Prestige Wealth (PWM) - 2025 Q2 - Quarterly Report

Financial Performance - Total net revenue for the six months ended March 31, 2025, was $287, a decrease of 99.4% compared to $497,629 for the same period in 2024[6] - The company reported a net loss of $3,635,088 for the six months ended March 31, 2025, compared to a net loss of $503,429 for the same period in 2024, representing a 620.5% increase in losses[6] - The company incurred selling, general, and administrative expenses of $3,716,180 for the six months ended March 31, 2025, compared to $1,105,629 for the same period in 2024, reflecting a 236.5% increase[6] - The company reported a loss before income taxes of US$3,682,036 for the six months ended March 31, 2025, compared to a loss of US$489,420 for the same period in 2024[102] Cash and Assets - Cash and cash equivalents decreased to $6,661 as of March 31, 2025, down from $13,190 as of September 30, 2024, reflecting a decline of 49.6%[4] - Total assets increased significantly to $18,151,177 as of March 31, 2025, compared to $6,327,603 as of September 30, 2024, marking a growth of 187.5%[4] - Shareholders' equity rose to $15,948,475 as of March 31, 2025, up from $3,040,768 as of September 30, 2024, indicating a substantial increase of 424.5%[4] Revenue Sources - Referral fees for the six months ended March 31, 2025, were $287, a significant decrease from $11,685 in 2024, indicating a decline of approximately 97.55%[44] - Advisory service fees were recorded as $459,974 for the six months ended March 31, 2024, while no advisory service fees were reported for the same period in 2025[44] - Management fees for the six months ended March 31, 2024, totaled $25,970, with no management fees reported for the same period in 2025[44] Acquisitions and Subsidiaries - The company completed acquisitions of Tokyo Bay Management Inc. and InnoSphere Tech Inc. on December 16, 2024, expanding its wealth management and technology service capabilities[20][21] - The company operates several wholly-owned subsidiaries, including Wealth AI PTE LTD and InnoSphere Tech Pte. LTD., focusing on AI-driven wealth management solutions[26] - The total purchase price for the acquisition of SPW Global Inc. is US$4,500,000, with US$3 million paid in cash and US$1.5 million settled in shares[72] - The acquisition of InnoSphere Tech Inc. was completed for a total price of US$2,100,000, paid in the form of 3,500,000 newly issued Class B Ordinary Shares[73] - The acquisition of Tokyo Bay was finalized for US$1,500,000, with payment made in 2,500,000 newly issued Class B Ordinary Shares[74] Financial Position and Risks - As of March 31, 2025, the Company reported a concentration of revenues with Company A contributing 50.24% and Company B contributing 42.19%[70] - The Company has a credit risk concentration with bank deposits of $4,031 in Hong Kong as of March 31, 2025[69] - The allowance for credit losses as of September 30, 2024, was $74,622, reflecting significant credit risk associated with prior contract assets[49] - The Company recognized nil impairment losses for long-lived assets as of March 31, 2025, and September 30, 2024[61] Taxation - The effective income tax rate for the six months ended March 31, 2025, was 1.28%, significantly lower than the statutory rate of 16.5% due to tax exemptions for subsidiaries in the Cayman Islands and Singapore[102] - The total income tax provision for the six months ended March 31, 2025, was a benefit of US$46,948, compared to an expense of US$14,009 for the same period in 2024[100] - The Company has a net taxable loss of HK$532,308 (approximately US$68,124) available to reduce future taxable income, which can be carried forward indefinitely[100] Shareholder and Equity Information - The weighted average number of ordinary shares outstanding increased to 28,684,671 for the six months ended March 31, 2025, compared to 9,150,000 for the same period in 2024, representing a 213.5% increase[6] - The company issued 26,115,656 common shares during the six months ended March 31, 2025, contributing to a total shareholders' equity increase[8] - As of March 31, 2025, subscriptions receivable represented commitments from investors to purchase capital stock, recorded in the equity section of the balance sheet[62] Other Financial Activities - The company raised approximately $3,000,000 in gross proceeds from a private placement offering on September 9, 2024[83] - The company entered into a consulting agreement for $850,000, which included warrants for 708,333 shares at an exercise price of $0.72[81] - The company entered into a private placement agreement on April 23, 2025, to sell 32,608,696 Class A ordinary shares at a price of $0.23 per share, resulting in gross proceeds of approximately $7,500,000 before expenses[110] - On April 25, 2025, the company issued 10,000,000 restricted shares at a price of $0.265 per share to service providers for the construction of the MGAI Privatization Large Model System[111] Miscellaneous - The Company has only one reportable segment, with all assets and revenues substantially derived from Hong Kong[109] - The company has not identified any events with a material financial impact on its condensed consolidated financial statements other than the subsequent events described[113]