foreign<br> currency translation adjustment		—		—		—			1,070			1,070
Balance,<br> September 30, 2023		20,000	$	14,406	$	(31,540	)	$	609		$	(16,525	)
Net<br> loss		—		—		(21,543	)		—			(21,543	)
Foreign<br> currency translation adjustment		—		—		—			(1,966	)		(1,966	)
Balance,<br> September 30, 2024		20,000	$	14,406	$	(53,083	)	$	(1,357	)	$	(40,034	)

Seenotes to the financial statements

F-5

WEALTHAI PTE. LTD.STATEMENTS OF CASH FLOWS

Forthe years ended September 30, 2024 and 2023

(Statedin U.S. Dollars)

	For<br> the years ended <br> September 30
	2024			2023
Cash flows from operating<br> activities
Net<br> loss	$	(21,543	)	$	(31,300	)
Changes<br> in assets and liabilities:
Other<br> payables and accrued liabilities		16,911			22,182
Net<br> cash used in operating activities		(4,632	)		(9,118	)
Cash<br> flows from financing activities:
(Decrease)/increase<br> in amount due to a former director		(7,470	)		8,681
Net<br> cash (used in)/provided by financing activities		(7,470	)		8,681
Effect<br> of exchange rate changes on cash and cash equivalents		399			711
Net<br> change in cash and cash equivalents		(11,703	)		274
Cash<br> and cash equivalents, beginning of the year		14,292			14,018
Cash<br> and cash equivalents, end of the year	$	2,589		$	14,292
SUPPLEMENTAL<br> DISCLOSURE OF CASH FLOW INFORMATION
Cash<br> paid for income taxes	$	—		$	—

Seenotes to the financial statements

F-6

WEALTHAI PTE. LTD.

NOTESTO FINANCIAL STATEMENTS

Forthe years ended September 30, 2024 and 2023

Note 1  Description of Business and Organization

Descriptionof Business

Wealth AI PTE LTD. (the “Company”) is a limited liability company incorporated under the laws of Republic of Singapore on May 20, 2022. The registered address of the Company is 12 Marina Boulevard #17—01 Marina Bay Financial Centre Singapore. The principal activities of Wealth AI are the provision of data analytics, processing and related activities.

On August 20, 2024, Prestige Wealth Inc.(“PWI”) entered into a definitive acquisition agreement, pursuant to which PWI will acquire the Company by purchasing all shares of SPW Global Inc (“SPW” or the “seller”), the holding company of the Company. The total purchase price is US$4,500,000, subject to customary closing purchase price adjustments, with US$3 million being paid in cash and the remaining US$1.5 million being settled in the form of 780,000 class A ordinary shares and 1,620,000 class B ordinary shares of PWI issuable to the seller and key employees of the Company.

On November 4, 2024, the acquisition was completed and SPW and the Company became the wholly—owned subsidiaries of the PWI.

The Company is subjected to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful of continuous development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.

GoingConcern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company incurred net losses, and utilized cash in operations since inception, has an accumulated deficit as of September 30, 2024 of $53,083, as well as expects to incur future additional losses. The Company’s cash level as of September 30, 2024 was $2,589, which was not adequate for operations in the 2024 fiscal year and financing was needed.

These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date of issuance of these financial statements.

F-7

WEALTHAI PTE. LTD.

NOTESTO FINANCIAL STATEMENTS

Forthe years ended September 30, 2024 and 2023

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation and consolidation

The accompanying balance sheet as of September 30, 2024 and 2023, and results of operations and cash flows for the years ended September 30, 2024 and 2023, have been derived from audited financial statements. All inter-company transactions and balances have been eliminated upon consolidation.

Useof estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s financial statements include, but are not limited to, provision for credit losses of accounts receivable, contract assets, note receivables, prepaid expense and other receivables recorded in prepaid expenses and other assets and amounts due from related parties, assessment for impairment of long-lived assets, and the assessment of the valuation allowance on deferred tax assets. Actual results could differ from these estimates.

Fairvalue measurement

The Company applies ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

Level 1	inputs to the valuation<br> methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	inputs to the valuation<br> methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets<br> or liability, either directly or indirectly, for substantially the full term of the financial instruments.

F-8

WEALTHAI PTE. LTD.

NOTESTO FINANCIAL STATEMENTS

Forthe years ended September 30, 2024 and 2023

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Level 3	inputs to the valuation<br> methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the<br> Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Management of the Company is responsible for considering the carrying amount of cash and cash equivalents, amount due to a director, other payable and accrued liabilities, based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature.

Cashand cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of September 30, 2024 and 2023, cash consists primarily of checking and savings deposits. The Company’s cash balances may exceed those that are federally insured. To the issuance date of such financial statements, the Company has not recognized any losses caused by uninsured balances.

Operationcost and expenses

Operation cost and expenses are recorded on the accrual basis, which mainly include operating expenses, such as bank charges, accounting fee and professional fees. Operation cost and expenses were $21,124 and $31,300 for the years ended September 30, 2024 and 2023, respectively.

Incometaxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 740. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority based on the technical merits of the position. Tax positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year.

In accordance with ASC 740, Income Taxes, the Company is required to evaluate whether its tax positions taken or expected to be taken are more likely than not to be sustained upon examination by the taxing authority. As of September 30, 2024 and 2023, the management of the Company have determined that no provision for income taxes is required for the Company’s financial statements based on review of the Company’s tax positions for all open years. The Company does not expect that its assessment regarding unrecognized tax benefits will materially change over the next 12 months. However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, compliance with U.S. federal, U.S. state and foreign tax laws, and changes in the administrative practices and precedents of the relevant taxing authorities.

The Company recognize interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. During the year ended September 30, 2024 and 2023, no interest or penalties related to unrecognized tax benefits was recognized. As of September 30, 2024 and 2023 the Company has no accrued interest or penalties.

F-9

WEALTHAI PTE. LTD.

NOTESTO FINANCIAL STATEMENTS

Forthe years ended September 30, 2024 and 2023

Note2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Comprehensiveincome

Comprehensive income is comprised of the Company’s net income and other comprehensive income (loss). The component of other comprehensive income or loss is consisted solely of foreign currency translation adjustments, net of the income tax effect.

Functionalcurrency and foreign currency translation and transactions

The Company’s reporting currency is the U.S. dollar (“US$”) and the functional currency is the Singapore dollar (“SG$”). In the financial statements, the financial information of the Company’s subsidiaries has been translated into US$. Assets and liabilities are translated at the exchange rates on each balance sheet date, while equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenues, expenses, gains and losses are translated using the average exchange rates during each of the years. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the statements of comprehensive income (loss). The exchange rates as of September 30, 2024 and 2023 are 1.2842 and 1.3661, respectively. The average exchange rates for the years ended September 30, 2024 and 2023 are 1.3386, and 1.3495, respectively.

Recentlyissued accounting pronouncements not yet adopted

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial statements.

Note 3 OTHER PAYABLES AND ACCRUED LIABILITIES

Otherpayables and accrued liabilities consist of the following items:

	As<br> of <br> September 30,
	2024		2023
Accrued<br> audit fee		36,116		17,500
Accrued<br> professional fee		3,905		4,413
Other<br> payables^(1)^		917		—
Total	$	40,938	$	21,913

(1)	$293 and $624 are due to<br> PWI and Prestige Asset Management Limited, which are the ultimate holding company and the related party of the Company after the<br> completion of acquisition on November 4, 2024.

F-10

WEALTHAI PTE. LTD.

NOTESTO FINANCIAL STATEMENTS

Forthe years ended September 30, 2024 and 2023

Note 4 INCOME TAXES

There is no income tax expense as the Company has no taxable income for the current financial year.

There is no provision of income tax for the year ended September 30, 2024 and 2023.

The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s tax years remain open for examination by all tax authorities since inception, remain open to adjustment by the U.S. and state authorities.

Note 5 RELATED PARTIES BALANCES AND TRANSACTIONS

Relatedparty transactions

Otherthan disclosed elsewhere in the financial statements, the transactions with related parties on terms agreed between the parties duringthe financial year are as follows:

	For<br> the year ended<br> September 30,
	2024		2023
Huang<br> Yi Bin - Compensation to former director	$	—	$	8,784

Thebalances with the related parties are as follows:

	As of September 30,
	2024		2023
Amount due to a former director ^(1)^
-<br> Huang Yi Bin	$	1,685	$	8,904

(1)	Mr. Huang Yi Bin resigned<br> as a director on August 1, 2024.

Note6 SHAREHOLDERS’ EQUITY

The Company was incorporated in the Singapore on May 20, 2022 with authorized share capital of SG$20,000 (approximately to US$14,406) divided into 20,000 ordinary shares with a par value of SG$1(approximately to US$0.72) each. As of September 30, 2024 and 2023, 20,000 ordinary shares were issued and outstanding.

Note 7 SUBSEQUENT EVENT

The Company has not identified any events with a material financial impact on the Company’s financial statements except for the events listed below.

On November 4, 2024, PWI completed its acquisition of all shares of SPW, and SPW and the Company became the wholly—owned subsidiaries of the PWI. The total purchase price is US$4,500,000, subject to customary closing purchase price adjustments, with US$3 million being paid in cash and the remaining US$1.5 million being settled in the form of 780,000 class A ordinary shares and 1,620,000 class B ordinary shares of PWI issuable to the seller and key employees of the Company.

F-11

WEALTHAI PTE. LTD.BALANCE SHEETSAs of March 31, 2025 and September 30, 2024

(Statedin U.S. Dollars except share and per share data)

			September 30, <br> 2024

CURRENT ASSETS
Cash and cash equivalents	2,045		$	2,589
Total current assets	2,045			2,589
Total assets	2,045		$	2,589
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Amount due to a former director	—			1,685
Amount due to a related company	7,214			—
Other payables and accrued liabilities	45,924			40,938
Total current liabilities	53,138		$	42,623
Total liabilities	53,138		$	42,623
Shareholders’ deficit
Ordinary shares: US0.72 par value, 20,000 authorized, issued and outstanding shares	14,406			14,406
Accumulated deficit	(65,865	)		(53,083	)
Accumulated other comprehensive gain (loss)	366			(1,357	)
Total shareholders’ equity	(51,093	)	$	(40,034	)
Total liabilities and shareholders’ deficit	2,045		$	2,589

All values are in US Dollars.

Seenotes to the financial statements

F-12

WEALTHAI PTE. LTD.STATEMENTS OF COMPREHENSIVE LOSS

Forthe six months ended March 31, 2025 and 2024

(Statedin U.S. Dollars except share and per share data)

	For<br> the six months ended<br> March 31,
	2025			2024
	Unaudited			Unaudited
Revenue	$	—			—
Cost of revenue		—			—
Gross profit		—			—
Operation<br> cost and expenses
Selling,<br> general and administrative expenses		12,876			1,909
Total<br> operation cost and expenses		12,876			1,909
Loss<br> from operations		(12,876	)		(1,909	)
Other<br> income (expense)		94			(312	)
Losses<br> before income taxes benefit		(12,782	)		(2,221	)
Net<br> losses	$	(12,782	)	$	(2,221	)
Other comprehensive<br> losses
Foreign<br> currency translation adjustment		1,723			(202	)
Total<br> comprehensive losses	$	(11,059	)	$	(2,423	)

Seenotes to the financial statements

F-13

WEALTHAI PTE. LTD.STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Forthe six months ended March 31, 2025 and 2024

(Statedin U.S. Dollars except share data)

	Ordinary<br> Shares							Accumulated<br><br> other
	No.<br> of<br> Shares		Amount		Accumulated<br><br> deficit			comprehensive<br><br> income (loss)			Total
Balance, September<br> 30, 2023		20,000	$	14,406	$	(31,540	)	$	609		$	(16,525	)
Net loss		—		—		(2,221	)		—			(2,221	)
Foreign<br> currency translation adjustment		—		—		—			(202	)		(202	)
Balance, March 31, 2024 (Unaudited)		20,000	$	14,406	$	(33,761	)	$	407		$	(18,948	)
Balance, September 30, 2024		20,000	$	14,406	$	(53,083	)	$	(1,357	)	$	(40,034	)
Net loss		—		—		(12,782	)		—			(12,782	)
Foreign<br> currency translation adjustment		—		—		—			1,723			1,723
Balance<br> March 31, 2025 (Unaudited)		20,000	$	14,406	$	(65,865	)	$	366		$	(51,093	)

Seenotes to the financial statements

F-14

WEALTHAI PTE. LTD.STATEMENTS OF CASH FLOWS

Forthe six months ended March 31, 2025 and 2024

(Statedin U.S. Dollars)

	For<br> the six months ended March 31,
	2025			2024
	Unaudited			Unaudited
Cash flows from operating<br> activities
Net loss	$	(12,782	)	$	(2,221	)
Changes<br> in assets and liabilities:
Other payables and accrued<br> liabilities		7,638			1,760
Net cash<br> used in operating activities		(5,144	)		(461	)
Cash flows<br> from financing activities:
Decrease in amount due to<br> a former director		(1,608	)		(8,931	)
Increase<br> in amounts due to a related party		6,322			—
Net cash<br> provided by (used in) financing activities		4,714			(8,931	)
Effect<br> of exchange rate changes on cash and cash equivalents		(114	)		218
Net change<br> in cash and cash equivalents		(544	)		(9,174	)
Cash<br> and cash equivalents, beginning of the year		2,589			14,292
Cash<br> and cash equivalents, end of the year	$	2,045		$	5,118
SUPPLEMENTAL<br> DISCLOSURE OF CASH FLOW INFORMATION
Cash<br> paid for income taxes	$	—		$	—

Seenotes to the financial statements

F-15

WEALTHAI PTE. LTD.

NOTESTO UNAUDITED INTERIM FINANCIAL STATEMENTS

Note 1  Description of Business and Organization

Descriptionof Business

On November 4, 2024, the acquisition was completed and SPW and the Company became the wholly—owned subsidiaries of the PWI.

GoingConcern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company incurred net losses, and utilized cash in operations since inception, has an accumulated deficit as of March 31, 2025 of $53,083, as well as expects to incur future additional losses. The Company’s cash level as of March 31, 2025 was $2,589, which was not adequate for operations in six months ended March 31, 2025 and financing was needed.

These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date of issuance of these financial statements.

F-16

WEALTHAI PTE. LTD.

NOTESTO UNAUDITED INTERIM FINANCIAL STATEMENTS

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation and consolidation

The accompanying balance sheet as of March 31, 2025 and September 30, 2024, and results of operations and cash flows for the six months ended March 31, 2025 and 2024, have been derived from audited financial statements. All inter-company transactions and balances have been eliminated upon consolidation.

Useof estimates

Fairvalue measurement

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

Level 1	inputs to the valuation<br> methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	inputs to the valuation<br> methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets<br> or liability, either directly or indirectly, for substantially the full term of the financial instruments.

F-17

WEALTHAI PTE. LTD.

NOTESTO UNAUDITED INTERIM FINANCIAL STATEMENTS

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Level 3	inputs to the valuation<br> methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the<br> Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Cashand cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of March 31, 2025 and September 30, 2024, cash consists primarily of checking and savings deposits. The Company’s cash balances may exceed those that are federally insured. To the issuance date of such financial statements, the Company has not recognized any losses caused by uninsured balances.

Operationcost and expenses

Operation cost and expenses are recorded on the accrual basis, which mainly include operating expenses, such as bank charges, accounting fee and professional fees. Operation cost and expenses were $21,124 and $31,300 for the six months ended March 31, 2025 and 2024, respectively.

Incometaxes

In accordance with ASC 740, Income Taxes, the Company is required to evaluate whether its tax positions taken or expected to be taken are more likely than not to be sustained upon examination by the taxing authority. As of March 31, 2025 and September 30, 2024, the management of the Company have determined that no provision for income taxes is required for the Company’s financial statements based on review of the Company’s tax positions for all open years. The Company does not expect that its assessment regarding unrecognized tax benefits will materially change over the next 12 months. However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, compliance with U.S. federal, U.S. state and foreign tax laws, and changes in the administrative practices and precedents of the relevant taxing authorities.

The Company recognize interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. During the six months ended March 31, 2025 and 2024, no interest or penalties related to unrecognized tax benefits was recognized. As of March 31, 2025 and September 30, 2024 the Company has no accrued interest or penalties.

F-18

WEALTHAI PTE. LTD.

NOTESTO UNAUDITED INTERIM FINANCIAL STATEMENTS

Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Comprehensiveincome

Functionalcurrency and foreign currency translation and transactions

The Company’s reporting currency is the U.S. dollar (“US$”) and the functional currency is the Singapore dollar (“SG$”). In the financial statements, the financial information of the Company’s subsidiaries has been translated into US$. Assets and liabilities are translated at the exchange rates on each balance sheet date, while equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenues, expenses, gains and losses are translated using the average exchange rates during each of the years. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the statements of comprehensive income (loss). The exchange rates as of March 31, 2025 and September 30, 2024 are 1.3661 and 1.3661, respectively. The average exchange rates for the six months ended March 31, 2025 and 2024 are 1.3386, and 1.3495, respectively.

Recentlyissued accounting pronouncements not yet adopted

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial statements.

Note 3 OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following items:

	As<br> of<br> March 31 <br> 2025		As<br> of <br> September 30, <br> 2024
	Unaudited
Accrued audit<br> fee		34,535		36,116
Accrued professional fee		1,217		3,905
Accrued payroll		8,560		—
Other<br> payables		1,612		917
Total	$	45,924	$	40,938

F-19

WEALTHAI PTE. LTD.

NOTESTO UNAUDITED INTERIM FINANCIAL STATEMENTS

Note 4 INCOME TAXES

There is no income tax expense as the Company has no taxable income for the six months ended March 31, 2025 and 2024.

There is no provision of income tax for the six months ended March 31, 2025 and 2024.

Note 5 RELATED PARTIES BALANCES AND TRANSACTIONS

Relatedparty transactions

Other than disclosed elsewhere in the financial statements, the transactions with related parties on terms agreed between the parties during the financial year are as follows:

	For<br> the six months ended <br><br>March 31,
	2025		2024
Huang<br> Yi Bin - Compensation to former director	$	—	$	8,784

The balances with the related parties are as follows:

	As<br> of <br><br>March 31 <br><br>2025		As<br> of<br><br> September 30, <br><br>2024
	Unaudited
Amount due to a former director ^(1)^
-<br> Huang Yi Bin	$	—	$	1,685
Amount<br> due to a related company^(2)^	$	7,214	$	—
(1)	Mr. Huang Yi Bin resigned<br> as a director on August 1, 2024.
---	---
(2)	The balance as of March<br> 31, 2025 mainly represented the expense paid on behalf from PPWM for the Company’s operation.

Note6 SHAREHOLDERS’ EQUITY

The Company was incorporated in the Singapore on May 20, 2022 with authorized share capital of SG$20,000 (approximately to US$14,406) divided into 20,000 ordinary shares with a par value of SG$1(approximately to US$0.72) each. As of March 31, 2025 and September 30, 2024, 20,000 ordinary shares were issued and outstanding.

Note 7 SUBSEQUENT EVENT

The Company has not identified any events with a material financial impact on the Company’s financial statements.

F-20

Exhibit99.4

CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this SEC Filing on Form 6-K of our report dated September 19, 2025, with respect to the consolidated financial statements of Wealth AI Pte. Ltd. (referred as “the Company”), as of September 30, 2024 and 2023, and for each of the two years then ended September 30, 2024, in which our report expresses an unqualified opinion and includes explanatory paragraph relating to substantial doubt on the Company’s ability to continue as a going concern, appearing in this Form 6-K.

/s/ Summit Group CPAs, P.C. (formerly known as “Yu Certified Public Accountant, P.C.”)

New York, New York

September 19, 2025

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

On August 20, 2024, Prestige Wealth Inc.(“PWI”) entered into a definitive acquisition agreement, pursuant to which PWI will acquire Wealth AI PTE LTD (“Wealth AI”) by purchasing all shares of SPW Global Inc.(SPW), a holding company incorporated under the laws of the British Virgin Islands, which in turn wholly owns Wealth AI. (SPW and Wealth AI, collectively the “Wealth AI Business”)

The total purchase price is US$4,500,000, subject to customary closing purchase price adjustments, with US$3 million being paid in cash and the remaining US$1.5 million being settled in the form of 780,000 class A ordinary shares and 1,620,000 class B ordinary shares of the Company issuable to the seller and key employees of Wealth AI.

On November 4, 2024, the Company completed its acquisition of all shares of SPW and completed its acquisition of Wealth AI Business.

The consolidated balance sheet as of March 31, 2025 and the consolidated statement of operations and comprehensive loss for the six months ended March 31, 2025 have combined the consolidated financial position and operation performance of Prestige Wealth Inc. and its subsidiaries (“the Group”) and financial statements of Wealth AI Business since November 4, 2024, which are contained elsewhere in this statement.

The following unaudited pro forma condensed combined financial statements present the historical consolidated financial statements of the Group and financial statements of SPW and Wealth AI, adjusted as if the Company had acquired the Wealth AI Business.

The unaudited pro forma combined statement of operations and comprehensive loss for the years ended September 30, 2024 and 2023 combines the historical combined statement of operations and comprehensive loss of the Group and the historical statement of operations and comprehensive loss of SPW and Wealth AI, giving effect to the acquisition as if the acquisition had been consummated on October 1, 2022, the beginning of the earliest period presented. The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated combined financial statements to give pro forma effect to events that are: (1) directly attributable to the acquisition; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on the Group’s results following the completion of the acquisition.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

●	The<br>accompanying notes to the unaudited pro forma condensed combined financial statements;

●

The historical consolidated financial statements and related notes of Prestige Wealth Inc. as of September 30, 2024 and 2023, for the year ended September 30, 2024 and 2023, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Prestige Wealth Inc.’s Annual Report on Form 20-F for the year ended September 30, 2024 and 2023, which were filed with the Securities and Exchange Commission; and

●	The<br>historical financial statements of Wealth AI as of September 30, 2024 and 2023 and for the years ended September 30, 2024 and 2023, which<br>are contained elsewhere in this statement.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the years ended September 30, 2024
	Historical								Pro Forma
	PWI			SPW		Wealth<br> AI			Pro Forma<br> Adjustment		Pro Forma<br> Consolidated
Net revenue
Wealth management services
Referral fees	$	13,505		$	-	$	-		$	-	$	13,505
Subtotal		13,505			-		-			-		13,505
Asset management services
Advisory service fees		600,437			-		-			-		600,437
Management fees		25,970			-		-			-		25,970
Subtotal		626,407			-		-			-		626,407
Total net revenue		639,912			-		-			-		639,912
Operation cost and expenses
Selling, general and administrative expenses		7,686,803			-		21,124			-		7,707,927
Total operation cost and expenses		7,686,803			-		21,124			-		7,707,927
Loss from operations		(7,046,891	)		-		(21,124	)		-		(7,068,015	)
Other income (expense)		166,949			-		(419	)		-		166,530
Loss before income taxes benefit		(6,879,942	)		-		(21,543	)		-		(6,901,485	)
Income taxes benefit		(3,112	)		-					-		(3,112	)
Net loss	$	(6,876,830	)	$	-	$	(21,543	)	$	-	$	(6,898,373	)
Other comprehensive loss
Foreign currency translation adjustment		(12,122	)		-		(1,966	)		-		(14,088	)
Total comprehensive loss	$	(6,888,952	)	$	-	$	(23,509	)	$	-	$	(6,912,461	)
Loss per ordinary share*
Basic and diluted	$	(0.677	)	$	-	$	-		$	-	$	(0.679	)
Weighted average number of ordinary shares outstanding*
Basic and diluted		10,175,000			-		-			-		10,175,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the years ended September 30, 2023
	Historical								Pro Forma
	PWI			SPW		Wealth <br> AI			Pro Forma<br> Adjustment		Pro Forma<br> Consolidated
Net revenue
Wealth management services
Referral fees	$	76,338		$	-	$	-		$	-	$	76,338
Subtotal		76,338			-		-			-		76,338
Asset management services
Advisory service fees		221,119			-		-			-		221,119
Management fees		51,071			-		-			-		51,071
Subtotal		272,190			-		-			-		272,190
Total net revenue		348,528			-		-			-		348,528
Operation cost and expenses
Selling, general and administrative expenses		1,460,517			-		31,300			-		1,491,817
Total operation cost and expenses		1,460,517			-		31,300			-		1,491,817
Loss from operations		(1,111,989	)		-		(31,300	)		-		(1,143,289	)
Other income		68,762			-		-			-		68,762
Loss before income taxes benefit		(1,043,227	)		-		(31,300	)		-		(1,074,527	)
Income taxes benefit		(7,476	)		-					-		(7,476	)
Net loss	$	(1,035,751	)		-	$	(31,300	)		-	$	(1,067,051	)
Other comprehensive (loss) income
Foreign currency translation adjustment		4,328			-		1,070			-		5,398
Total comprehensive loss	$	(1,031,423	)		-	$	(30,230	)		-	$	(1,061,653	)
Loss per ordinary share*
Basic and diluted	$	(0.125	)	$	-	$	-			-	$	(0.129	)
Weighted average number of ordinary shares outstanding*
Basic and diluted		8,254,891			-		-			-		8,254,891

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements have been prepared assuming the acquisition is accounted for as a business combination using the acquisition method of accounting under Financial Accounting Standards Board (“FASB”) ASC 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements of Wealth AI Business as well as those of PWI. The historical consolidated financial statements referred to above for PWI were included in its Annual Report on Form 20-F for the years ended September 30, 2023 and 2024. The historical consolidated financial statements referred to above for Wealth AI were included in PWI’s Form 20-F for the year ended September 30, 2024.

The unaudited pro forma condensed combined statement of operations reflects the acquisition of SPW Global Inc. (“the Acquisition”) as if it had been consummated on October 1, 2022.