Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Prestige Wealth Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.000625 per share (Title of Class of Securities) |
G7244A119 (CUSIP Number) |
Antalpha Capital (HK) Limited 21th Floor ,100QRC, 100 Queen's Road Central, Central, K3, 00000 852 3460 0813 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | G7244A119 |
| 1 |
Name of reporting person
Antalpha Capital (HK) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
238,888,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Represents 119,444,446 Class B Ordinary Shares, and 119,444,446 Class B Ordinary Warrants (as defined below), which were purchased by Antalpha Capital (HK) Limited, a corporation formed in Hong Kong, for an aggregate purchase price of $43,000,000.56. Antalpha Capital (HK) Limited is wholly owned by Antalpha Platform Holding Company. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. The exercise of Class B Ordinary Warrant (as defined below) is subject to receipt of requisite shareholder approval to increase the authorized shares of the Issuer to ensure that the number of authorized shares of Class B Ordinary Shares is sufficient to cover the issuance of Class B Ordinary Shares pursuant to any exercise of the Class B Ordinary Warrants (the "Required Shareholder Approval"). The dispositive power and percentage of Reporting Person's beneficial ownership in class are based on the assumptions that (a) all Class B Ordinary Warrants (as defined below) held by the Reporting Persons are exercised upon receipt of the Required Shareholder Approval, (b) the 22,222,224 pre-funded warrants of the Issuer outstanding as of the date hereof are fully exercised, and (c) all Class B Ordinary Shares, including those from the aforementioned exercise of warrants, are converted into Class A Ordinary Shares on a one-to-one ratio. Total outstanding shares on such fully diluted basis will be 487,654,990, according to information provided by the Issuer (as defined below). Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to twenty votes per share on all matters submitted to them for vote.
SCHEDULE 13D
|
| CUSIP No. | G7244A119 |
| 1 |
Name of reporting person
Antalpha Platform Holding Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
238,888,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
(1) Represents 119,444,446 Class B Ordinary Shares, and 119,444,446 Class B Ordinary Warrants (as defined below), which were purchased by Antalpha Capital (HK) Limited, a corporation formed in Hong Kong, for an aggregate purchase price of $43,000,000.56. Antalpha Capital (HK) Limited is wholly owned by Antalpha Platform Holding Company. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. The exercise of Class B Ordinary Warrant (as defined below) is subject to receipt of requisite shareholder approval to increase the authorized shares of the Issuer to ensure that the number of authorized shares of Class B Ordinary Shares is sufficient to cover the issuance of Class B Ordinary Shares pursuant to any exercise of the Class B Ordinary Warrants (the "Required Shareholder Approval"). The dispositive power and percentage of Reporting Person's beneficial ownership in class are based on the assumptions that (a) all Class B Ordinary Warrants (as defined below) held by the Reporting Persons are exercised upon receipt of the Required Shareholder Approval, (b) the 22,222,224 pre-funded warrants of the Issuer outstanding as of the date hereof are fully exercised, and (c) all Class B Ordinary Shares, including those from the aforementioned exercise of warrants, are converted into Class A Ordinary Shares on a one-to-one ratio. Total outstanding shares on such fully diluted basis will be 487,654,990, according to information provided by the Issuer (as defined below). Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to twenty votes per share on all matters submitted to them for vote.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.000625 per share | |
| (b) | Name of Issuer:
Prestige Wealth Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 3201, Champion Tower 3 Garden Road, Central, Hong Kong,
HONG KONG
, 00000. | |
Item 1 Comment:
This statement of beneficial ownership on Schedule 13D (this "Statement") relates to the Class A Ordinary Shares of Prestige Wealth Inc. (the "Issuer"). The principal executive offices of the Issuer are located at Suite 3201, Champion Tower 3 Garden Road, Central, Hong Kong. The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "AURE." | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is filed by Antalpha Capital (HK) Limited and Antalpha Platform Holding Company (together, the "Reporting Persons"). | |
| (b) | The business address of the Reporting Persons is 21th Floor, 100QRC, 100 Queen's Road Central, Central, Hong Kong | |
| (c) | N/A. | |
| (d) | During the last five years, each of the Reporting Persons has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, each of the Reporting Persons has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Antalpha Capital (HK) Limited is a corporation formed under the laws of Hong Kong. Antalpha Platform Holding Company is a Cayman Islands exempt company. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On October 7, 2025, the Issuer entered into subscription agreements (the "Class B PIPE Subscription Agreements") with certain investors (the "Class B PIPE Subscribers") to issue approximately $49 million worth of units, (the "Class B PIPE Financing"). Antalpha Capital (HK) Limited participated in the Class B PIPE Financing and purchased 119,444,446 Class B Ordinary Shares and 119,444,446 warrants to purchase Class B Ordinary Shares (the "Class B Ordinary Warrants") for an aggregate purchase price of $43,000,000.56. The source of the funds used by the Reporting Persons for the purchase of the securities of the Issuer listed in Item 5(a)(i) was a capital contribution from Antalpha Platform Holding Company, the parent of Antalpha Capital (HK) Limited. On October 6, 2025, the board of directors of Antalpha Capital (HK) Limited entered into a unanimous written resolution authorizing the entry into the Class B PIPE Financing. | ||
| Item 4. | Purpose of Transaction | |
The information regarding the Class B PIPE Financing set forth in Item 3 above is incorporated into this Item 4 by reference. Based on the outstanding share capital of the Issuer and assuming full exercise of the 22,222,224 pre-funded warrants outstanding as of the date hereof, Antalpha Capital (HK) Limited beneficially owns approximately 49.0% of the outstanding Class A Ordinary Shares and has approximately 73.1% of the voting power of the Issuer. The Reporting Persons acquired these interests with the intent to exercise control of the Issuer. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction. In connection with the Class B PIPE Financing, the Board of Directors of the Issuer (the "Board") approved the issuance of the Class B Ordinary Shares and Class B Ordinary Warrants to be purchased in the Class B PIPE Financing. Concurrently with and upon the closing of the Class B PIPE Financing, Kazuho Komoda, the chief executive officer and chairman of the Board, resigned from the Board and from his position of chief executive officer, the size of the Board was increased from five to six directors, and Antalpha Capital (HK) Limited named two persons to the board. In addition, Zimuyin Jiang transitioned from the chief financial officer to chief accounting officer, and Wei Gao transitioned from chief technical officer to head of private wealth management business. The Issuer plans to rebrand as Aurelion, subject to approvals, and dedicate the majority of the proceeds from the Class B PIPE Financing to acquiring and holding Tether Gold ("XAUt") as its primary treasury reserve asset. The new business line will focus on building a significant XAUt treasury. The Issuer's existing business operations will continue. Except as described in this Statement, each of the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, each of the Reporting Person, at any time, and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Class A Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. | |
| (b) | The responses of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of ordinary shares as to which the Reporting Persons referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. | |
| (c) | Except as set forth in this Statement, each of the Reporting Person has not, to the best of their knowledge, engaged in any transaction with respect to the Issuer's Class A Ordinary Shares during the sixty days prior to the date of filing this Statement. | |
| (d) | Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A Ordinary Shares beneficially owned by the Reporting Persons as reported in this Statement. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 above is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 Joint Filing Agreement, by and among Antalpha Capital (HK) Limited and Antalpha Platform Holding Company, dated October 14, 2025 2 Form of Class B PIPE Subscription Agreement, dated as of October 7, 2025 (incorporated by reference to Exhibit 10.2 from Issuer's report on Form 6-K filed with the SEC on October 10, 2025) 3 Form of Series B-1 Warrant (incorporated by reference to Exhibit 4.3 from Issuer's report on Form 6-K filed with the SEC on October 10, 2025) 4 Form of Series B-2 Warrant (incorporated by reference to Exhibit 4.4 from Issuer's report on Form 6-K filed with the SEC on October 10, 2025) | ||
| 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.
|
|
|
|
|