1、2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm1/306 F-1/A 1 tm2212435-12_f1a.htm F-1/ATABLE OF CONTENTSAs filed with the Securities and Exchange Commission on June 28,2022Registration No. UNITED STATES SECU

2、RITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.3 TOFORM F-1 REGISTRATION STATEMENTUnder The Securities Act of 1933 Prenetics Global Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands(State or Other

3、Jurisdiction of Incorporationor Organization)3826(Primary Standard Industrial ClassificationCode Number)Not Applicable(I.R.S.Employer Identification Number)Unit 701-706,K11 Atelier Kings Road 728 Kings Road,Quarry Bay Hong Kong+852 2210-9588(Address,including zip code,and telephone number,including

4、area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th Floor New York,N.Y.10168+1(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Jonathan B.Stone,Esq.Paloma Wang,Esq.Skadden,Arps,Slate,Me

5、agher&Flom LLP 42/F,Edinburgh Tower,The Landmark 15 Queens Road Central Hong Kong Tel:+852 3740-4700 Peter X.Huang,Esq.Skadden,Arps,Slate,Meagher&Flom LLP 30/F,China World Office 2 No.1,Jian Guo Men Wai Avenue Beijing 100004,P.R.China Tel:+86 10-6535-5500 Approximate date of commencement of proposed

6、 sale to the public:As soon as practicable after this registration statement becomeseffective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933(as amended,the“Securities Act”),check the follo

7、wing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a po

8、st-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)

9、under the Securities Act,check the following box and list theSecurities Act registration number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerg

10、ing growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Se

11、ction 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or date

12、s as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act,as amended,or until the registration statement shall b

13、ecome effective on such date as the U.S.Securities andExchange Commission,or“SEC,”acting pursuant to said Section 8(a),may determine.2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm2/306TABLE OF CONTENTSSUBJECT TO COMP

14、LETION,DATED JUNE 28,2022PRELIMINARY PROSPECTUSPrenetics Global Limited60,441,798 CLASS A ORDINARY SHARES,6,041,007 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES AND 7,792,898 CLASS A ORDINARY SHARES UNDERLYING WARRANTS This prospectus relates to the offer and sale from time to time by the selling se

15、curityholders or their pledgees,donees,transferees,or other successors in interest(collectively,the“Selling Securityholders”)of up to(A)60,441,798Class A Ordinary Shares,which includes(i)7,198,200 Class A Ordinary Shares issued in the PIPE Investment at aneffective price of$7.75 per share,pursuant t

16、o the Amended PIPE Subscription Agreements,(ii)7,740,000 Class AOrdinary Shares issued to the Forward Purchase Investors at an effective price of$7.75 per share(assuming no value isassigned to the Artisan Private Warrants issued to the Forward Purchase Investors referred to in clause(B),pursuant tot

17、he Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation and Amendment,(iii)6,933,558 Class A Ordinary Shares issued to the Sponsor pursuant to the Initial Merger,which shares wereexchanged from the Artisan Public Shares which were issued upon conversion of the Founder S

18、hares originally issuedas set forth in the immediately following paragraph,(iv)100,000 Class A Ordinary Shares issued to certain Artisandirectors pursuant to the Initial Merger,which shares were exchanged from the Artisan Public Shares which were issuedupon conversion of the Founder Shares originall

19、y issued as set forth in the immediately following paragraph,(v)9,713,864 Class A Ordinary Shares issuable upon the conversion of 9,713,864 Class B Ordinary Shares issued to DaYeung Limited pursuant to the Acquisition Merger,which shares were exchanged from ordinary shares and Series Apreferred shar

20、es of Prenetics originally issued by Prenetics at a weighted average effective price of$0.04 per share,asadjusted for the Exchange Ratio,(vi)1,881,844 Class A Ordinary Shares issued to Avrom Boris Lasarow pursuant tothe Acquisition Merger,which shares were exchanged from ordinary shares of Prenetics

21、 originally issued by Preneticsat an effective price of$1.60 per share,as adjusted for the Exchange Ratio,(vii)3,840,716 Class A Ordinary Sharesissued to For Excelsiors Limited pursuant to the Acquisition Merger,which shares were exchanged from ordinaryshares of Prenetics originally issued by Prenet

22、ics at a weighted average effective price of$0.03 per share,as adjustedfor the Exchange Ratio,(viii)12,660,138 Class A Ordinary Shares issued to Prudential Hong Kong Limited pursuant tothe Acquisition Merger,which shares were exchanged from Series C preferred shares of Prenetics originally issued by

23、Prenetics at an effective price of$1.60 per share,as adjusted for the Exchange Ratio,(ix)9,206,785 Class A OrdinaryShares issued to Genetel Bioventures Limited pursuant to the Acquisition Merger,which shares were exchanged fromordinary shares of Prenetics originally issued by Prenetics at a weighted

24、 average effective price of$0.07 per share,asadjusted for the Exchange Ratio,(x)789,282 Class A Ordinary Shares issued to Cui Zhanfeng pursuant to theAcquisition Merger,which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at aneffective price of$2.25 per share

25、,as adjusted for the Exchange Ratio,and(xi)377,411 Class A Ordinary Shares issuedto Lucky Rider Investments Limited pursuant to the Acquisition Merger,which shares were exchanged from Series Dpreferred shares of Prenetics originally issued by Prenetics at an effective price of$2.25 per share,as adju

26、sted for theExchange Ratio;(B)6,041,007 Warrants(“Private Warrants”)issued to the Sponsor and the Forward Purchase Investorspursuant to the Initial Merger,which were exchanged from Artisan Private Warrants originally issued to the Sponsor ata purchase price of$1.50 and to the Forward Purchase Invest

27、ors(together with the issuance of Class A OrdinaryShares)pursuant to the Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation andAmendment;and(C)up to 7,792,898 Class A Ordinary Shares issuable upon exercises of the Private Warrants.Prior to the consummation of Artisans

28、 IPO,the Sponsor purchased 8,625,000 Founder Shares for an aggregatepurchase price of$25,000,or approximately$0.003 per share.Artisan subsequently effected a share recapitalizationand issued an additional 1,500,000 Founder Shares to the Sponsor for no consideration.The Sponsor subsequentlytransferre

29、d an aggregate of 100,000 Founder Shares to certain Artisan directors for no consideration and an aggregate of750,000 Founder Shares to the Forward Purchase Investors pursuant to the Forward Purchase Agreements,and forfeited141,442 Founder Shares as the over-allotment option of the underwriters of A

30、rtisans IPO was not exercised in full,resulting in the Sponsor owning 9,133,558 Founder Shares.Pursuant to the Sponsor Agreement and the Initial Merger,all 9,133,558 Founder Shares were converted into Artisan Public Shares which were then exchanged for an aggregate of6,933,558 Class A Ordinary Share

31、s upon the closing of the Initial Merger.This resulted in an effective price ofapproximately$0.004 per share for each of the shares received by the Sponsor pursuant to the Initial Merger and beingregistered for resale by the Sponsor(or its transferrees)pursuant to this registration statement.On June

32、 9,2022,theSponsor distributed the 6,933,558 Class A Ordinary Shares and 4,541,007 Private Warrants held by it to its twomembers on a pro rata basis,Woodbury Capital Management Limited and M13 Capital Management Holdings Limited.The information in this preliminary prospectus is not complete and may

33、be changed.These securities may not be sold until the registration statement filed with the U.S.Securities and Exchange Commission,or“SEC,”is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in anyjurisdiction where the offer or sale is

34、not permitted.2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm3/306TABLE OF CONTENTSWe are registering the offer and sale of these securities to satisfy certain registration rights we have granted.The SellingSecurityho

35、lders may offer all or part of the securities for resale from time to time through public or private transactions,at eitherprevailing market prices or at privately negotiated prices.These securities are being registered to permit the SellingSecurityholders to sell securities from time to time,in amo

36、unts,at prices and on terms determined at the time of offering.TheSelling Securityholders may sell these securities through ordinary brokerage transactions,in underwritten offerings,directly tomarket makers of our shares or through any other means described in the section entitled“Plan of Distributi

37、on”herein.Inconnection with any sales of securities offered hereunder,the Selling Securityholders,any underwriters,agents,brokers ordealers participating in such sales may be deemed to be“underwriters”within the meaning of the Securities Act of 1933,asamended,or the“Securities Act.”We are registerin

38、g these securities for resale by the Selling Securityholders named in this prospectus,or their transferees,pledgees,donees or assignees or other successors-in-interest(that receive any of the securities as a gift,distribution,or othernon-sale related transfer).We will not receive any proceeds from t

39、he sale of the securities by the Selling Securityholders,except with respect toamounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash.Assumingthe exercise of all outstanding warrants for cash,we would receive aggregate proceeds of approximate

40、ly$154.6 million.However,we will only receive such proceeds if all the Warrant holders exercise all of their Warrants.The exercise price of ourWarrants is$8.91 per 1.29 shares(or an effective price of$6.91 per share),subject to adjustment.We believe that the likelihoodthat warrant holders determine

41、to exercise their warrants,and therefore the amount of cash proceeds that we would receive,isdependent upon the market price of our Class A Ordinary Shares.If the market price for our Class A Ordinary Shares is less thanthe exercise price of the warrants(on a per share basis),we believe that warrant

42、 holders will be very unlikely to exercise any oftheir warrants,and accordingly,we will not receive any such proceeds.There is no assurance that the warrants will be“in themoney”prior to their expiration or that the warrant holders will exercise their warrants.As of June 9,2022,the closing price ofo

43、ur Class A Ordinary Shares was$4.43 per share.Holders of the Private Warrants have the option to exercise the PrivateWarrants on a cashless basis in accordance with the Existing Warrant Agreement.To the extent that any warrants are exercisedon a cashless basis,the amount of cash we would receive fro

44、m the exercise of the warrants will decrease.Our Class A Ordinary Shares and Warrants are listed on the Nasdaq Stock Market LLC,or“NASDAQ,”under the tradingsymbols“PRE”and“PRENW,”respectively.On June 9,2022,the closing price for our Class A Ordinary Shares on NASDAQwas$4.43.On June 9,2022,the closin

45、g price for our Warrants on NASDAQ was$0.38.In connection with and prior to the Business Combination,holders of 28,878,277 Artisan Public Shares exercised their rightto redeem their shares for cash at a price of approximately$10.01 per share,for an aggregate price of$288.9 million,whichrepresented a

46、pproximately 85.1%of the total Artisan Public Shares then outstanding.The Class A Ordinary Shares being offeredfor resale pursuant to this prospectus represent approximately 55.2%of the current total outstanding Class A Ordinary Shares(assuming and after giving effect to the issuance of shares upon

47、exercise of all outstanding Warrants),and the warrants beingoffered for resale pursuant to this prospectus represent approximately 34.8%of our outstanding Warrants.Given the substantialnumber of securities being registered for potential resale by the selling securityholders pursuant to this registra

48、tion statement,the sale of such securities by the selling securityholders,or the perception in the market that the selling securityholders may orintend to sell all or a significant portion of such securities,could increase the volatility of the market price of our Class AOrdinary Shares or Warrants

49、or result in a significant decline in the public trading price of our Class A Ordinary Shares orWarrants.Even though the current trading price of the Class A Ordinary Shares is below$10.00,which is the price at whichthe units were issued in Artisans IPO,the Sponsor(or its transferrees)and certain ot

50、her selling securityholders have anincentive to sell their Class A Ordinary Shares because they will still profit on sales due to the lower price at which theypurchased their shares compared to the price at which public investors in Artisans IPO purchased their shares or the currenttrading price of

51、our Class A Ordinary Shares.Public investors may not experience a similar rate of return on the securities theypurchase due to differences in the purchase prices that they paid and the current trading price.Based on the closing prices of ourClass A Ordinary Shares and Warrants referenced above,(i)th

52、e selling securityholders that were formerly securityholders ofPrenetics may experience profit ranging from$2.18 to$4.40 per share,(ii)the Sponsor(or its transferrees)may experienceprofit of up to$4.426 per share,or up to approximately$30.7 million in the aggregate,and(iii)the Artisan Directors maye

53、xperience profit of up to$4.43 per share,or up to approximately$443,000 in the aggregate.We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.Youshould read this entire prospectus and any amendments or supplements carefully before you make your

54、 investment decision.We are a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,may elect to comply withcertain reduced public company disclosure and reporting requirements.See“Prospectus SummaryForeign Private Issuer.”Throughout this prospectus,unless the context i

55、ndicates otherwise,references to“Prenetics”refer to Prenetics HoldingCompany Limited,formerly known as Prenetics Group Limited,a Cayman Islands holding company,references to“PreneticsHK”refer to Prenetics Limited,a wholly owned subsidiary of Prenetics,and references to“Prenetics Group”refer to Prene

56、tics2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm4/306TABLE OF CONTENTSHolding Company Limited,together as a group with its subsidiaries,including its operating subsidiaries,and,prior to thetermination of the VIE ag

57、reements on November 26,2021,the VIE Entity(as defined below).Prenetics HK,Prenetics EMEALimited,Oxsed Limited,Prenetics Innovation Labs Private Limited and Prenetics Africa(Pty)Limited,the operatingsubsidiaries of Prenetics based in the United Kingdom,Hong Kong,India and South Africa,respectively(c

58、ollectively,“Prenetics Operating Subsidiaries”),conduct our daily operations.As a result of the Business Combination,Prenetics hasbecome a wholly owned subsidiary of us.We are a Cayman Islands holding company and not an operating company.Investorspurchasing our securities are purchasing equity inter

59、ests in the Cayman Islands holding company and are not purchasing equityinterests of Prenetics Operating Subsidiaries.Recently,the Chinese government announced that it would increase supervision of mainland Chinese firms listed offshore.Under the new measures,China will improve regulation of cross-b

60、order data flows and security,police illegal activity in thesecurities market and punish fraudulent securities issuances,market manipulation and insider trading.China will also monitorsources of funding for securities investment and control leverage ratios.The Cyberspace Administration of China(“CAC

61、”)hasalso opened a cybersecurity probe into several large U.S.-listed technology companies focusing on anti-monopoly and financialtechnology regulation and,more recently with the passage of the PRC Data Security Law,how companies collect,store,processand transfer data.We face various legal and opera

62、tional risks and uncertainties relating to our operations in Hong Kong.Historically,Prenetics HK held a minority interest in a genomics business in mainland China through Shenzhen Discover Health TechnologyCo.,Ltd.(the“VIE Entity”),a PRC limited liability company,by entering into a series of contrac

63、tual arrangements with the VIEEntity and its nominee shareholders through Prenetics HKs wholly owned PRC subsidiary,Qianhai Prenetics Technology(Shenzhen)Co.,Ltd.(the“WFOE”).On November 26,2021,the agreements governing the VIE Entity were terminated withimmediate effect.As a result,our corporate str

64、ucture no longer contain any variable interest entity,or VIE.While the currentcorporate structure does not contain any VIE and we have no intention establishing any VIEs in PRC in the future,if in thefuture our structure were to contain a VIE,the PRC regulatory authorities could disallow the VIE str

65、ucture,which would likelyresult in a material adverse change in our operations,and our securities may decline significantly in value or become worthless.Although currently we do not have any business operations in mainland China nor do we have any VIE structure and we believethat the laws and regula

66、tions of the PRC applicable in mainland China do not currently have any material impact on ourbusiness,financial condition or results of operations,we face risks and uncertainties associated with the complex and evolvingPRC laws and regulations and as to whether and how the recent PRC government sta

67、tements and regulatory developments,suchas those relating to VIE,data and cyberspace security,and anti-monopoly concerns,would be applicable to the company such asPrenetics or Prenetics HK given its substantial operations in Hong Kong and the Chinese governments significant oversightauthority over t

68、he conduct of business in Hong Kong.Should the Chinese government seek to affect operations of any company with any level of operations in Hong Kong,orshould certain PRC laws and regulations or these statements or regulatory actions become applicable to us in the future,it wouldlikely have a materia

69、l adverse impact on our business,financial condition and results of operations,ability to accept foreigninvestments and our ability to offer or continue to offer securities to investors on a U.S.or other international securitiesexchange,any of which may cause the value of our securities to significa

70、ntly decline or become worthless.For example,if therecent PRC regulatory actions on data security or other data-related laws and regulations were to apply to us it could becomesubject to certain cybersecurity and data privacy obligations,including the potential requirement to conduct a cybersecurity

71、review for its listing at a foreign stock exchange,and the failure to meet such obligations could result in penalties and otherregulatory actions against it and may materially and adversely affect its business and results of operations.Furthermore,onDecember 2,2021,the SEC adopted final amendments i

72、mplementing the disclosure and submission requirements under theHolding Foreign Companies Accountable Act(the“HFCA Act”),pursuant to which the SEC will identify a“Commission-Identified Issuer”if an issuer has filed an annual report containing an audit report issued by a registered public accounting

73、firmthat the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority inthe foreign jurisdiction,and will then impose a trading prohibition on an issuer after it is identified as a Commission-IdentifiedIssuer for three consecutive years.On De

74、cember 16,2021,the PCAOB issued a report on its determinations that it is unable toinspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in HongKong,because of positions taken by one or more authorities in such jurisdictions.Since our auditor

75、is located in Hong Kong,our auditor is included on a list of audit firms the PCAOB determined it is unable to inspect or investigate completely because ofa position taken by one or more authorities in Hong Kong,and is therefore subject to the PCAOBs determination.Therefore wecould be delisted and it

76、s securities could be prohibited from being traded“over-the-counter”if it is identified as a Commission-Identified Issuer for three consecutive years.If our securities are unable to be listed on another securities exchange by then,sucha delisting or prohibition of trading would substantially impair

77、your ability to sell or purchase our securities when you wish todo so,and the risk and uncertainty associated with a potential delisting or prohibition of trading would have a negative impacton the price of our securities.The Accelerating Holding Foreign Companies Accountable Act,passed by the U.S.S

78、enate and ifenacted,would require foreign companies to comply with the PCAOB audits within two consecutive years instead of threeconsecutive years.In light of the PRC governments recent expansion of authority in Hong Kong,there are risks anduncertainties which we cannot foresee for the time being,an

79、d rules and regulations in China can change quickly with little or no2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm5/306TABLE OF CONTENTSadvance notice.The PRC government may intervene or influence our current and fu

80、ture operations in Hong Kong and mainlandChina at any time,or may exert more control over offerings conducted overseas and/or foreign investment in companies like us.For a detailed description of risks relating to doing business in Hong Kong,see“Risk FactorsRisks Relating to DoingBusiness in Hong Ko

81、ng.”In February 2019,Prenetics HK invested in a genomics business in mainland China in the amount of RMB29,250,000(equivalent to$4,236,765)through its VIE Entity.Since the date of the initial investment through the date of this prospectus,notransfer of cash,dividends or distributions has been made b

82、etween us or our subsidiaries,on one hand,and the VIE Entity,onthe other.Between Prenetics HK and its subsidiaries,the cash was transferred from Prenetics HK to its subsidiaries in the formof capital contributions and through intercompany advances.No transfer of cash has been made between Prenetics

83、and itssubsidiaries.Neither Prenetics HK nor Prenetics has declared or paid dividends in the past,nor have any dividends ordistributions been made by a subsidiary to Prenetics HK or Prenetics.If needed,cash may be transferred between Prenetics HKand its subsidiaries in the United Kingdom,India and S

84、outh Africa through intercompany fund advances and capitalcontributions,and there are currently no restrictions of transferring funds between Prenetics HK and its subsidiaries in theUnited Kingdom,India and South Africa.However,there also can be no assurance that the PRC government will not interven

85、eor impose restrictions on our ability to transfer or distribute cash within our organization,which could result in an inability orprohibition on making transfers or distributions to entities outside of Hong Kong and adversely affect its business.Under ourcash management policy,the amount of interco

86、mpany transfer of funds is determined based on the working capital needs of thesubsidiaries and intercompany transactions and is subject to internal approval process and funding arrangements.Ourmanagement review and monitor our cash flow forecast and working capital needs of the subsidiaries on a re

87、gular basis.Inaddition,we have not faced difficulties or limitations on our ability to transfer cash between subsidiaries in United Kingdom,India,Singapore and South Africa.Cash generated from Prenetics HK is used to fund operations of its subsidiaries,and no fundswere transferred from our subsidiar

88、ies in the United Kingdom to fund operations of Prenetics HK for the year ended onDecember 31,2019,December 31,2020,and December 31,2021.For a detailed description of the intercompany transfer ofcash within our group,please see“Managements Discussion and Analysis of Financial Condition and Results o

89、f OperationsLiquidity and Capital Resources.”See also“Selected Historical Financial Data of Prenetics”for our condensed consolidatingschedules,including the WFOE,the VIE Entity and other subsidiaries of us,respectively,starting on page 74 of this prospectus,and our audited consolidated financial sta

90、tements for the years ended December 31,2021,2020 and 2019 starting from page F-2of this prospectus.Investing in our securities involves a high degree of risk.See“Risk Factors”beginning on page 14 of this prospectus and otherrisk factors contained in the documents incorporated by reference herein fo

91、r a discussion of information that should be considered inconnection with an investment in our securities.Neither the U.S.Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any repre

92、sentation to the contrary is a criminal offense.PROSPECTUS DATED ,20222022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm6/306TABLE OF CONTENTS TABLE OF CONTENTSABOUT THIS PROSPECTUSiiFINANCIAL STATEMENT PRESENTATIONiiiIN

93、DUSTRY AND MARKET DATAivFORWARD-LOOKING STATEMENTSvPROSPECTUS SUMMARY1THE OFFERING12RISK FACTORS14CAPITALIZATION AND INDEBTEDNESS62UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION63SELECTED HISTORICAL FINANCIAL DATA OF PRENETICS75SELECTED HISTORICAL FINANCIAL DATA OF ARTISAN77USE OF PROC

94、EEDS78DIVIDEND POLICY79MARKET OPPORTUNITIES80BUSINESS90MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATION131MANAGEMENT152BENEFICIAL OWNERSHIP OF SECURITIES162SELLING SECURITYHOLDERS164CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS167DESCRIPTION OF SHARE CAPITAL

95、173SHARES ELIGIBLE FOR FUTURE SALE179TAXATION182PLAN OF DISTRIBUTION189EXPENSES RELATED TO THE OFFERING193LEGAL MATTERS194EXPERTS195ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THEUNITED STATES196WHERE YOU CAN FIND ADDITIONAL INFORMATION197INDEX TO FINANCIAL STATEMENTSF-1P

96、ART II INFORMATION NOT REQUIRED IN PROSPECTUSII-1You should rely only on the information contained or incorporated by reference in this prospectus or anysupplement.Neither we nor the Selling Securityholders have authorized anyone else to provide you withdifferent information.The securities offered b

97、y this prospectus are being offered only in jurisdictions where theoffer is permitted.You should not assume that the information in this prospectus or any supplement is accurateas of any date other than the date on the front of each document.Our business,financial condition,results ofoperations and

98、prospects may have changed since that date.Except as otherwise set forth in this prospectus,neither we nor the Selling Securityholders have takenany action to permit a public offering of these securities outside the United States or to permit thepossession or distribution of this prospectus outside

99、the United States.Persons outside the United Stateswho come into possession of this prospectus must inform themselves about and observe any restrictionsrelating to the offering of these securities and the distribution of this prospectus outside the United States.i 2022/12/13tm2212435-12_f1a-block-73

100、.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm7/306TABLE OF CONTENTS ABOUT THIS PROSPECTUSThis prospectus is part of a registration statement on Form F-1 filed with the SEC by Prenetics GlobalLimited.The Selling Securityholders named in this prospectu

101、s may,from time to time,sell the securitiesdescribed in this prospectus in one or more offerings.This prospectus includes important information aboutus,the securities being offered by the Selling Securityholders and other information you shouldknow before investing.Any prospectus supplement may also

102、 add,update,or change information in thisprospectus.If there is any inconsistency between the information contained in this prospectus and anyprospectus supplement,you should rely on the information contained in that particular prospectussupplement.This prospectus does not contain all of the informa

103、tion provided in the registration statementthat we filed with the SEC.You should read this prospectus together with the additional information aboutus described in the section below entitled“Where You Can Find More Information.”You should rely onlyon information contained in this prospectus.We have

104、not,and the Selling Securityholders have not,authorized anyone to provide you with information different from that contained in this prospectus.Theinformation contained in this prospectus is accurate only as of the date on the front cover of the prospectus.You should not assume that the information

105、contained in this prospectus is accurate as of any other date.The Selling Securityholders may offer and sell the securities directly to purchasers,through agentsselected by the Selling Securityholders,or to or through underwriters or dealers.A prospectus supplement,if required,may describe the terms

106、 of the plan of distribution and set forth the names of any agents,underwriters or dealers involved in the sale of securities.See“Plan of Distribution.”References to“U.S.Dollars,”“USD,”“US$”and“$”in this prospectus are to United States dollars,thelegal currency of the United States.Discrepancies in

107、any table between totals and sums of the amountslisted are due to rounding.Certain amounts and percentages have been rounded;consequently,certainfigures may add up to be more or less than the total amount and certain percentages may add up to be moreor less than 100%due to rounding.In particular and

108、 without limitation,amounts expressed in millionscontained in this prospectus have been rounded to a single decimal place for the convenience of readers.Throughout this prospectus,unless otherwise designated,the terms“we,”“us,”“our,”“PubCo,”“theCompany”and“our company”refer to Prenetics Global Limit

109、ed and its subsidiaries and consolidatedaffiliated entities.References to“Prenetics”refers to Prenetics Holding Company Limited.ii 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm8/306TABLE OF CONTENTS FINANCIAL STATEM

110、ENT PRESENTATIONPubCoWe are qualified as a Foreign Private Issuer and,following the Business Combination,we prepare ourfinancial statements in accordance with International Financial Reporting Standards(“IFRS”),as issued bythe International Accounting Standards Board.PreneticsThe audited consolidate

111、d statements of financial position of Prenetics and its subsidiaries as ofDecember 31,2021 and 2020,and the related consolidated statements of profit or loss and othercomprehensive income,changes in of Prenetics equity and cash flows for each of the years in the three-yearperiod ended December 31,20

112、21,and the related notes,included in this prospectus have been prepared inaccordance with IFRS as issued by the International Accounting Standards Board and are presented inU.S.Dollars.Prenetics Group underwent certain corporate restructuring through which Prenetics HKbecame a wholly owned subsidiar

113、y of Prenetics upon the completion of the restructuring in June 2021.AsPrenetics had no operations or material assets prior to the restructuring,the restructuring only involves theinsertion of Prenetics as a new shell holding company and the financial statements of Prenetics for theperiods prior to

114、the corporate restructuring would be substantially identical to the financial statements ofPrenetics HK.Accordingly,the references to the historical consolidated financial statements of Prenetics inthis prospectus have been prepared on a basis as if the corporate restructuring had happened on Januar

115、y 1,2019,and the consolidated statements of financial position as of December 31,2021 and 2020,and therelated consolidated statements of profit or loss and other comprehensive income,changes in equity andcash flows for each of the years in the three-year period ended December 31,2021,and the related

116、 notesrepresent the continuation of the consolidated financial statements of Prenetics HK.ArtisanThe historical financial statements of Artisan Acquisition Corp.(“Artisan”)were prepared inaccordance with generally accepted accounting principles in the United States(“U.S.GAAP”)and aredenominated in U

117、.S.Dollars.iii 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm9/306TABLE OF CONTENTS INDUSTRY AND MARKET DATAOur industry and market position information that appears in this prospectus is from independentmarket resea

118、rch carried out by Frost&Sullivan(“F&S”),which was commissioned by us.This informationinvolves a number of assumptions and limitations,and you are cautioned not to give undue weight to theseestimates.Such information is supplemented where necessary with our own internal estimates and informationobta

119、ined from discussions with our customers,taking into account publicly available information aboutother industry participants and our managements judgment where information is not publicly available.This information appears in“Prospectus Summary,”“Market Opportunities,”“Business”and“Managements Discu

120、ssion and Analysis of Financial Condition and Results of Operations”and othersections of this prospectus.Industry reports,publications,research,studies and forecasts generally state that the information theycontain has been obtained from sources believed to be reliable,but that the accuracy and comp

121、leteness ofsuch information is not guaranteed.In some cases,we do not expressly refer to the sources from which thisdata is derived.While we have compiled,extracted,and reproduced industry data from these sources,wehave not independently verified the data.We are responsible for the industry and mark

122、et data contained inthis prospectus.Forecasts and other forward-looking information obtained from these sources are subject tothe same qualifications and uncertainties as the other forward-looking statements in this prospectus.Theseforecasts and forward-looking information are subject to uncertainty

123、 and risk due to a variety of factors,including those described under“Risk Factors.”These and other factors could cause results to differmaterially from those expressed in any forecasts or estimates.iv 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0001104

124、65922075217/tm2212435-12_f1a.htm10/306 TABLE OF CONTENTS FORWARD-LOOKING STATEMENTSThis prospectus and any prospectus supplement include statements that express our opinions,expectations,beliefs,plans,objectives,assumptions or projections regarding future events or future resultsof operations or fin

125、ancial condition and therefore are,or may be deemed to be,“forward-lookingstatements.”These forward-looking statements can generally be identified by the use of forward-lookingterminology,including the terms“believe,”“estimate,”“anticipate,”“expect,”“seek,”“project,”“intend,”“plan,”“may,”“will”or“sh

126、ould”or,in each case,their negative or other variations or comparableterminology.These forward-looking statements include all matters that are not historical facts.They appearin a number of places throughout this prospectus and include statements regarding our intentions,beliefs orcurrent expectatio

127、ns concerning,among other things,the benefits and synergies of the BusinessCombination,including anticipated cost savings,results of operations,financial condition,liquidity,prospects,growth,strategies,future market conditions or economic performance and developments in thecapital and credit markets

128、 and expected future financial performance,the markets in which we operate aswell as any information concerning possible or assumed future results of operations of our Company.Suchforward-looking statements are based on available current market material and managements expectations,beliefs and forec

129、asts concerning future events impacting us.Factors that may impact such forward-lookingstatements include:Changes in applicable laws or regulations,or the application thereof to us,including,withoutlimitation,changes in PRC laws and regulations that currently do not apply to us but may becomeapplica

130、ble to us;Developments related to the COVID-19 pandemic,including,among others,with respect to stay-at-home orders,social distancing measures,the success of vaccine rollouts,numbers of COVID-19cases and the occurrence of new COVID-19 strains;The regulatory environment and changes in laws,regulations

131、 or policies in the jurisdictions in whichwe operate;Our ability to successfully compete in highly competitive industries and markets;Our ability to continue to adjust our offerings to meet market demand,attract customers to chooseour products and services and grow our ecosystem;Political instabilit

132、y in the jurisdictions in which we operate;The overall economic environment and general market and economic conditions in the jurisdictionsin which we operate;Our ability to execute our strategies,manage growth and maintain our corporate culture as we grow;Our anticipated investments in new products

133、,services,collaboration arrangements,technologies andstrategic acquisitions,and the effect of these investments on our results of operations;Our ability to develop and protect intellectual property;Changes in the need for capital and the availability of financing and capital to fund these needs;Anti

134、cipated technology trends and developments and our ability to address those trends anddevelopments with our products and services;The safety,affordability,convenience and breadth of our products and services;Man-made or natural disasters,health epidemics,and other outbreaks including war,acts ofinte

135、rnational or domestic terrorism,civil disturbances,occurrences of catastrophic events and acts ofGod such as floods,earthquakes,wildfires,typhoons and other adverse weather and naturalconditions that affect our business or assets;The loss of key personnel and the inability to replace such personnel

136、on a timely basis or onacceptable terms;Exchange rate fluctuations;Changes in interest rates or rates of inflation;v 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm11/306 TABLE OF CONTENTS Legal,regulatory and other p

137、roceedings;Our ability to maintain the listing of our securities on NASDAQ;andThe results of future financing efforts.The forward-looking statements contained in this prospectus are based on our current expectations andbeliefs concerning future developments and their potential effects on us.There ca

138、n be no assurance thatfuture developments affecting us will be those that we have anticipated.These forward-looking statementsinvolve a number of risks,uncertainties(some of which are beyond our control)or other assumptions thatmay cause actual results or performance to be materially different from

139、those expressed or implied by theseforward-looking statements.These risks and uncertainties include,but are not limited to,those factorsdescribed under the heading“Risk Factors.”Should one or more of these risks or uncertainties materialize,or should any of the assumptions prove incorrect,actual res

140、ults may vary in material respects from thoseprojected in these forward-looking statements.We will not undertake any obligation to update or revise anyforward-looking statements,whether as a result of new information,future events or otherwise,except asmay be required under applicable securities law

141、s.In light of these risks and uncertainties,you should keepin mind that any event described in a forward-looking statement made in this prospectus or elsewhere mightnot occur.vi 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12

142、_f1a.htm12/306TABLE OF CONTENTS FREQUENTLY USED TERMSUnless otherwise stated or unless the context otherwise requires in this document:“Acquisition Merger”means the merger between Prenetics Merger Sub and Prenetics,with Preneticsbeing the surviving entity and becoming a wholly owned subsidiary of Pu

143、bCo;“Amended Forward Purchase Agreements”means(i)the Forward Purchase Agreement entered into asof March 1,2021 with Aspex Master Fund;and(ii)the Forward Purchase Agreement entered into as ofMarch 1,2021 with Pacific Alliance Asia Opportunity Fund L.P.,as amended by the Deeds of Novation andAmendment

144、;“Artisan”means Artisan Acquisition Corp.,an exempted company limited by shares incorporatedunder the laws of the Cayman Islands;“Artisan Articles”means Artisans amended and restated memorandum and articles of associationadopted by special resolution dated May 13,2021;“Artisan Board”means the board

145、of directors of Artisan;“Artisan Directors”means William Keller,Mitch Garber,Fan Yu,Sean ONeill;“Artisan Merger Sub”means AAC Merger Limited,an exempted company limited by sharesincorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo;“Artisan Private Warrants”

146、means the warrants sold to the Sponsor in the private placementconsummated concurrently with the IPO,each entitling its holder to purchase one Artisan Public Share at anexercise price of$11.50 per share,subject to adjustment;“Artisan Public Share”means a Class A ordinary share,par value$0.0001 per s

147、hare,of Artisan;“Artisan Public Shareholder”means a holder of Artisan Public Shares issued as part of the Units issuedin the IPO;“Artisan Public Warrants”means the redeemable warrants issued in the IPO,each entitling its holder topurchase one Artisan Public Share at an exercise price of$11.50 per sh

148、are,subject to adjustment;“Artisan Shares”means the Artisan Public Shares and Founder Shares;“Artisan Warrants”means the Artisan Public Warrants and the Artisan Private Warrants;“Business Combination”means the Initial Merger,the Acquisition Merger and the other transactionscontemplated by the Busine

149、ss Combination Agreement;“Business Combination Agreement”means the business combination agreement,dated September 15,2021(as amended by an Amendment to Business Combination Agreement dated as of March 30,2022 andas may be further amended,supplemented,or otherwise modified from time to time),by and a

150、mong PubCo,Artisan,Artisan Merger Sub,Prenetics Merger Sub and Prenetics;“Business Combination Transactions”means,collectively,the Initial Merger,the Acquisition Mergerand each of the other transactions contemplated by the Business Combination Agreement,the PIPESubscription Agreements,the Amendments

151、 to PIPE Subscription Agreements,the Sponsor SupportAgreement,the Sponsor Support Agreement Amendment Deed,the Sponsor Agreement,the ShareholderSupport Agreements,the Management Shareholder Support Agreement Amendment Deed,the RegistrationRights Agreement,the Assignment,Assumption and Amendment Agre

152、ement,the Plan of Initial Merger andsuch other documents as may be required in accordance with applicable law to make the Initial Mergereffective,the Plan of Acquisition Merger and such other documents as may be required in accordance withapplicable law to make the Acquisition Merger effective,and a

153、ny other agreements,documents orcertificates entered into or delivered pursuant thereto;“Cayman Islands Companies Act”means the Companies Act(As Revised)of the Cayman Islands;vii 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-1

154、2_f1a.htm13/306TABLE OF CONTENTS “China”or“PRC,”in each case,means the Peoples Republic of China,including Hong Kong andMacau and excluding,solely for the purpose of this prospectus,Taiwan.The term“Chinese”has acorrelative meaning for the purpose of this prospectus;“Class A Exchange Ratio”means a ra

155、tio equal to 1.29;“Class A Ordinary Share”means a Class A ordinary share,par value$0.0001 per share,of PubCo;“Class B Ordinary Share”means a convertible Class B ordinary share,par value$0.0001 per share,ofPubCo;“Class B Recapitalization”means,(i)the conversion of 9,133,558 Founder Shares held by Spo

156、nsor into5,374,851 Artisan Public Shares,(ii)the conversion of an aggregate of 100,000 Founder Shares held by theArtisan independent directors into 77,519 Artisan Public Shares,and(iii)the surrender and forfeiture bySponsor of 1,316,892 Private Placement Warrants,in each case of(i),(ii)and(iii)pursu

157、ant to and subject tothe terms and conditions of the Sponsor Agreement immediately prior to the Initial Merger,and(iv)theconversion of all the Founder Shares held by the Forward Purchase Investors on a one-for-one basispursuant to and subject to the terms and conditions of the Deeds of Amendment to

158、the Deeds of Novationand Amendment immediately prior to the Initial Closing;“Closing”means the closing of the Acquisition Merger;“Closing Date”means May 18,2022,the date of the Closing;“Continental”means Continental Stock Transfer&Trust Company;“Deeds of Novation and Amendment”means(i)the Deed of No

159、vation and Amendment entered into byArtisan,Sponsor,PubCo and Aspex Master Fund,dated as of September 15,2021(pursuant to suchamendment,Aspex Master Fund committed to subscribe for and purchase 3,000,000 Class A OrdinaryShares and 750,000 Warrants for an aggregate purchase price equal to$30 million)

160、;and(ii)the Deed ofNovation and Amendment entered into by Artisan,Sponsor,PubCo and Pacific Alliance Asia OpportunityFund L.P.,dated as of September 15,2021(pursuant to such amendment,Pacific Alliance Asia OpportunityFund L.P.committed to subscribe for and purchase 3,000,000 Class A Ordinary Shares

161、and 750,000Warrants for an aggregate purchase price equal to$30 million);“Dissent Rights”means the right of each holder of record of Artisan Shares to dissent in respect of theInitial Merger pursuant to Section 238 of the Cayman Islands Companies Act;“Dissenting Artisan Shareholders”means holders of

162、 Dissenting Artisan Shares;“Dissenting Artisan Shares”means Artisan Shares that are(i)issued and outstanding immediately priorto the Initial Merger Effective Time and(ii)held by Artisan shareholders who have validly exercised theirDissent Rights(and not waived,withdrawn,lost or failed to perfect suc

163、h rights);“ESOP”means the 2021 Share Incentive Plan of Prenetics adopted on June 16,2021,as may beamended from time to time;“Exchange Ratio”means a ratio equal to 2.033097981;“Existing Warrant Agreement”means the warrant agreement,dated May 13,2021,by and betweenArtisan and Continental;“Extraordinar

164、y General Meeting”means an extraordinary general meeting of shareholders of Artisanheld at 10:00 AM Eastern Time,on May 9,2022 at Appleby(Cayman)Ltd.,71 Fort Street,George Town,Grand Cayman KY1-1104,Cayman Islands and virtually over the Internet via live audio webcast athttps:/ Purchase Investors”me

165、ans Aspex Master Fund and Pacific Alliance Asia OpportunityFund L.P.;“Founder Share”means a Class B ordinary share,par value$0.0001 per share,of Artisan;“Initial Closing”means the closing of the Initial Merger;viii 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/18

166、76431/0005217/tm2212435-12_f1a.htm14/306TABLE OF CONTENTS “Initial Merger”means the merger between Artisan and Artisan Merger Sub,with Artisan Merger Subbeing the surviving entity and remaining as a wholly owned subsidiary of PubCo;“IPO”means Artisans initial public offering,which was con

167、summated on May 18,2021;“mainland China”means the Peoples Republic of China,excluding,solely for the purpose of thisprospectus,Hong Kong,Macau and Taiwan.The term“mainland Chinese”has a correlative meaning for thepurpose of this prospectus;“Management Shareholder Support Agreement Amendment Deed”mea

168、ns that certain Deed ofAmendment entered into on March 30,2022 by and among Prenetics,Artisan,PubCo,Danny Yeung andDr.Lawrence Tzang which amends the Prenetics Shareholder Support Agreement dated as of September 15,2021 by and among Prenetics,Artisan,PubCo,Danny Yeung and Dr.Lawrence Tzang;“NASDAQ”m

169、eans the Nasdaq Stock Market;“Plan of Acquisition Merger”means the plan of merger for the Acquisition Merger by and amongPrenetics,Prenetics Merger Sub and PubCo;“Plan of Initial Merger”means the plan of merger for the Initial Merger by and among Artisan,ArtisanMerger Sub and PubCo;“Prenetics”means

170、Prenetics Holding Company Limited,formerly known as Prenetics Group Limited,an exempted company limited by shares incorporated under the laws of the Cayman Islands;“Prenetics Group”means Prenetics Holding Company Limited,together as a group with itssubsidiaries,including its operating subsidiaries,a

171、nd,prior to the termination of the VIE agreements onNovember 26,2021,Shenzhen Discover Health Technology Co.,Ltd.,or the“VIE Entity”;“Prenetics HK”means Prenetics Limited,a limited liability company incorporated in Hong Kong;“Prenetics Merger Sub”means PGL Merger Limited,an exempted company limited

172、by sharesincorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo;“Prenetics Operating Subsidiaries”means,collectively,the operating subsidiaries of Prenetics HoldingCompany Limited,which include Prenetics Limited,Prenetics EMEA Limited,Oxsed Limited,PreneticsI

173、nnovation Labs Private Limited and Prenetics Africa(Pty)Limited.“PubCo”means Prenetics Global Limited,an exempted company limited by shares incorporated underthe laws of the Cayman Islands,or as the context requires,PubCo and its subsidiaries and consolidatedaffiliated entities;“SEC”means the U.S.Se

174、curities and Exchange Commission;“Sponsor”means Artisan LLC,a limited liability company registered under the laws of the CaymanIslands;“Sponsor Agreement”means that certain Sponsor Forfeiture and Conversion Agreement entered intoon March 30,2022 by and among Prenetics,Artisan,PubCo,Sponsor and the i

175、ndependent directors ofArtisan;“Sponsor Support Agreement Amendment Deed”means that certain Deed of Amendment entered intoon March 30,2022 by and among Prenetics,Artisan,PubCo,Sponsor and the directors of Artisan whichamends the Sponsor Support Agreement;“Units”means the units issued in the IPO,each

176、 consisting of one Artisan Public Share and one-third ofone Artisan Public Warrant;“U.S.Dollars,”“US$,”“USD”and“$”means United States dollars,the legal currency of the UnitedStates;“Warrants”means warrants of PubCo,each entitling its holder to purchase 1.29 Class A Ordinary Shareat an exercise price

177、 of$8.91 per 1.29 shares,subject to adjustment pursuant to the terms of the Assignment,Assumption and Amendment Agreement and the Existing Warrant Agreement.ix 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm15/306TABL

178、E OF CONTENTS PROSPECTUS SUMMARYThis summary highlights certain information about us,this offering and selected information containedelsewhere in this prospectus.This summary is not complete and does not contain all of the information thatyou should consider before deciding whether to invest in the

179、securities covered by this prospectus.Youshould read the following summary together with the more detailed information in this prospectus,anyrelated prospectus supplement and any related free writing prospectus,including the information set forth inthe section titled“Risk Factors”in this prospectus,

180、any related prospectus supplement and any related freewriting prospectus in their entirety before making an investment decision.OverviewWe are a major diagnostics and genetics testing products and services provider,with a team of morethan 800 employees and operations across nine locations,including

181、the U.K.,Hong Kong,India,SouthAfrica and Southeast Asia.Prenetics business was founded in 2014 with the mission to bring health closerto millions of people globally and decentralize healthcare by making the three pillarsPrevention,Diagnostics and Personalized Carecomprehensive and accessible to anyo

182、ne,at anytime and anywhere.We intend to construct a global healthcare ecosystem to disrupt and decentralize the conventional healthcaresystem and improve its customers wellbeing through comprehensive genetic and diagnostic testing.Recent DevelopmentBusiness CombinationOn September 15,2021,we entered

183、 into a Business Combination Agreement(as amended by anAmendment to Business Combination Agreement dated as of March 30,2022(the“BCA Amendment”)andas may be further amended,supplemented or otherwise modified from time to time,the“BusinessCombination Agreement”),by and among the Company,Artisan,Artis

184、an Merger Sub,Prenetics Merger Suband Prenetics.Pursuant to the Business Combination Agreement,(i)Artisan merged with and into ArtisanMerger Sub,with Artisan Merger Sub surviving and remaining as our wholly owned subsidiary and(ii)following the Initial Merger,Prenetics Merger Sub merged with and int

185、o Prenetics,with Prenetics beingthe surviving entity and becoming our wholly owned subsidiary.As part of the Business Combination:(i)each of Artisans units(each consisting of one Class Aordinary share,par value$0.0001 per share,of Artisan and one-third of one redeemable warrant,eachentitling its hol

186、der to purchase one Artisan Public Share at an exercise price of$11.50 per share,subject toadjustment issued and outstanding immediately prior to the effective time of the Initial Merger(the“InitialMerger Effective Time”)was separated into one Artisan Public Share and one-third of an Artisan PublicW

187、arrant;(ii)each Artisan Public Share issued and outstanding immediately prior to the Initial MergerEffective Time(excluding Artisan Public Shares that have been redeemed and Artisan treasury shares)wascancelled in exchange for the right to receive 1.29 newly issued Class A Ordinary Share;(iii)each A

188、rtisanPublic Warrant outstanding immediately prior to the Initial Merger Effective Time was assumed by theCompany and converted into a Warrant,subject to substantially the same terms and conditions prior to theInitial Merger Effective Time;(iv)each of the ordinary shares of Prenetics,par value$0.000

189、1 per share(“Prenetics Ordinary Shares”)and the preferred shares of Prenetics,par value$0.0001 per share(“PreneticsPreferred Shares”and collectively with Prenetics Ordinary Shares,“Prenetics Shares”)(excluding sharesthat are held by Prenetics shareholders that exercise and perfect their relevant dis

190、senters rights,PreneticsKey Executive Shares(as defined below)and Prenetics treasury shares)issued and outstanding immediatelyprior to the effective time of the Acquisition Merger(the“Acquisition Effective Time”)was cancelled inexchange for the right to receive such fraction of Class A Ordinary Shar

191、e that is equal to the quotientobtained by dividing$20.330979812 by$10.00(the“Exchange Ratio”),or 2.033097981 Class A OrdinaryShares for each Prenetics Share;and(v)each of the Prenetics Shares held by Danny Yeung(the“PreneticsKey Executive Shares”),the co-founder and chief executive officer of Prene

192、tics,was cancelled in exchangefor the right to receive such fraction of a newly issued convertible Class B Ordinary Share(collectively withClass A Ordinary Shares,“Ordinary Shares”)that is equal to the Exchange Ratio.Substantially concurrently with the execution and delivery of the Business Combinat

193、ion Agreement,(i)the Company,Artisan and certain third-party investors(the“PIPE Investors”)entered into share 1 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm16/306TABLE OF CONTENTS subscription agreements(the“PIPE S

194、ubscription Agreements”)pursuant to which the PIPE Investorscommitted to subscribe for and purchase,in the aggregate,6,000,000 Class A Ordinary Shares for$10 pershare for an aggregate purchase price equal to$60,000,000;and(ii)the Forward Purchase Agreementsentered into at the time of Artisans initia

195、l public offering with Aspex Master Fund and Pacific AllianceAsia Opportunity Fund L.P.were amended by the Deeds of Novation and Amendment as of September 15,2021,pursuant to which Aspex Master Fund and Pacific Alliance Asia Opportunity Fund L.P.committed tosubscribe for and purchase,in the aggregat

196、e,6,000,000 Class A Ordinary Shares and 1,500,000 Warrants foran aggregate purchase price equal to$60,000,000(such amended Forward Purchase Agreements,the“Amended Forward Purchase Agreements”).The PIPE Subscription Agreements were amended by theAmendment Agreements dated as of March 30,2022(the PIPE

197、 Subscription Agreements,as amended,the“Amended PIPE Subscription Agreements”),pursuant to which,the number of Class A Ordinary Shares tobe purchased by the PIPE Investors was increased to 7,740,000.On the Closing Date,the PIPE Investorspurchased 7,198,200 Class A Ordinary Shares for an aggregate pu

198、rchase price of$55,800,000.The Deeds ofNovation and Amendment were amended by the Deeds of Amendment to Deed of Novation andAmendment on March 30,2022,pursuant to which,among other things,the number of Class A OrdinaryShares to be purchased by each of Aspex Master Fund and Pacific Alliance Asia Oppo

199、rtunity Fund L.P.wasincreased to 3,870,000.On April 29,2022,the Company,Artisan,Pacific Alliance Asia OpportunityFund L.P.and PAG Quantitative Strategies Trading Limited(together with Aspex Master Fund,the“Forward Purchase Investors”)entered into a Deed of Assignment,pursuant to which Pacific Allian

200、ce AsiaOpportunity Fund L.P.assigned to PAG Quantitative Strategies Trading Limited its rights and obligationsunder the Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation andAmendment.In connection with and concurrently with the execution of the BCA Amendment,Prenetic

201、s,Artisan andthe Company entered into the Sponsor Agreement with the Sponsors and the Artisans independentdirectors,pursuant to and subject to the terms of which,among other things,immediately prior to theconsummation of the Initial Merger,Sponsor and the Artisan independent directors contributed,tr

202、ansferred,assigned,conveyed and delivered to Artisan all of their respective right,title and interest in,to and underthe Founder Shares held by them in exchange for Artisan Public Shares,and the Sponsor also surrenderedand forfeited certain Private Placement Warrants for no consideration.In connecti

203、on with the foregoing andimmediately prior to the consummation of the Initial Merger,(i)all 9,133,558 outstanding Founder Sharesheld by Sponsor were and converted into the number of Artisan Public Shares equal to(x)6,933,558,divided by(y)the Class A Exchange Ratio of 1.29;(ii)the aggregate of 100,00

204、0 outstanding FounderShares held by the Artisan independent directors were exchanged and converted into the number of ArtisanPublic Shares equal to(x)100,000,divided by(y)the Class A Exchange Ratio of 1.29;and(iii)the Sponsorautomatically irrevocably surrendered and forfeited to Artisan for no consi

205、deration,as a contribution tocapital,such number of Private Placement Warrants equal to(x)5,857,898 minus(x)the quotient obtainedby dividing 5,857,898 by the Class A Exchange Ratio of 1.29.The Business Combination was consummated on May 18,2022.The transaction was unanimouslyapproved by Artisans boa

206、rd of directors and was approved at the extraordinary general meeting of Artisansshareholders held on May 9,2022,or the“Extraordinary General Meeting.”Artisans shareholders alsovoted to approve all other proposals presented at the Extraordinary General Meeting.As a result of theBusiness Combination,

207、Artisan has become our wholly owned subsidiary.On May 18,2022,Class AOrdinary Shares and Warrants commenced trading on The Nasdaq Stock Market LLC,or“NASDAQ”underthe symbols“PRE”and“PRENW,”respectively.2 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/00011

208、0465922075217/tm2212435-12_f1a.htm17/306TABLE OF CONTENTS Financial Results for the Three Months ended March 31,2022Unaudited condensed consolidated statements of financial position(Expressed in United States dollars unless otherwise indicated)March 31,2022 US$December 31,2021 US$Assets Property,pla

209、nt and equipment 13,889,642 13,037,192 Intangible assets 23,866,729 23,826,282 Goodwill 3,841,604 3,978,065 Deferred tax assets 82,387 79,702 Other non-current assets 637,816 693,548 Non-current assets 42,318,178 41,614,789 Inventories 15,684,851 6,829,226 Trade receivables 59,248,964 47,041,538 Dep

210、osits and prepayments 7,735,135 7,406,197 Other receivables 427,419 411,559 Amounts due from related companies 9,670 9,060 Financial assets at fair value through profit or loss 9,906,000 9,906,000 Cash and cash equivalents 34,246,918 35,288,952 Current assets 127,258,957 106,892,532 Total assets 169

211、,577,135 148,507,321 Liabilities Deferred tax liabilities 740,057 659,498 Preference shares liabilities 517,102,888 486,404,770 Lease liabilities 3,242,210 3,600,232 Non-current liabilities 521,085,155 490,664,500 Trade payables 14,216,664 9,979,726 Accrued expenses and other current liabilities 31,

212、374,348 36,280,298 Contract liabilities 11,548,746 9,587,245 Lease liabilities 1,503,240 1,666,978 Bank loans 12,076,364 Tax payable 2,807,049 1,223,487 Current liabilities 73,526,411 58,737,734 Total liabilities 594,611,566 549,402,234 Equity Share capital 1,493 1,493 Reserves (424,950,903 (400,811

213、,431 Total equity deficiency to equity shareholders of the Company (424,949,410 (400,809,938 Non-controlling interests (85,021 (84,975 Total equity deficiency (425,034,431 (400,894,913 Total equity and liabilities 169,577,135 148,507,321 3)2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.g

214、ov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm18/306TABLE OF CONTENTS Unaudited condensed consolidated statements of profit or loss and other comprehensive income(Expressed in United States dollars unless otherwise indicated,except for share)For the three months ended March 3

215、1,2022 US$December 31,2021 US$March 31,2021 US$Revenue 92,044,049 64,716,261 57,454,154 Direct costs (56,006,216 (40,950,808 (35,519,012 Gross profit 36,037,833 23,765,453 21,935,142 Other income and other net(losses)/gains (29,011 (60,357 551,041 Share of loss of a joint venture (120,873 Selling an

216、d distribution expenses (5,283,146 (10,356,487 (2,354,496 Research and development expenses (3,821,490 (5,459,872 (1,293,175 Administrative and other operating expenses (27,454,847 (38,641,860 (7,661,198 (Loss)/profit from operations (550,661 (30,753,123 11,056,441 Finance costs (2,491,796 (2,462,77

217、9 (35,087 Fair value loss on convertible securities (7,266,092 Fair value loss on preference shares liabilities (28,276,001 (53,513,591 Fair value loss on financial assets at fair value through profit orloss (94,000 Loss on disposal of a subsidiary (292,132 (Loss)/profit before taxation (31,318,458

218、(87,115,625 3,755,262 Income tax(expense)/credit (1,667,438 1,372,620 (1,840,688 (Loss)/profit for the period (32,985,896 (85,743,005 1,914,574 Other comprehensive income for the period Item that may be reclassified subsequently to profit or loss:Exchange differences on translation of:financial stat

219、ements of subsidiaries and a joint ventureoutside Hong Kong (530,738 1,266,712 (3,275 Total comprehensive income for the period (33,516,634 (84,476,293 1,911,299 (Loss)/profit attributable to:Equity shareholders of the Company (32,985,850 (85,742,978 1,917,019 Non-controlling interests (46 (27 (2,44

220、5 (32,985,896 (85,743,005 1,914,574 Total comprehensive income attributable to:Equity shareholders of the Company (33,516,588 (84,476,266 1,913,744 Non-controlling interests (46 (27 (2,445 (33,516,634 (84,476,293 1,911,299 4)2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edg

221、ar/data/1876431/0005217/tm2212435-12_f1a.htm19/306 TABLE OF CONTENTS For the three months ended March 31,2022 US$December 31,2021 US$March 31,2021 US$(Loss)/earnings per share Basic(loss)/earnings per share (2.21 (5.87 0.13 Diluted(loss)/earnings per share (2.21 (5.87 0.04 Weighted averag

222、e number of common shares:Basic 14,932,033 14,596,997 14,543,817 Diluted 14,932,033 14,596,997 49,635,951 Total RevenuesTotal revenues were US$92.0 million,representing an increase of 60.2%from the same period in 2021and 42.2%from the previous quarter.This uplift was mainly driven by strong demand f

223、or our diagnosticsand genetic testing services,including contract awards for provision of COVID-19 testing services grantedby the Hong Kong government and in the U.K.Prenetics has performed and delivered more than 22 millionlaboratory and at-home tests globally as of May 2022.Gross Profit and Gross

224、MarginGross profit increased by US$14.1 million,or 64.3%,from US$21.9 million for the three months endedMarch 31,2021 to US$36.0 million for the three months ended March 31,2022.The increase in gross profitwas primarily due to the increase in revenue outpacing the increase in direct cost.Gross margi

225、n increased from 38.2%for the three months ended March 31,2021 to 39.2%for thethree months ended March 31,2022,primarily due to improved cost management in diagnostic testingservices.(Loss)/profit from operations(Loss)/profit from operations decreased by US$11.5 million,or 105.0%,from profit from op

226、erations ofUS$11.1 million for the three months ended March 31,2021 to loss from operations of US$0.6 million forthe three months ended March 31,2022.The loss was primarily due to increase of non-cash share-basedpayment associated with an increase in the equity value of our Company.Adjusted EBITDA a

227、nd Adjusted Gross Profit(non-IFRS)Adjusted EBITDA(non-IFRS)was US$12.7 million for the three months ended March 31,2022,compared with adjusted EBITDA(non-IFRS)of US$12.5 million for the same period in 2021.Adjustedgross profit(non-IFRS)was US$36.5 million for the three months ended March 31,2022,com

228、pared withadjusted gross profit(non-IFRS)of US$22.1 million for the same period in 2021.The increase was mainlydue to increased operating efficiencies and scalability of the business.Cash BalanceAs of March 31,2022,we had cash and cash equivalents of US$34.2 million,compared withUS$35.3 million as o

229、f December 31,2021.Adjusted EBITDA(non-IFRS)represents(loss)/profit from operations under IFRS before equity-settled share-based payment expenses,depreciation and amortization,other strategic financing,transactional expense and non-operating expense,and finance income,exchange gain or loss.See the s

230、ection titled“Unaudited FinancialInformation and Non-IFRS Financial Measures”and the table captioned“Reconciliation of(Loss)/profit fromOperations under IFRS and Adjusted EBITDA(Non-IFRS)”for more details.Adjusted gross profit(non-IFRS)represents gross profit before deduction of depreciation and amo

231、rtizationexpenses.See the section titled“Unaudited Financial Information and Non-IFRS Financial Measures”and the tablecaptioned“Reconciliation of Gross Profit under IFRS and Adjusted Gross Profit(Non-IFRS)”for more details.5)12122022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives

232、/edgar/data/1876431/0005217/tm2212435-12_f1a.htm20/306TABLE OF CONTENTS Unaudited Financial Information and Non-IFRS Financial MeasuresTo supplement our consolidated financial statements prepared in accordance with InternationalFinancial Reporting Standards(“IFRS”),we are providing non-IF

233、RS measures,Adjusted EBITDA andadjusted gross profit.These non-IFRS financial measures are not based on any standardized methodologyprescribed by IFRS and are not necessarily comparable to similarly-titled measures presented by othercompanies.We believe these non-IFRS financial measures are useful t

234、o investors in evaluating our ongoingoperating results and trends.We are excluding from some or all of its non-IFRS operating results(1)Equity-settled share-basedpayment expenses,(2)depreciation and amortization,(3)finance income and exchange gain or loss,and(4)other discretionary items determined b

235、y management.These non-IFRS financial measures are limited invalue because they exclude certain items that may have a material impact on the reported financial results.We account for this limitation by analyzing results on an IFRS basis as well as a non-IFRS basis and also byproviding IFRS measures

236、in our public disclosures.In addition,other companies,including companies in the same industry,may not use the same non-IFRS measures or may calculate these metrics in a different manner than management or may use otherfinancial measures to evaluate their performance,all of which could reduce the us

237、efulness of these non-IFRS measures as comparative measures.Because of these limitations,our non-IFRS financial measuresshould not be considered in isolation from,or as a substitute for,financial information prepared inaccordance with IFRS.Investors are encouraged to review the non-IFRS reconciliati

238、ons provided in thetables below.Reconciliation of(Loss)/profit from Operations under IFRS and Adjusted EBITDA(Non-IFRS)For the three months ended March 31,2022 US$December 31,2021 US$March 31,2021 US$(Loss)/profit from operations under IFRS (550,661 (30,753,123 11,056,441 Equity-settled share-based

239、payment expenses 9,377,115 9,519,883 246,697 Depreciation and amortization 2,155,295 3,001,225 1,127,825 Other strategic financing,transactional expense and non-operating expense 1,695,185 12,286,488 502,684 Finance income,exchange gain or loss,net 31,772 44,793 (397,335 Adjusted EBITDA(Non-IFRS)12,

240、708,706 (5,900,734 12,536,312 Reconciliation of Gross Profit under IFRS and Adjusted Gross Profit(Non-IFRS)For the three months ended March 31,2022 US$December 31,2021 US$March 31,2021 US$Gross profit under IFRS 36,037,833 23,765,453 21,935,142 Depreciation and amortization 417,619 380,264 205,392 A

241、djusted gross profit(Non-IFRS)36,455,452 24,145,717 22,140,534 Emerging Growth CompanyWe qualify as an“emerging growth company”as defined in the JOBS Act,and we will remain an“emerging growth company”until the earliest to occur of(i)the last day of the fiscal year(a)following thefifth anniversary of

242、 the closing of the Business Combination,(b)in which we have total annual grossrevenue of at least$1.07 billion or(c)in which we are deemed to be a large accelerated filer,which meansthe market value of our shares held by non-affiliates exceeds$700 million as of the last business day of our 6)2022/1

243、2/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm21/306TABLE OF CONTENTS prior second fiscal quarter,we have been subject to Exchange Act reporting requirements for at least 12calendar months;and filed at least one annual rep

244、ort,and(ii)the date on which we issued more than$1.0 billion in non-convertible debt during the prior three-year period.We intend to take advantage ofexemptions from various reporting requirements that are applicable to most other public companies,whetheror not they are classified as“emerging growth

245、 companies,”including,but not limited to,an exemption fromthe provisions of Section 404(b)of the Sarbanes-Oxley Act requiring that our independent registered publicaccounting firm provide an attestation report on the effectiveness of our internal control over financialreporting and reduced disclosur

246、e obligations regarding executive compensation.In addition,Section 102(b)(1)of the JOBS Act exempts“emerging growth companies”from beingrequired to comply with new or revised financial accounting standards until private companies(that is,thosethat have not had a Securities Act registration statement

247、 declared effective or do not have a class ofsecurities registered under the Exchange Act)are required to comply with the new or revised financialaccounting standards.The JOBS Act provides that a company can elect to opt out of the extended transitionperiod and comply with the requirements that appl

248、y to non-emerging growth companies but any suchelection to opt out is irrevocable.We have elected not to opt out of such extended transition period,whichmeans that when a standard is issued or revised and it has different application dates for public or privatecompanies,we,as an emerging growth comp

249、any,can adopt the new or revised standard at the time privatecompanies adopt the new or revised standard.This may make comparison of our financial statements withcertain other public companies difficult or impossible because of the potential differences in accountingstandards used.Furthermore,even a

250、fter we no longer qualify as an“emerging growth company,”as long as wecontinue to qualify as a foreign private issuer under the Exchange Act,we will be exempt from certainprovisions of the Exchange Act that are applicable to U.S.domestic public companies,including,but notlimited to,the sections of t

251、he Exchange Act regulating the solicitation of proxies,consents or authorizationsin respect of a security registered under the Exchange Act;the sections of the Exchange Act requiringinsiders to file public reports of their stock ownership and trading activities and liability for insiders whoprofit f

252、rom trades made in a short period of time;and the rules under the Exchange Act requiring the filingwith the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specifiedinformation,or current reports on Form 8-K,upon the occurrence of specified significant events.Inadditio

253、n,we will not be required to file annual reports and financial statements with the SEC as promptly asU.S.domestic companies whose securities are registered under the Exchange Act,and are not required tocomply with Regulation FD,which restricts the selective disclosure of material information.Foreign

254、 Private IssuerWe are subject to the information reporting requirements of the Securities Exchange Act of 1934,or“the Exchange Act,”that are applicable to“foreign private issuers,”and under those requirements we filereports with the SEC.As a foreign private issuer,we are not subject to the same requ

255、irements that areimposed upon U.S.domestic issuers by the SEC.Under the Exchange Act,we are subject to reportingobligations that,in certain respects,are less detailed and less frequent than those of U.S.domestic reportingcompanies.For example,we are not required to issue quarterly reports,proxy stat

256、ements that comply withthe requirements applicable to U.S.domestic reporting companies,or individual executive compensationinformation that is as detailed as that required of U.S.domestic reporting companies.We also havefour months after the end of each fiscal year to file our annual reports with th

257、e SEC and are not required tofile current reports as frequently or promptly as U.S.domestic reporting companies.Furthermore,ourofficers,directors and principal shareholders are exempt from the requirements to report transactions in ourequity securities and from the short-swing profit liability provi

258、sions contained in Section 16 of theExchange Act.As a foreign private issuer,we are also not subject to the requirements of Regulation FD(Fair Disclosure)promulgated under the Exchange Act.These exemptions and leniencies reduce thefrequency and scope of information and protections available to you i

259、n comparison to those applicable toshareholders of U.S.domestic reporting companies.Our Corporate InformationWe are an exempted company limited by shares incorporated on July 21,2021 under the laws of theCayman Islands.Our registered office is at Unit 701-706,K11 Atelier Kings Road,728 Kings Road,7

260、2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm22/306 TABLE OF CONTENTS Quarry Bay,Hong Kong and our telephone number is+852-2210-9588.Our website ishttps:/ information contained in,or accessible through,our website d

261、oes notconstitute a part of this prospectus.The SEC maintains an internet site that contains reports,proxy and information statements,and otherinformation regarding issuers,such as we,that file electronically,with the SEC at www.sec.gov.Our agent for service of process in the United States is Cogenc

262、y Global Inc.,122 East 42nd Street,18th Floor New York,N.Y.10168.Our Organizational StructureThe following diagram depicts a simplified organizational structure of the Company as of the datehereof.Summary Risk FactorsInvesting in our securities entails a high degree of risk as more fully described u

263、nder“Risk Factors.”You should carefully consider such risks before deciding to invest in our securities.We face various legal and operational risks associated with doing business in Hong Kong,which couldresult in a material change in our operations in Hong Kong,cause the value of our securities to s

264、ignificantlydecline or become worthless,and significantly limit or completely hinder our ability to accept foreigninvestments and offer or continue to offer securities to foreign investors.These risks include,but are notlimited to:We are a Cayman Islands holding company with operations primarily con

265、ducted through ouroperating subsidiaries.Accordingly,our shareholders will be holding equity interest in a CaymanIslands holding company and not equity of our operating subsidiaries.Historically,we held a minority interest in a genomics business in mainland China through ShenzhenDiscover Health Tech

266、nology Co.,Ltd.(the“VIE Entity”),a PRC limited liability company,byentering into a series of contractual arrangements with the VIE Entity and its nominee shareholdersthrough our wholly owned PRC subsidiary,Qianhai Prenetics Technology(Shenzhen)Co.,Ltd.(the“WFOE”).On November 26,2021,the agreements g

267、overning the VIE Entity were terminated withimmediate effect.As a result,our corporate structure no longer contains any VIE.While our currentcorporate structure does not contain any VIE and we have no intention establishing any VIEs in PRCin the future,if in the future our structure were to contain

268、a VIE,the PRC regulatory authoritiescould disallow the VIE structure,which would likely result in a material adverse change in ouroperations,and our securities may decline significantly in value or become worthless.Our business,financial condition and results of operations,and/or the value of our se

269、curities or ourability to offer or continue to offer securities to investors may be materially and adversely affected tothe extent the laws and regulations of the PRC become applicable to us.In that case,we may besubject to the risks and uncertainties associated with the evolving laws and regulation

270、s in the PRC,8 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm23/306 TABLE OF CONTENTS their interpretation and implementation,and the legal and regulatory system in the PRC moregenerally,including with respect to the

271、 enforcement of laws and the possibility of changes of rulesand regulations with little or no advance notice.Although we currently do not have any businessoperations in mainland China,and our corporate structure does not contain any variable interestentity,given our substantial operations in Hong Ko

272、ng and the Chinese governments significantoversight authority over the conduct of business in Hong Kong,and we face risks and uncertaintiesassociated with the complex and evolving PRC laws and regulations and as to whether and how thePRC government statements and regulatory developments,such as thos

273、e relating to VIE,data andcyberspace security,and anti-monopoly concerns,would be applicable to a company like us.TheChinese government may,in the future,seek to affect operations of any company with any level ofoperations in mainland China or Hong Kong,including its ability to offer securities to i

274、nvestors,listits securities on a U.S.or other foreign exchange,conduct its business or accept foreign investment.Should the Chinese government seek to affect operations of any company with any level ofoperations in Hong Kong,or should certain PRC laws and regulations or these statements orregulatory

275、 actions become applicable to us in the future,it would likely have a material adverseimpact on our business,financial condition and results of operations,our ability to accept foreigninvestments and our ability to offer or continue to offer securities to investors on a U.S.or otherinternational sec

276、urities exchange,any of which may cause the value of our securities to significantlydecline or become worthless.For example,if the PRC regulatory actions on data security or otherdata-related laws and regulations were to apply to us,we could become subject to certaincybersecurity and data privacy ob

277、ligations,including the potential requirement to conduct acybersecurity review for our listing at a foreign stock exchange,and the failure to meet suchobligations could result in penalties and other regulatory actions against us and may materially andadversely affect our business and results of oper

278、ations.Our securities may be delisted or prohibited from being traded“over-the-counter”under the HFCAAct if we have filed an annual report containing an audit report issued by a registered publicaccounting firm that the PCAOB has determined it is unable to inspect or investigate completelybecause of

279、 a position taken by an authority in the foreign jurisdiction and is identified by the SEC asa“Commission-Identified Issuer”for three consecutive years.On December 16,2021,the PCAOBissued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public ac

280、counting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by one or more authorities in such jurisdictions.Since our auditor is located in HongKong,it is included on a list of audit firms the PCAOB determined it is unable to inspect orinvestigate completely because of

281、 a position taken by one or more authorities in Hong Kong,and istherefore subject to the PCAOBs determination.The delisting or the cessation of trading“over-the-counter”of our securities,or the threat of being delisted or prohibited,may materially and adverselyaffect the value and/or liquidity of yo

282、ur investment.The Accelerating Holding Foreign CompaniesAccountable Act,passed by the U.S.Senate and if enacted,would require foreign companies tocomply with the PCAOB audits within two consecutive years instead of three consecutive years andtherefore reduce the time period for triggering the listin

283、g and trading prohibitions from three years totwo years.Additionally,since the PCAOB is currently unable to conduct full inspections orinvestigations of our auditor,our investors would be deprived of the benefits of such inspections orinvestigations.The mainland Chinese government has significant ov

284、ersight,discretion or control over the manner inwhich companies incorporated under the laws of mainland China must conduct their businessactivities,but as we operate in Hong Kong and not mainland China,the mainland Chinesegovernment currently does not exert direct oversight and discretion over the m

285、anner in which weconduct our business activities.However,there is no guarantee that the mainland Chinesegovernment will not seek to intervene or influence our operations at any time.If we were to becomesubject to such oversight,discretion or control,including over overseas offerings of securities an

286、d/orforeign investments,it may result in a material adverse change in our operations,significantly limitor completely hinder our ability to offer or continue to offer securities to investors and cause thevalue of our securities to significantly decline or be worthless,which would materially affect t

287、heinterests of the investors.There also can be no assurance that the mainland Chinese government willnot intervene or impose restrictions on our ability to transfer or distribute cash within ourorganization,which could result 9 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/

288、edgar/data/1876431/0005217/tm2212435-12_f1a.htm24/306 TABLE OF CONTENTS in an inability or prohibition on making transfers or distributions to entities outside of Hong Kongand adversely affect our business.See“Selected Historical Financial Data of Prenetics”for ourcondensed consolidating

289、schedules,including the WFOE,the VIE Entity and other subsidiaries of us,respectively,starting on page 74 of this prospectus.Implementation of the National Security Law in Hong Kong involves uncertainty,and the policypronouncements by the PRC government regarding business activities of U.S.-listed C

290、hinesebusinesses may negatively impact our existing and future operations in Hong Kong.We are an exempted company limited by shares incorporated under the laws of the Cayman Islandsand we conduct a majority of our operations outside the United States.Substantially all of our assetsare located outsid

291、e the United States.A majority of our officers and directors reside outside theUnited States and in Hong Kong,and a substantial portion of the assets of those persons are locatedoutside of the United States.None of our officers or directors reside in mainland China.As a result,it may be difficult fo

292、r investors to effect service of process within the United States upon ourdirectors or officers who reside in Hong Kong or outside the United States,to bring original actionsin Hong Kong or outside the United States based on the securities laws of the United States againstour directors or officers w

293、ho reside in Hong Kong or outside the United States,or to enforcejudgments obtained in the United States courts against our directors or officers in Hong Kong oroutside the United States.See“Risk FactorsRisks Related to the Companys SecuritiesYoumay face difficulties in protecting your interests,and

294、 your ability to protect your rights through U.S.courts may be limited,because we are incorporated under the laws of the Cayman Islands,and weconduct substantially all of our operations,and a majority of our directors and executive officersreside,outside of the United States.”For additional detail o

295、n these and other risks,see“Risk FactorsRisks Relating to Doing Business inHong Kong”starting on page 13 of this prospectus.In addition,there are various risks related to our business and operations,which include,but are notlimited to:A significant portion of our historical revenue was,and our near-

296、term revenue will be generated,from our COVID-19 testing services,the demand for which may be substantially reduced with theproduction and widely administered use of an efficacious vaccine or treatment for COVID-19,andour failure to drive significant revenues from other products and services and exp

297、and our overallcustomer base would harm our business and results of operation.The diagnostic testing market,particularly with respect to COVID-19 testing services,is highlycompetitive,and many of our competitors are larger,better established and have greater financial andother resources.The consumer

298、 genetic testing market is highly competitive,and many of our competitors are moreestablished and have stronger marketing capabilities and greater financial resources,which presents acontinuous threat to the success of our consumer genetic testing business.Our near-term success is highly dependent o

299、n the successful launch of Circle HealthPod and thecontinued commercialization of our COVID-19 testing services and other products in our targetgeographies.If our existing or new service or product offerings are unable to attain marketacceptance or be successfully commercialized in all or any of the

300、se jurisdictions,our business andfuture prospects could be materially and adversely affected.We rely substantially on third-party contract manufacturers for the manufacturing,quality-testing,assembly and shipping of our COVID-19 test kit and other testing products.Any termination ofsignificant right

301、s under the existing arrangements would disrupt our ability to sell and distribute ourCOVID-19 test kit and other products until and unless we find new contract manufacturers,whichwould materially and adversely affect our business.We have a number of pipeline products that are currently in the R&D p

302、hase,including CircleMedical,Circle SnapShot,future assays of Circle HealthPod,Circle One and F1x and Fem,and maynot be successful in our efforts to develop any of these or other products into marketable products.10 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1

303、876431/0005217/tm2212435-12_f1a.htm25/306 TABLE OF CONTENTS Any failure to develop these or other products or any delay in the development could adversely affectour business and future prospects.If we are not successful in leveraging our platform to discover,develop and commercialize addi

304、tionalproducts,our ability to expand our business and achieve our strategic objectives would be impaired.If our products and services do not deliver reliable results as expected,our reputation,business andoperating results will be adversely affected.For additional detail on these and other risks,see

305、“Risk FactorsKey Risks Relating to OurBusiness”starting on page 18 of this prospectus.11 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm26/306(i)(ii)(iii)TABLE OF CONTENTS THE OFFERINGThe summary below describes the p

306、rincipal terms of the offering.The“Description of Share Capital”section of this prospectus contains a more detailed description of the Companys Class A Ordinary Sharesand Warrants.Securities being registered forresale by the SellingSecurityholders named in theprospectusUp to 60,441,798 Class A Ordin

307、ary Shares,which includes:7,198,200 Class A Ordinary Shares issued in the PIPEInvestment;7,740,000 Class A Ordinary Shares issued to the ForwardPurchase Investors;6,933,558 Class A Ordinary Shares issued to the Sponsorpursuant to the Initial Merger;100,000 Class A Ordinary Shares issued to the Artis

308、anDirectors pursuant to the Initial Merger;9,713,864 Class A Ordinary Shares issuable upon theconversion of 9,713,864 Class B Ordinary Shares issued toDa Yeung Limited pursuant to the Acquisition Merger;anda total of 28,756,176 Class A Ordinary Shares issued tocertain prior shareholders of Prenetics

309、 pursuant to theAcquisition Merger,up to 6,041,007 Private Warrants issued to the Sponsor and theForward Purchase Investors pursuant to the Initial Merger,andup to 7,792,898 Class A Ordinary Shares issuable uponexercises of the Private Warrants.Terms of WarrantsEach Warrant entitles the holder to pu

310、rchase 1.29 Class A OrdinaryShares at a price of$8.91 per 1.29 shares,subject to adjustmentpursuant to the terms of the Assignment,Assumption andAmendment Agreement and the Existing Warrant Agreement.OurWarrants expire on May 18,2027,at 5:00 p.m.,New York Citytime.Offering pricesThe securities offer

311、ed by this prospectus may be offered and sold atprevailing market prices,privately negotiated prices or such otherprices as the Selling Securityholders may determine.See“Plan ofDistribution.”Ordinary shares issued andoutstanding prior to anyexercise of Warrants101,265,483 Class A Ordinary Shares and

312、 9,713,864 Class BShares.Warrants issued and outstanding17,352,393 Warrants.Use of proceedsAll of the securities offered by the Selling Securityholders pursuantto this prospectus will be sold by the Selling Securityholders fortheir respective accounts.We will not receive any of the proceedsfrom such

313、 sales,except with respect to amounts received by us uponexercise of the Warrants to the extent such Warrants are exercisedfor cash.12 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm27/306TABLE OF CONTENTS Assuming th

314、e exercise of all outstanding warrants for cash,wewould receive aggregate proceeds of approximately$154.6 million.However,we will only receive such proceeds if all the Warrantholders exercise all of their Warrants.The exercise price of ourWarrants is$8.91 per 1.29 shares(or an effective price of$6.9

315、1 pershare),subject to adjustment.We believe that the likelihood thatwarrant holders determine to exercise their warrants,and thereforethe amount of cash proceeds that we would receive,is dependentupon the market price of our Class A Ordinary Shares.If the marketprice for our Class A Ordinary Shares

316、 is less than the exercise priceof the warrants(on a per share basis),we believe that warrantholders will be very unlikely to exercise any of their warrants,andaccordingly,we will not receive any such proceeds.There is noassurance that the warrants will be“in the money”prior to theirexpiration or th

317、at the warrant holders will exercise their warrants.As of June 9,2022,the closing price of our Class A Ordinary Shareswas$4.43 per share.Holders of the Private Warrants have theoption to exercise the Private Warrants on a cashless basis inaccordance with the Existing Warrant Agreement.To the extent

318、thatany warrants are exercised on a cashless basis,the amount of cashwe would receive from the exercise of the warrants will decrease.Dividend PolicyWe have never declared or paid any cash dividend on our Class AOrdinary Shares.We currently intend to retain any future earningsand do not expect to pa

319、y any dividends in the foreseeable future.Any further determination to pay dividends on our ordinary shareswould be at the discretion of our board of directors,subject toapplicable laws,and would depend on our financial condition,results of operations,capital requirements,general businessconditions,

320、and other factors that our board of directors may deemrelevant.Market for our Class A OrdinaryShares and WarrantsOur Class A Ordinary Shares and Warrants are listed on NASDAQunder the trading symbols“PRE”and“PRENW,”respectively.Risk factorsProspective investors should carefully consider the“Risk Fac

321、tors”for a discussion of certain factors that should be considered beforebuying the securities offered hereby.13 2022/12/13tm2212435-12_f1a-block-73.3909177shttps:/www.sec.gov/Archives/edgar/data/1876431/0005217/tm2212435-12_f1a.htm28/306TABLE OF CONTENTS RISK FACTORSYou should carefully

322、consider the following risk factors,together with all of the other informationincluded in this prospectus,before making an investment decision.The occurrence of one or more of theevents or circumstances described in these risk factors,alone or in combination with other events orcircumstances,may hav

323、e a material adverse effect on our business,financial condition,results ofoperations,prospects and trading price.The risks discussed below may not prove to be exhaustive and arebased on certain assumptions made by us,which later may prove to be incorrect or incomplete.We may faceadditional risks and

324、 uncertainties that are not presently known to us,or that are currently deemedimmaterial,but which may also ultimately have an adverse effect on us.The trading price and value of ourClass A Ordinary Shares and Warrants could decline due to any of these risks,and you may lose all or partof your inves

325、tment.This prospectus and any prospectus supplement or related free writing prospectus alsocontain forward-looking statements that involve risks and uncertainties.Our actual results could differmaterially from those anticipated in these forward-looking statements as a result of certain factors,inclu

326、ding the risks faced by us described below and elsewhere in this prospectus and any prospectussupplement or related free writing prospectus.Risks Relating to Our Business and IndustryRisks Relating to Doing Business in Hong KongOur business,financial condition and results of operations,and/or the va

327、lue of our securities or our ability to offeror continue to offer securities to investors may be materially and adversely affected to the extent the laws andregulations of the PRC become applicable to us.In that case,we may be subject to the risks and uncertaintiesassociated with the evolving laws a

328、nd regulations in the PRC,their interpretation and implementation,and the legaland regulatory system in the PRC more generally,including with respect to the enforcement of laws and thepossibility of changes of rules and regulations with little or no advance notice.We currently own three subsidiaries

329、 incorporated under the laws of mainland China with nobusiness operations.Two of these subsidiaries are inactive and the third subsidiary historically held aminority interest in a genomics business in mainland China(the“China Investment”)through a series ofcontractual arrangements with a PRC domesti

330、c company(the“VIE Entity”).For the years endedDecember 31,2019,December 31,2020 and December 31,2021,we generated all of our revenue from ourbusinesses outside of mainland China,and for the financial year ended December 31,2020,we assessed therecoverable amount of our equity interest in the China In

331、vestment and based on such assessment,thecarrying amount of the interest in the China Investment was written down to our recoverable amount of nil,which was determined based on the value in use.On November 26,2021,each of the agreements governingthe VIE Entity was terminated with immediate effect.Mo

332、reover,we do not sell any testing products inmainland China or solicit any customer or collect,host or manage any customers personal data in mainlandChina.Nor do we have access to any personal data of any customer in mainland China that is collected,hosted or managed by the China Investment.Accordin

333、gly,we believe that the laws and regulations ofmainland China including the developments in cybersecurity laws and regulations of mainland China,donot currently have any material impact on our business,financial condition and results of operations or thelisting of our securities,notwithstanding the fact that we have substantial operations in Hong Kong.Pursuant to the Basic Law of the Hong Kong Spe