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 October 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 ☐

PIPE Financing

On October 7, 2025, Prestige Wealth Inc. (the “Company”) entered into subscription agreements (the “Class A PIPE Subscription Agreements”) with certain accredited investors (the “Class A PIPE Subscribers”) in an aggregate amount of approximately $51 million, pursuant to which the Company agreed to issue, and the Class A PIPE Subscribers agreed to purchase, units, with each unit consisting of (i) one Class A ordinary share of the Company, par value $0.000625 per share (each a “Class A Share” and collectively, the “Class A Shares”) at a purchase price of $0.36 per share (or, if so elected by a Class A PIPE Subscriber or a pre-funded warrant to purchase one Class A Share (each, a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”) at a purchase price per warrant of $0.36 less $0.0001 with an exercise price equal to $0.0001 per Pre-Funded Warrant), and (ii) two warrants to purchase Class A Shares consisting of (a) a warrant to purchase 0.5 Class A Shares with an exercise price of $0.47 per warrant (each, a “Series A-1 Ordinary Warrant” and collectively, the “Series A-1 Ordinary Warrants”) and (b) a warrant to purchase 0.5 Class A Shares with an exercise price of $0.54 per warrant (each, a “Series A-2 Ordinary Warrant” and collectively, the “Series A-2 Ordinary Warrants, and the A-2 Ordinary Warrants together with the Series A-1 Ordinary Warrants, the “Class A Ordinary Warrants”)(such offering, the “Class A PIPE Financing”).

The Company also entered into subscription agreements (the “Class B Subscription Agreements”) with certain accredited investors (the “Class B PIPE Subscribers”) in an aggregate amount of approximately $49 million, pursuant to which the Company agrees to issue, and the Class B PIPE Subscribers agreed to purchase, units, with each unit consisting of (i) one Class B ordinary share of the Company, par value $0.000625 per share (each, a “Class B Share” and collectively, the “Class B Shares”) at a purchase price of $0.36 per share and (ii) two warrants to purchase Class B Shares consisting of (a) a warrant to purchase 0.5 Class B Shares with an exercise price of $0.47 per warrant (each, a “Series B-1 Ordinary Warrant” and collectively, the “Series B-1 Ordinary Warrants”) and (b) a warrant to purchase 0.5 Class B Shares with an exercise price of $0.54 per warrant (each a “Class B-2 Ordinary Warrant” and collectively, the “Series B-2 Ordinary Warrants, and the Series B-2 Warrants together with the Series B-1 Ordinary Warrants, the “Class B Ordinary Warrants”)(such offering, the “Class B PIPE Financing” and collectively with the Class A PIPE Financing, the “PIPE Financing”).

The Class A Ordinary Warrants and Class B Ordinary Warrants are collectively referred to as the “Ordinary Warrants”. The Class A PIPE Subscription Agreements and the Class B PIPE Subscription Agreements are collectively referred to as the “PIPE Subscription Agreements”.

Key investors in the PIPE Financing include Antalpha Capital (HK) Limited (“Antalpha Capital”), a wholly-owned subsidiary of Antalpha Platform Holdings Co. (Nasdaq: ANTA) (“Antalpha”), and Kiara Capital Holding Limited, an entity invested by Antalpha’s management (“Kiara Capital”). The units, Class A Shares, Pre-Funded Warrants and the Ordinary Warrants were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder.

The consideration for the PIPE Financing was cash and/or USDT (Tether), a digital asset.

The net proceeds from the PIPE Financing are intended to be used by the Company to purchase Tether Gold (“XAUt”), a digital asset backed by physical gold, and for working capital and general corporate purposes.

The PIPE Financing closed on October 10, 2025, concurrently with the Primary Purchase and the Secondary Purchase, each as described below.

Pursuant to the PIPE Subscription Agreements, the Company has agreed to use commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable following the closing of the PIPE Financing and in any case within 30 calendar days after the closing of the PIPE Financing, a registration statement (the “Registration Statement”), registering the resale of the Class A Shares offered in the PIPE Financing and any Class A Shares issuable upon exercise of the Pre-Funded Warrants and Ordinary Warrants. The Registration Statement is also expected to include Class A Shares sold pursuant to the Secondary Purchase and the Class A Shares issued or issuable upon conversion of the Class B Shares sold and upon exercise of warrants sold pursuant to the Primary Purchase and other Class A Shares that the Company may designate. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing, but no later than sixty business days (excluding any day on which the SEC is closed or not accepting, processing or reviewing filings) following the filing of such Registration Statement.

Antalpha Capital and Kiara Capital have agreed to lock-up restrictions with the Company whereby they will not sell or transfer the Company’s securities for six months following the effectiveness of the Registration Statement, subject to customary exceptions. Additionally, the selling shareholders in the Secondary Purchase, certain officers and directors of the Company, and certain prior PIPE investors of the Company have agreed to similar lock-up restrictions for three months following the effectiveness of the Registration Statement.

The foregoing description of the Series A-1 Ordinary Warrants, the Series A-2 Ordinary Warrants, the Series B-1 Ordinary Warrants, the Series B-2 Ordinary Warrants, the Pre-Funded Warrants, the Class A PIPE Subscription Agreement and the Class B PIPE Subscription Agreement is qualified in its entirety by reference to the complete text of the forms of those agreements, which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 10.1 and 10.2, respectively, to this Report on Form 6-K (this “Report”) and the terms of which are incorporated by reference herein.

In connection with the PIPE Financing and related transactions described herein, the Company included in Exhibit A to the PIPE Subscription Agreements certain risk factors disclosure applicable to the Company’s business and the PIPE Financing. The risk factors disclosure included in Exhibit A to the PIPE Subscription Agreements, the forms of which are filed as Exhibits 10.1 and 10.2 to this Report and are incorporated by reference herein.

Cohen & Company Securities, LLC, acting through its Cohen & Company Capital Markets division, acted as placement agent in connection with the PIPE Financing.

The Company paid Cohen & Company Securities, LLC, a cash placement fee equal to 5% of the aggregate gross proceeds of the PIPE Financing, excluding any gross proceeds from certain investors, and an equity fee consisting of Class A Shares equal to 1% of the outstanding shares of the Company post-closing. The Company also reimbursed certain reasonable and documented out-of-pocket expenses of Cohen & Company Securities, LLC, in connection with the PIPE Financing, including but not limited to the reasonable fees and disbursements of outside attorneys, up to a maximum of $150,000.

In connection with and upon completion of the PIPE Financing, (i) the Series C ordinary warrants to purchase up to 24,456,522 Class A Shares that were issued pursuant to that certain amended and restated securities purchase agreement dated as of April 19, 2025 (the “April 2025 PIPE Agreement”), (ii) the Series D ordinary warrants to purchase up to 24,456,522 Class A Shares that were issued pursuant to the April 2025 PIPE Agreement, (iii) warrants to purchase up to 2,625,000 Class A Shares that issued in connection with acquisition of InnoSphere Tech Inc., and (iv) warrants to purchase up to 1,875,000 Class A Shares that were issued in connection with acquisition of Tokyo Bay Management Inc. were terminated.

Primary Purchase

On October 7, 2025, the Company entered into a subscription agreement (the “Primary Subscription Agreement”) with Kiara Capital, pursuant to which the Company agreed to issue, and Kiara Capital agreed to purchase, 8,000,000 Class B Shares and warrants (the “Primary Warrants”) to purchase an additional 8,000,000 Class B Shares at an exercise price of $0.01 per share, for an aggregate of purchase price of approximately $1.8 million (the “Primary Purchase”). The Primary Purchase closed concurrently with the PIPE Financing and the Secondary Purchase on October 10, 2025.

The foregoing description of the Primary Subscription Agreement and the Primary Warrants is qualified in its entirety by reference to the complete text of the form of the Primary Subscription Agreement and Primary Warrant, which are attached hereto as Exhibit 10.3 and Exhibit 4.6 to this Report and the terms of which are incorporated by reference herein.

Secondary Purchase

On October 7, 2025, Kiara Capital and certain existing shareholders of the Company named therein (the “Selling Shareholders”) entered into that certain securities purchase agreement (the “Secondary Purchase Agreement”), pursuant to which the Selling Shareholders agreed to sell, and Kiara Capital agreed to purchase, an aggregate of 1,000,000 Class A Shares and 6,167,647 Class B Shares for an aggregate purchase price of $5 million in cash, subject to certain downward adjustments based on the net current liabilities of the Company (the “Secondary Purchase”). On October 7, 2025, the board of directors of the Company (the “Board”) approved the transfer of such Class B Shares underlying the Secondary Purchase pursuant to its then effective memorandum and articles of association.

The Secondary Purchase closed concurrently with the PIPE Financing and the Primary Purchase on October 10, 2025.

The foregoing description of the Secondary Purchase Agreement is qualified in its entirety by reference to the complete text of the form of the Secondary Purchase Agreement, which is attached hereto as Exhibit 10.4 to this Report and the terms of which are incorporated by reference herein.

Term Loan Agreement

On October 10, 2025, Prestige Wealth Management Limited, a wholly-owned subsidiary of the Company, as the borrower, entered into a $50 million term loan agreement (the “Loan Agreement”) with Northstar Digital (HK) Limited, as lender. The term loan is for a three-year period and bears interest at 6% per annum, and will be secured by first priority perfected liens on XAUt of the Company with an aggregate market value of $66,666,667 to be held in a collateral account.

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the complete text of the form of the Loan Agreement, which is attached hereto as Exhibit 10.5 to this Report and the terms of which are incorporated by reference herein.

Changes in Board and Executive Officers

Concurrently with and upon the closing of the PIPE Financing, the Primary Purchase and the Secondary Purchase, Kazuho Komoda, the chief executive officer and chairman of the Board, resigned from the Board, the size of the Board was increased from five to six directors, and Moore Jin Xin, the founder and chief executive officer of Antalpha, and Herman Yu, Head of Strategy of Antalpha were appointed to the Board.

The Company entered into a director agreement (the “Director Agreement”) with each of Moore Jin Xin and Herman Yu pursuant to which each will serve on the Board, and on applicable committees, effective as of the Closing, for a one year term. Each director will not receive compensation under the Director Agreement other than reimbursement of reasonable expenses. The Director Agreements include customary fiduciary duty, confidentiality, conflict-of-interest, non-interference, and Company property provisions, with survival of confidentiality and restrictive covenants and are governed by Cayman Islands law.

The Company also entered into an indemnification agreement (the “Indemnification Agreement”) with each of Moore Jin Xin and Herman Yu that provides indemnification to the fullest extent permitted by applicable law and for advancement of expenses incurred in legal proceedings arising by reason of their service, subject to customary limitations (including exclusions for final adjudications of willful misconduct, certain securities law liabilities, and personal tax matters). The Indemnification Agreements are governed by Cayman Islands law and continue for periods during which claims may be asserted after service ends.

On October 10, 2025, the Company entered into an employment agreement (the “Employment Agreement”) with each of Zimuyin Jiang and Wei Gao. Zimuyin Jiang will serve as the Company’s Chief Accounting Officer and Wei Gao will serve as the Head of Wealth Management. The Employment Agreements include customary confidentiality and intellectual property assignment provisions and impose non-competition and non-solicitation restrictions for one year following termination. The Employment Agreements are governed by Cayman Islands law.

The foregoing description of the Director Agreement, Indemnification Agreement and Employment Agreement are qualified in their entirety by reference to the complete text of the forms of Director Agreement, Indemnification Agreement and Employment Agreement, which are attached hereto as Exhibits 10.6,10.7 and 10.8, respectively, to this Report and the terms of which are incorporated by reference herein.

Consulting Services Agreement

On October 10, 2025, the Company appointed Bjorn Schmidtke as Chief Executive Officer and will enter into a consulting services agreement (the “Consulting Agreement”) with BD International Services LLC, a Limited Liability Company incorporated and existing under the laws of Wyoming, the United States, and Bjorn Schmidtke, under which Bjorn Schmidtke will provide management services to the Company, subject to the direction of the Board. The Consulting Agreement will have an indefinite term, unless it is terminated pursuant to the Consulting Agreement or mutually agreed by the parties thereto. The Consulting Agreement will provide for compensation and include customary terms such as confidentiality provisions, one-year post-termination non-compete and non-solicitation covenants, termination rights (including for cause by the Company and with advance notice by the consultant), independent contractor status, and is governed by Cayman Islands law.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the complete text of the form of the Consulting Agreement, which is attached hereto as Exhibit 10.9 to this Report and the terms of which are incorporated by reference herein.

Press Release

In connection with the Offering, the Company delivered an investor presentation to potential investors on a confidential basis. On October 10, 2025, the Company issued a press release announcing the relevant transactions. A copy of the press release and investor presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report hereto.

The Company plans to rebrand as Aurelion, subject to approvals, and dedicate the majority of the proceeds from the PIPE Financing and the Primary Purchase to acquiring and holding XAUt as its primary treasury reserve asset. The new business line will focus on building a significant XAUt treasury. Additional updates regarding the acquisition of XAUt, treasury growth, and governance measures are expected in the coming weeks. The Company’s existing business operations will continue.

Incorporation by Reference

The contents of this Report on Form 6-K, including the exhibits hereto, are hereby incorporated by reference into the Company’s registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission (“SEC”) on December 30, 2024 (File No. 333-284085).

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected consummation of the PIPE Financing, the Primary Purchase and the Secondary Purchase, the Company’s existing operations and the implementation of its proposed XAUt treasury strategy. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. Important factors that may affect actual results or outcomes include, but are not limited to: risks related to whether the conditions required to close the PIPE Financing, the Primary Purchase and the Secondary Purchase will be satisfied; the potential impact of market and other general economic conditions; the ability of the Company to successfully execute its business plan, including the implementation of the XAUt treasury strategy and achieve the intended benefits thereof; the Company’s failure to manage growth effectively; the Company’s failure to fully realize the anticipated benefits of the PIPE Financing and the Primary Purchase and use of proceeds therefrom; and other risks and uncertainties set forth in Exhibit A to the form of PIPE Subscription Agreements filed as Exhibits 10.1 and 10.2 to this Report on Form 6-K and in the Company’s Annual Report on 20-F for the fiscal year ended September 30, 2024 filed with the SEC, and in the Company’s subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

No Offer or Solicitation

None of this Report nor the exhibits attached hereto constitutes an offer to sell, or a solicitation of an offer to sell Class A Shares, Class B Shares or any other securities, nor shall there be any sale of Class A Shares, Class B Shares or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Exhibits

Exhibit No.	Description
4.1	Form of Series A-1 Warrant
4.2	Form of Series A-2 Warrant
4.3	Form of Series B-1 Warrant
4.4	Form of Series B-2 Warrant
4.5	Form of Pre-Funded Warrant
4.6	Form of Primary Warrant
10.1*	Form of Class A PIPE Subscription Agreement, dated as of October 7, 2025
10.2*	Form of Class B PIPE Subscription Agreement, dated as of October 7, 2025
10.3*	Primary Subscription Agreement, dated as of October 7, 2025
10.4*	Secondary Purchase Agreement,<br> dated as of October 7, 2025, by and among Kiara Capital Holding Limited, the sellers named therein, and Kazuho Komoda, as the<br> representative of the sellers.
10.5*	NorthStar Loan Agreement, dated as of October 10, 2025, by<br> and between Northstar Digital (HK) Limited and Prestige Wealth Management Limited.
10.6	Form of Director Agreement
10.7	Form of Indemnification Agreement
10.8	Form of Officer Employment Agreement
10.9	Form of Consulting Services Agreement, by and among, the Company, BD International Services LLC and Bjorn Schmidtke
99.1	Press Release, dated as of<br> October 10, 2025
99.2	Investor Presentation
*	Certain schedules and exhibits have been omitted pursuant to<br>Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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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: October 10, 2025	By:	/s/ Kazuho Komoda
	Name:	Kazuho Komoda
	Title:	Chief Executive Officer and Chairman

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTOWHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANYSTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANTTO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCEWITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICHSHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

CLASS A ORDINARY SHARE PURCHASE WARRANT

[______________________]

Warrant Shares: ______ Class A Ordinary Shares

Date of Issuance: October 10, 2025

THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on October 10, 2028 (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase from Prestige Wealth Inc., a Cayman Islands exempted company (the “Company”), up to [●] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), and the following terms have the meanings indicated in this Section 1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Ordinary Shares are then listed or quoted on a Trading Market, the bid price of the Class A Ordinary Shares for the time in question (or the nearest preceding date) on the Trading Market on which the Class A Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Class A Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Class A Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Ordinary Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of the Class A Ordinary Share so reported, or (d) in all other cases, the fair market value of a Class A Ordinary Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

“Class A Ordinary Shares” means the Class A Ordinary Shares of the Company, par value US$0.000625 per share.

“Commission” means the United States Securities and Exchange Commission.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the Class A Ordinary Share is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Class A Ordinary Share is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, (or any successors to any of the foregoing).

“Transfer Agent” means Transhare Corporation, the current transfer agent of the Company, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Class A Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Class A Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Class A Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Class A Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Ordinary Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Class A Ordinary Share so reported, or (d) in all other cases, the fair market value of a Class A Ordinary Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within one (1) Trading Day, following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge andagree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the numberof Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per Class A Ordinary Share under this Warrant shall be US$0.47 per share, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. Solely in the event that if at any time after six (6) months following the Closing Date as defined in the Subscription Agreement there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of, the Warrant Shares , in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)	=	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice<br>of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading<br>Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading<br>hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at<br>the option of the Holders, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise<br>or (z) the Bid Price of the Class A Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)<br>as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular<br>trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close<br>of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable<br>Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered<br>pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)	=	the Exercise Price of this Warrant, as adjusted hereunder;<br>and
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(X)	=	the number of Warrant Shares that would be issuable upon exercise<br>of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless<br>exercise.
---	---	---

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d)	Mechanics of Exercise.
i.	Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased<br>hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s<br>balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if<br>the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of<br>the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is exercised via cashless exercise, and otherwise<br>by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise and the name of the Holder or its<br>designee registered in the Company’s register of members, for the number of Warrant Shares to which the Holder is entitled pursuant<br>to such exercise by the date that is three (3) Trading Days, after the delivery to the Company of the Notice of Exercise (such date, the<br>“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise and the name of the Holder registered in the<br>Company’s register of members, the Holder shall be deemed for all corporate purposes to have become the holder of record of the<br>Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided<br>that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading Day after<br>delivery of the aggregate Exercise Price to the Company. If the Company fails for any reason to deliver to the Holder the Warrant Shares<br>subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages<br>and not as a penalty, for each US$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Class A Ordinary Shares on<br>the date of the applicable Notice of Exercise), US$10 per Trading Day (increasing to US$20 per Trading Day on the third Trading Day after<br>such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered<br>or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as<br>this Warrant remains outstanding and exercisable.
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ii.	Legend Removal. If the Warrant Shares may be sold under Rule 144 or pursuant to an effective registration<br>statement, the Holder may request that the Company instruct the Transfer Agent to remove any restrictive legend from the Warrant Shares.<br>The Company shall, at its own expense, cause its counsel to issue any legal opinion required by the Transfer Agent to effect the removal<br>of the legend, provided that the Holder delivers to the Company and its counsel such representations and other documentation as are reasonably<br>requested to enable such opinion to be rendered.
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iii.	Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the<br>Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,<br>deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this<br>Warrant, which new Warrant shall in all other respects be identical with this Warrant.
iv.	Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the<br>Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
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v.	Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition<br>to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares<br>in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other<br>than any such failure that is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date<br>the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise<br>purchases, Class A Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated<br>receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any,<br>by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Class A Ordinary Shares so purchased<br>exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder<br>in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed,<br>and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such<br>exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Class A Ordinary<br>Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example,<br>if the Holder purchases Class A Ordinary Shares having a total purchase price of US$11,000 to cover a Buy-In with respect to an attempted<br>exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of US$10,000, under clause (A) of the immediately<br>preceding sentence the Company shall be required to pay the Holder US$1,000. The Holder shall provide the Company written notice indicating<br>the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing<br>herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without<br>limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Class<br>A Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.
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vi.	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall<br>be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon<br>such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to<br>such fraction multiplied by the Exercise Price or round up to the next whole share.
vii.	Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder<br>for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses<br>shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed<br>by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name<br>of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B<br>duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any<br>transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise<br>and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day<br>electronic delivery of the Warrant Shares.
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viii.	Closing of Books. The Company will not close its register of members or records in any manner which<br>prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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e)	Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,<br>and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that<br>after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s<br>Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution<br>Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of<br>the foregoing sentence, the number of Class A Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties<br>shall include the Class A Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made,<br>but shall exclude the number of Class A Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion<br>of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the<br>unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Class A Ordinary<br>Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by<br>the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this<br>Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations<br>promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is<br>in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance<br>therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable<br>(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this<br>Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be<br>the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together<br>with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial<br>Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a<br>determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and<br>the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Class A<br>Ordinary Shares, a Holder may rely on the number of outstanding Class A Ordinary Shares as reflected in (A) the Company’s most recent<br>periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a<br>more recent written notice by the Company or the Transfer Agent setting forth the number of Class A Ordinary Shares outstanding. <br>Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the<br>number of Class A Ordinary Shares then outstanding. In any case, the number of outstanding Class A Ordinary Shares shall be determined<br>after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates<br>or Attribution Parties since the date as of which such number of outstanding Class A Ordinary Shares was reported. The “Beneficial<br>Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number<br>of Class A Ordinary Shares outstanding immediately after giving effect to the issuance of Class A Ordinary Shares issuable upon exercise<br>of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this<br>Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Class A Ordinary Shares outstanding<br>immediately after giving effect to the issuance of Class A Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions<br>of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st^<br>day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise<br>than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective<br>or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable<br>to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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Section 3. Certain Adjustments.

a) Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Class A Ordinary Shares or any other equity or equity equivalent securities payable in Class A Ordinary Shares (which, for avoidance of doubt, shall not include any Class A Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of share consolidation) outstanding Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Class A Ordinary Shares any shares of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Class A Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Class A Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding the Company grants, issues or sells any Class A Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of Class A Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Class A Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Class A Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Class A Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Class A Ordinary Shares, by way of return of capital or otherwise, other than cash (including, without limitation, any distribution of shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Class A Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Class A Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Class A Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Class A Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the voting power of the equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Class A Ordinary Shares or any compulsory share exchange pursuant to which the Class A Ordinary Shares is effectively converted into or exchanged for other securities, cash or property and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater than 50% of the voting power of the equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Class A Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Class A Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Class A Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Class A Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Class A Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Class A Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized Class A Ordinary Shares for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Class A Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Class A Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Class A Ordinary Shares rights or warrants to subscribe for or purchase any shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Class A Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Class A Ordinary Shares is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Class A Ordinary Shares of record shall be entitled to exchange their Class A Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with (i) a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and (ii) funds sufficient to pay any transfer taxes payable upon the making of such transfer.

b) Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

c) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

d) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Redemption.

a) Redemption of Warrants. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Company, upon notice to the Holders, as described in Section 5(b) below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the closing price of the Class A Ordinary Shares reported has been at least $0.94 per share (subject to adjustment in compliance with Section 3 hereof), on each of twenty (20) Trading Days, within the thirty (30) Trading-Day period ending on the third Trading Day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 5(b) below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to Section 2(c) and such cashless exercise is exempt from registration under the Securities Act.

b) Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 5(a), the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be emailed and mailed by first class mail, postage prepaid, by the Company not less than thirty (30) calendar days prior to the Redemption Date (such 30-day period, the “Redemption Period”) to the Holders of the Warrants to be redeemed at their last email and physical addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder received such notice.

c) Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 2(c)) at any time after notice of redemption shall have been given by the Company pursuant to Section 5(b) hereof and prior to the Redemption Date. In the event that the Company determines to require all Holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 2(c), the notice of redemption shall contain the information necessary to calculate the number of Class A Ordinary Shares to be received upon exercise of the Warrants. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

Section 6. Miscellaneous.

a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a RR Business Day (defined herein), then such action may be taken or such right may be exercised on the next succeeding RR Business Day. “RR Business Day” means any day other than a Saturday, Sunday or day on which the Commission is closed or on which the commission is not accepting, processing or reviewing filings.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Class A Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Class A Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Subscription Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Subscription Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any and all notices, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Class A Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

PRESTIGE WEALTH INC.
By:
	Name:
	Title:

Exhibit A

NOTICE OF EXERCISE

To: prestige wealth inc.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of InvestingEntity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoingWarrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature: ______________________
Holder’s Address: _______________________

Exhibit 4.2