UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
PRESTIGE WEALTH INC.
(Name of Issuer)
Class A Ordinary Share, $0.000625 par value per share
(Title of Class of Securities)
G7244A119
(CUSIP Number)
June 25, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| | |
| ☐ | Rule 13d-1 (c) |
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| ☒ | Rule 13d-1 (d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G7244A119 | 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Tokyo Bay Management Inc |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION BVI |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 900,000 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 900,000 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.52% |
| 12 | TYPE OF REPORTING PERSON* OO |
| CUSIP No. G7244A119 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON KOMODA KAZUHO |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Japan |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 900,000 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 900,000 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.52% |
| 12 | TYPE OF REPORTING PERSON* IN |
| CUSIP No. G7244A119 | 13G | Page 4 of 7 Pages |
Item 1.
| | (a) | Name of Issuer: Prestige Wealth Inc. |
| | | |
| | (b) | Address of Issuer’s Principal Executive Offices: Suite 3201, Champion Tower 3 Garden Road, Central, Hong Kong |
Item 2.
| | (a) | Name of Person Filing: Tokyo Bay Management Inc KOMODA KAZUHO |
| | (b) | Address of Principal Business Office or if none, Residence: A4-1806, A4 Building, World City Towers, 4-6-4, Konan, Minato-Ku, Tokyo, Japan |
| | (c) | Citizenship: Tokyo Bay Management Inc - BVI KOMODA KAZUHO - Japan |
| | (d) | Title of Class of Securities: Class A Ordinary Share, $0.000625 par value per share |
| | (e) | CUSIP Number: G7244A119 |
| | (a) | Amount Beneficially Owned: Tokyo Bay Management Inc - 900,000 shares. KOMODA KAZUHO - 900,000 shares. Consists of 900,000 shares owned by Tokyo Bay Management Inc. |
| | (b) | Percent of Class: Tokyo Bay Management Inc - 8.52%. KOMODA KAZUHO - 8.52%. |
The foregoing percentages are based on 10,566,667 Class A Ordinary Shares outstanding as of June 25, 2024.
| CUSIP No. G7244A119 | 13G | Page 5 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: Not Applicable. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. G7244A119 | 13G | Page 6 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
July 26, 2024
| | Tokyo Bay Management Inc |
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| | By | /s/ KOMODA KAZUHO |
| | Name: | KOMODA KAZUHO |
| | Title: | Director |
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| | KOMODA KAZUHO |
| | | |
| | By | /s/ KOMODA KAZUHO |
| | Name: | KOMODA KAZUHO |
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| | | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
| CUSIP No. G7244A119 | 13G | Page 7 of 7 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Ordinary Shares, $0.000625 par value per share, of Prestige Wealth Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of July 26, 2024.
| | Tokyo Bay Management Inc |
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| | By | /s/ KOMODA KAZUHO |
| | Name: | KOMODA KAZUHO |
| | Title: | KOMODA KAZUHO |
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| | KOMODA KAZUHO |
| | | |
| | /s/ KOMODA KAZUHO |
| | Name: | KOMODA KAZUHO |
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