As confidentially submitted to the Securities and Exchange Commission on September 30, 2021.

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

Prenetics Global Limited

(Exact Name of Registrant as Specified in Its Charter)

Unit 701-706, K11 Atelier King’s Road
728 King’s Road, Quarry Bay
Hong Kong
+852 2210-9588
(Address, including zip code, and telephone number, including area code, of Registrant’s 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:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

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

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 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 its Accounting Standards Codification after April 5, 2012.

​

​

(1)

Represents Class A ordinary shares, par value $0.0001 per share (“PubCo Class A Ordinary Shares”), of the registrant (“PubCo”) to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein (the “Business Combination”), and includes (a) 33,934,235 PubCo Class A Ordinary Shares to be issued to holders of Class A ordinary shares, par value $0.0001 per share, of Artisan Acquisition Corp. (“Artisan Public Shares”), an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Artisan”), (b) 9,983,558 PubCo Class A Ordinary Shares to be issued to holders of Class B ordinary shares, par value $0.0001 per share, of Artisan (“Founder Shares” and collectively with the Artisan Public Shares, the “Artisan Shares”), (c) up to             PubCo Class A Ordinary Shares to be issued to the existing shareholders of Prenetics Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Prenetics”), and (d) 11,311,411 PubCo Class A Ordinary Shares issuable upon exercise of warrants of PubCo to be issued to holders of public warrants of Artisan (“Artisan Public Warrant”), all in connection with the Business Combination (“PubCo Warrants”).

​

(2)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $       (the implied price of Artisan Public Shares based on the implied average of the high and low prices of Artisan Public Shares as reported on NASDAQ on   , 2021) multiplied by (ii)    PubCo Class A Ordinary Shares issuable in connection with the Business Combination.

​

(3)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927.

​

(4)

Represents PubCo Warrants to be issued to holders of Artisan Public Warrants in connection with the Business Combination.

​

(5)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $       (the average of the high and low prices of the Artisan Public Warrants as reported on NASDAQ on   , 2021) multiplied by (ii) 11,311,411 Artisan Public Warrants.

​

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2021​

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

Artisan Acquisition Corp.

and

PROSPECTUS FOR UP TO         CLASS A ORDINARY SHARES, 11,311,411 WARRANTS AND

11,311,411 CLASS A ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS

OF

Prenetics Global Limited

The board of directors of Artisan Acquisition Corp. (the “Artisan Board”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, has unanimously approved the Business Combination Agreement, dated September 15, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Artisan, Prenetics Global Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), AAC Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Artisan Merger Sub”), PGL Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Prenetics Merger Sub”) and Prenetics Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Prenetics”), pursuant to which (i) Artisan shall merge with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as a wholly-owned subsidiary of PubCo (the “Initial Merger”) and (ii) following the Initial Merger, Prenetics Merger Sub shall merge with and into Prenetics, with Prenetics being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Acquisition Merger”, and collectively with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. At the consummation of the Business Combination, PubCo’s amended and restated memorandum and articles of association (the “Amended PubCo Articles”) shall be substantially in the form attached to this proxy statement/prospectus as Annex B.

Artisan shareholders are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. As a result of, and upon consummation of, the Business Combination, each of Artisan Merger Sub and Prenetics shall be a wholly-owned subsidiary of PubCo, and PubCo shall become a new public company owned by the prior shareholders of Artisan, the prior shareholders of Prenetics, the Forward Purchase Investors and certain third-party investors (the “PIPE Investors”). PubCo has applied for listing, to be effective upon the consummation of the Initial Merger, of its Class A ordinary shares, par value $0.0001 per share (“PubCo Class A Ordinary Shares”) and warrants to purchase PubCo Class A Ordinary Shares (“PubCo Warrants”) on the Nasdaq Stock Market (“NASDAQ”) under the symbols “PRE” and “PREW,” respectively.

Pursuant to the Business Combination Agreement, upon the consummation of the Initial Merger: (i) each of Artisan’s units (“Units”) (each consisting of one Artisan Public Share and one-third of one Artisan Public Warrant) issued and outstanding immediately prior to the effective time of the Initial Merger (the “Initial Merger Effective Time”) shall be automatically separated and the holder thereof shall be deemed to hold one Artisan Public Share and one-third of an Artisan Public Warrant; provided, that, no fractional Artisan Public Warrants shall be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Artisan Public Warrant upon such separation, the number of Artisan Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Artisan Public Warrants and no cash will be paid in lieu of such fractional Artisan Public Warrants; (ii) immediately following the separation of each Unit, each Class A ordinary share, par value $0.0001 per share, of Artisan (“Artisan Public Shares”) and each Class B ordinary share, par value $0.0001 per share, of Artisan (“Founder Shares” collectively with Artisan Public Shares, “Artisan Shares”) (excluding Artisan Public Shares that are held by Artisan shareholders that validly exercise their redemption rights, Artisan Shares that are held by Artisan shareholders that exercise and perfect their relevant dissenters’ rights and Artisan treasury shares) issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled in exchange for the right to receive one newly issued PubCo Class A Ordinary Share; and (iii) each whole warrant of Artisan outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Artisan Public Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share, subject to substantially the same terms and conditions prior to the Initial Merger Effective Time.

In addition, pursuant to the Business Combination Agreement, upon the consummation of the Acquisition Merger: (i) each ordinary share, par value $0.0001 per share of Prenetics (“Prenetics Ordinary Shares”) and each preferred share, par value $0.0001 per share of Prenetics (“Prenetics Preferred Shares” and collectively with Prenetics Ordinary Shares, “Prenetics Shares”) (excluding Prenetics Shares that are held by Prenetics shareholders that exercise and perfect their relevant dissenters’ rights, Prenetics Shares held by Danny Yeung (“Prenetics Key Executive Shares”) and Prenetics treasury shares) issued and outstanding immediately prior to the effective time of the Acquisition Merger (the “Acquisition Effective Time”) shall be cancelled in exchange for the right to receive such fraction of a newly issued PubCo Class A Ordinary Share that is equal to the Exchange Ratio (defined below), without interest, subject to rounding up to the nearest whole PubCo Class A Ordinary Share with respect to the total number of PubCo Class A Ordinary Shares to be received by each Prenetics shareholder ; and (ii) each of the Prenetics Key Executive Shares issued and outstanding immediately prior to the Acquisition Merger Time shall be cancelled in exchange for the right to receive such fraction of a newly issued convertible Class B ordinary share, par value $0.0001 per share of Pubco (“PubCo Class B Ordinary Shares” and collectively with PubCo Class A Ordinary Shares, “PubCo Ordinary Shares”) that is equal to the Exchange Ratio without interest, subject to rounding up to the nearest whole PubCo Class B Ordinary Share with respect to the total number of PubCo Class B Ordinary Shares to be received by Danny Yeung. The newly issued PubCo Class B Ordinary Shares will have the same economic terms as the newly issued PubCo Class A Ordinary Shares, but each PubCo Class B Ordinary Share will, among other rights, be entitled to twenty (20) votes per share compared with one (1) vote per share for PubCo Class A Ordinary Shares with all PubCo Ordinary Shares voting together as a single class on most matters. See “Description of PubCo Securities.” Mr. Yeung will beneficially own all of the issued PubCo Class B Ordinary Shares immediately following the consummation of the Business Combination. As a result, it is expected that Mr. Yeung will beneficially own approximately 60.7% of the total voting power of all issued and outstanding PubCo Ordinary Shares voting together as a single class immediately following the consummation of the Business Combination, assuming that (i) no shareholders of Artisan elect to have their Artisan Public Shares redeemed for cash in connection with the Business Combination as permitted by Artisan’s amended and restated memorandum and articles of association (the “No Redemption Scenario”); (ii) that no Artisan shareholder exercises its dissenters’ rights; (iii) that no Prenetics shareholder exercises its dissenters’ rights; and (iv)  no shares underlying Prenetics’s outstanding restricted share units will be issued upon consummation of the Business Combination. If the actual facts differ from these assumptions, this percentage will be different.

Substantially concurrently with the execution and delivery of the Business Combination Agreement, Artisan’s Forward Purchase Agreements dated March 1, 2021 were amended by the Deeds of Novation and Amendment as of September 15, 2021, and pursuant to such Deeds of Novation and Amendment, (i) Aspex Master Fund, an exempted company incorporated under the laws of the Cayman Islands, has agreed to purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate price equal to $30,000,000 immediately prior to the Acquisition Effective Time and (ii) Pacific Alliance Asia Opportunity Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands (together with Aspex Master Fund, the “Forward Purchase Investors”) has agreed to purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate price equal to $30,000,000 immediately prior to the Acquisition Effective Time.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at the Extraordinary General Meeting of shareholders of Artisan scheduled to be held on                 , 2021.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Artisan shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 48 of this proxy statement/prospectus.

The Artisan Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that the Artisan shareholders vote FOR all of the proposals presented to the shareholders at the Extraordinary General Meeting. When you consider the Artisan Board’s recommendation of these proposals, you should keep in mind that Artisan’s directors and officer have interests in the Business Combination that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Interests of Artisan’s Directors and Officer in the Business Combination.”

This proxy statement/prospectus is dated                 , 2021 and is first being mailed to Artisan shareholders on or about                 , 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by PubCo, Artisan or Prenetics. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/​prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of PubCo, Artisan or Prenetics since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

 

 

PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2021

ARTISAN ACQUISITION CORP.
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands

Dear Artisan Acquisition Corp. Shareholders:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Artisan Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Artisan”), at           AM           time, on           , 2021 at                 and virtually over the Internet via live audio webcast at                 , and on such other date and at such other place to which the meeting may be adjourned. While as a matter of Cayman Islands law we are required to have a physical location for the meeting, we are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Artisan shareholders and Artisan, and (ii) to promote social distancing pursuant to guidance provided by the SEC due to COVID-19. We encourage shareholders to attend the Extraordinary General Meeting virtually. The virtual meeting format allows attendance from any location in the world. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the accompanying proxy statement/prospectus.

The Extraordinary General Meeting shall be held for the following purpose:

1.

to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and authorize, the business combination and other transactions contemplated by the Business Combination Agreement, dated September 15, 2021 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Prenetics Global Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Artisan, AAC Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Artisan Merger Sub”), PGL Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Prenetics Merger Sub”) and Prenetics Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Prenetics”). The Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A;

​

2.

to consider and vote upon a proposal to approve and authorize, assuming the Business Combination Proposal is approved and adopted, the Initial Merger and the Plan of Initial Merger by and among Artisan, Artisan Merger Sub and PubCo, substantially in the form attached as Exhibit F to the Business Combination Agreement (the “Initial Merger Proposal”); and

​

3.

to consider and vote upon, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of Artisan Public Shares, have elected to redeem an amount of Artisan Public Shares such that the minimum available cash condition contained in the Business Combination Agreement would not be satisfied (the “Adjournment Proposal”).

​

The Business Combination Proposal and, if presented, the Adjournment Proposal shall require approval by the Artisan shareholders as an ordinary resolution. The Initial Merger Proposal shall require approval by the Artisan shareholders as a special resolution. Only holders of record of Artisan Shares at the close of business on           , 2021 (the “record date”) are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

1.

(i) Artisan shall merge with and into Artisan Merger Sub, with Artisan Merger Sub being the

​

 

 

surviving entity and remaining as a wholly-owned subsidiary of PubCo and (ii) following the Initial Merger, Prenetics Merger Sub shall merge with and into Prenetics, with Prenetics being the surviving entity and becoming a wholly-owned subsidiary of PubCo; and

2.

(i) each of the Units (each consisting of one Artisan Public Share and one-third of one Artisan Public Warrant) issued and outstanding immediately prior to the Initial Merger Effective Time shall be automatically separated and the holder thereof shall be deemed to hold one Artisan Public Share and one-third of an Artisan Public Warrant; provided that, no fractional Artisan Public Warrants shall be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Artisan Public Warrant upon such separation, the number of Artisan Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Artisan Public Warrants and no cash will be paid in lieu of such fractional Artisan Public Warrants; (ii) immediately following the separation of each Unit, each Artisan Share (excluding Artisan Public Shares that are held by Artisan shareholders that validly exercise their redemption rights, Artisan Shares that are held by Artisan shareholders that exercise and perfect their relevant dissenters’ rights and Artisan treasury shares) issued and outstanding immediately prior to the effective time of the Initial Merger shall be cancelled in exchange for the right to receive one newly issued PubCo Class A Ordinary Share; and (iii) each whole warrant of Artisan outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Artisan Public Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share, subject to substantially the same terms and conditions prior to the Initial Merger Effective Time.

​

3.

(i) each Prenetics Share (excluding Prenetics Shares that are held by Prenetics shareholders that exercise and perfect their relevant dissenters’ rights, Prenetics Key Executive Shares and Prenetics treasury shares) issued and outstanding immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive such fraction of a newly issued PubCo Class A Ordinary Share that is equal to the Exchange Ratio without interest subject to rounding; and (ii) each of the Prenetics Key Executive Shares issued and outstanding immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive such fraction of a newly issued PubCo Class B Ordinary Share that is equal to the Exchange Ratio without interest subject to rounding.

​

Substantially concurrently with the execution and delivery of the Business Combination Agreement, Artisan’s Forward Purchase Agreements dated March 1, 2021 were amended by the Deeds of Novation and Amendment and restated as of September 15, 2021, and pursuant to such Deeds of Novation and Amendment, (i) Aspex Master Fund, an exempted company incorporated under the laws of the Cayman Islands, has agreed to purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate price equal to $30,000,000 immediately prior to the Acquisition Effective Time and (ii) Pacific Alliance Asia Opportunity Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands has agreed to purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate price equal to $30,000,000 immediately prior to the Acquisition Effective Time.

Concurrently with the execution of the Business Combination Agreement, certain PIPE Investors have entered into share subscription agreements (“PIPE Subscription Agreements”), pursuant to which the PIPE Investors agreed to subscribe for and purchase PubCo Class A Ordinary Shares at $10.00 per share for an aggregate purchase price of $60,000,000 (the “PIPE Investment”).

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Initial Merger Proposal by the requisite vote of Artisan shareholders is a condition to the consummation of the Business Combination. If either of these proposals is not approved by Artisan shareholders, the Business Combination shall not be consummated.

The Adjournment Proposal, if adopted, shall allow the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. In no event shall Artisan solicit proxies to adjourn the Extraordinary General Meeting or consummate the Business Combination and related transactions beyond the date by which it may properly do so under Artisan’s amended and restated memorandum and articles of association (the “Artisan Articles”) and the Companies

 

 

Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”). The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Business Combination and related transactions. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been entered into prior to the closing of the Business Combination, including the PIPE Subscription Agreements, the Prenetics Shareholder Support Agreements, the Sponsor Support Agreement, the Registration Rights Agreement, the Assignment, Assumption and Amendment Agreement, and the Deeds of Novation and Amendment (each as defined in the accompanying proxy statement/prospectus). See “Agreements Entered Into in Connection with the Business Combination” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Artisan Articles, a holder (“Artisan Public Shareholder”) of Artisan Public Shares issued as part of the Units in Artisan’s initial public offering (“IPO”) may request that Artisan redeem all or a portion of such Artisan Public Shares for cash in connection with the completion of the Business Combination. Holders of Units must elect to separate the Units into the underlying Artisan Public Shares and Artisan Public Warrants prior to exercising redemption rights with respect to the Artisan Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Artisan Public Shares and Artisan Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental, directly and instruct it to do so. The redemption rights include the requirement that a beneficial holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Artisan Public Shareholders are not required to affirmatively vote for or against the Business Combination Proposal, to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their Artisan Public Shares redeemed. If the Business Combination is not consummated, the Artisan Public Shares will not be redeemed and will instead be returned to the respective holder, broker or bank. In such case, Artisan shareholders may only share in the assets of the trust account upon the liquidation of Artisan. This may result in Artisan shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors. If the Business Combination is consummated, and if an Artisan Public Shareholder properly exercises its right to redeem all or a portion of the Artisan Public Shares that it holds, Artisan will redeem such Artisan Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Artisan to pay income taxes (less up to $100,000 of interest to pay dissolution expenses). For illustrative purposes, as of            , 2021, this would have amounted to approximately $     per issued and outstanding Artisan Public Share. If an Artisan Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Artisan Public Shares for cash and will no longer own Artisan Public Shares (but will continue to own warrants). See “Extraordinary General Meeting of Artisan Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Artisan Public Shares for cash.

Notwithstanding the foregoing, an Artisan Public Shareholder, together with any affiliate of such Artisan Public Shareholder or any other person with whom such Artisan Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Artisan Public Shares. Accordingly, if an Artisan Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Artisan Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to, among other things, vote all of their Artisan Shares in favor of the proposals being presented at the Extraordinary General Meeting in connection with the Business Combination and waive their redemption rights with respect to their Artisan Shares in connection with the consummation of the Business Combination. The Forward Purchase Investors have also agreed to, among

 

 

other things, vote all of their Artisan Shares in favor of the proposals being presented at the Extraordinary General Meeting in connection with the Business Combination and waive their redemption rights with respect to all of the Founder Shares held by them in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, on an as-converted basis, the Sponsor, Artisan directors and the Forward Purchase Investors own, collectively, approximately 22.73% of the issued and outstanding Artisan Shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will Artisan redeem Artisan Public Shares in an amount that would cause Artisan’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and PIPE Financing.

Artisan is providing the accompanying proxy statement/prospectus and accompanying proxy card to Artisan shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Artisan shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Artisan shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 45 of the accompanying proxy statement/prospectus.

After careful consideration, the Artisan Board has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Initial Merger Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of Artisan and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Initial Merger Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the Artisan Board’s recommendation of these proposals, you should keep in mind that our directors and our officer have interests in the Business Combination that may conflict with, or are different from, your interests as a shareholder of Artisan. See “The Business Combination Proposal — Interests of Artisan’s Directors and Officer in the Business Combination.” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and the Artisan Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Artisan Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Initial Merger Proposal will require a special resolution under Cayman Islands law and the Artisan Articles, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Artisan Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. The approval of the Adjournment Proposal, if presented, will require an ordinary resolution under Cayman Islands law and the Artisan Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Artisan Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting. Brokers are not entitled to vote on the Business Combination Proposal, the Initial Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Your vote is important regardless of the number of Artisan Shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and in any event so as to be received by Artisan no later than at                 AM                 time, on                 , 2021, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) to make sure that your Artisan Shares are represented at the Extraordinary General Meeting. If your Artisan Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee

 

 

to ensure that votes related to the Artisan Shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal and the Initial Merger Proposal are approved at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you are a shareholder of record and fail to return your proxy card and do not attend the Extraordinary General Meeting in person (including virtually), or if you fail to instruct your bank, broker or other nominee how to vote the Artisan Shares you beneficially own, the effect will be, among other things, that your Artisan Shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including virtually), you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT ARTISAN REDEEM YOUR ARTISAN PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND EITHER TENDER YOUR SHARE CERTIFICATES (IF ANY) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ARTISAN’S TRANSFER AGENT OR DELIVER YOUR ARTISAN PUBLIC SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. ANY HOLDER THAT HOLDS ARTISAN PUBLIC SHARES BENEFICIALLY THROUGH A NOMINEE MUST IDENTIFY ITSELF AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS IN ITS WRITTEN DEMAND IN ORDER TO VALIDLY REDEEM SUCH SHARES. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD YOUR ARTISAN PUBLIC SHARES IN “STREET NAME”, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF ARTISAN SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

If you have any questions or need assistance voting your Artisan Shares, please contact           . Questions can also be sent by email to                 .

On behalf of Artisan’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                 , 2021, and is first being mailed to shareholders of Artisan on or about                 , 2021.

 

 

ARTISAN ACQUISITION CORP.
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON                 , 2021

TO THE SHAREHOLDERS OF ARTISAN ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Artisan Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Artisan”), shall be held at                 AM                 time, on                 , 2021 at                 and virtually over the Internet via live audio webcast at                 . Due to health concerns stemming from the COVID 19 pandemic, and to support the health and well-being of our shareholders, we encourage shareholders to attend the Extraordinary General Meeting virtually. You are cordially invited to attend the Extraordinary General Meeting, to conduct the following items of business and consider, and if thought fit, approve the following resolutions:

1)

Proposal No. 1 — the Business Combination Proposal

​

“RESOLVED, as an ordinary resolution, that the business combination and other transactions contemplated by the Business Combination Agreement, dated as of September 15, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Prenetics Global Limited (“PubCo”), Artisan Acquisition Corp. (“Artisan”), AAC Merger Limited (“Artisan Merger Sub”), PGL Merger Limited (“Prenetics Merger Sub”) and Prenetics Group Limited (“Prenetics”) pursuant to which among other things, Artisan shall merge with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as a wholly-owned subsidiary of PubCo (the “Initial Merger”) and following the Initial Merger, Prenetics Merger Sub shall merge with and into Prenetics, with Prenetics being the surviving entity and becoming a wholly-owned subsidiary of PubCo, and Artisan’s entry into the Business Combination Agreement each be and are hereby confirmed, ratified, authorized and approved in all respects.”

2)

Proposal No. 2 — the Initial Merger Proposal

​

“RESOLVED, as a special resolution, that the Plan of Merger (the “Plan of Initial Merger”), by and among Artisan Acquisition Corp. (“Artisan”), AAC Merger Limited (“Artisan Merger Sub”) and Prenetics Global Limited (“PubCo”), substantially in the form attached as Exhibit F to the Business Combination Agreement, dated as of September 15, 2021, by and among PubCo, Artisan, Artisan Merger Sub, PGL Merger Limited and Prenetics Group Limited be and is hereby authorized and approved in all respects, that Artisan be and is hereby authorized to enter into the Plan of Initial Merger, and that the merger of Artisan with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as a wholly-owned subsidiary of PubCo be and is hereby authorized and approved in all respects.”

3)

Proposal No. 3 — the Adjournment Proposal

​

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting or if shareholders have elected to redeem an amount of Class A ordinary shares such that the minimum available cash condition contained in the Business Combination Agreement, dated as of September 15, 2021, by and among Artisan Acquisition Corp., Prenetics Global Limited, AAC Merger Limited, PGL Merger Limited and Prenetics Group Limited would not be satisfied, be and is hereby approved.”

We also will transact any other business as may properly come before the Extraordinary General Meeting or any adjournment or postponement thereof.

Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Initial Merger Proposal by the requisite vote of Artisan shareholders is a condition to the consummation

 

 

of the Business Combination. If either of these proposals is not approved by Artisan shareholders, the Business Combination shall not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal listed above. The Business Combination is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

These items of business are more fully described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Only holders of record of Artisan ordinary shares (“Artisan Shares”) at the close of business on                 , 2021 (the “record date”) are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

Whether or not you plan to attend the Extraordinary General Meeting, all of Artisan shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 45 of the accompanying proxy statement/prospectus.

After careful consideration, the Artisan Board has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Initial Merger Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of Artisan and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Initial Merger Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the Artisan Board’s recommendation of these proposals, you should keep in mind that our directors and our officer have interests in the Business Combination that may conflict with, or are different from, your interests as a shareholder of Artisan. See “The Business Combination Proposal — Interests of Artisan’s Directors and Officer in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

All Artisan shareholders at the close of business on the record date are cordially invited to attend the Extraordinary General Meeting, which shall be held at                 AM                 time, on                 , 2021 at                 and virtually over the Internet via live audio webcast at                 . To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and in any event so as to be received by Artisan no later than at                 AM                 time, on                 , 2021, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholder purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in Artisan’s register of members) will be accepted. If you are a shareholder of record of Artisan Shares at the close of business on the record date, you may also cast your vote by means of remote communication at the Extraordinary General Meeting by navigating to                 and entering the control number on your proxy card. If you hold your Artisan Shares in “street name” or are in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the Artisan Shares you beneficially own or, if you wish to attend the Extraordinary General Meeting and vote by means of remote communication, you must obtain a proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting virtually. You will receive an e-mail prior to the meeting with a link and instructions for entering the Extraordinary General Meeting.

Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of Artisan Shares registered in each shareholder’s name which are voted, with each Artisan Share carrying one vote.

 

 

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please complete, sign, date, vote and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your Artisan Shares, please contact        . Questions can also be sent by email to                 .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Cheng Yin Pan
Chief Executive Officer and Director

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

HOLDERS (“ARTISAN PUBLIC SHAREHOLDERS”) OF ARTISAN CLASS A ORDINARY SHARES ISSUED AS PART OF THE UNITS ISSUED IN ARTISAN’S INITIAL PUBLIC OFFERING (THE “ARTISAN PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR ARTISAN PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. ARTISAN PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR ARTISAN PUBLIC SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY ARTISAN PUBLIC SHAREHOLDER HOLDING ARTISAN PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT ARTISAN REDEEM YOUR ARTISAN PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND EITHER TENDER YOUR SHARE CERTIFICATES (IF ANY) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ARTISAN’S TRANSFER AGENT, OR DELIVER YOUR ARTISAN PUBLIC SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. ANY HOLDER THAT HOLDS ARTISAN PUBLIC SHARES BENEFICIALLY THROUGH A NOMINEE MUST IDENTIFY ITSELF AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS IN ITS WRITTEN DEMAND IN ORDER TO VALIDLY REDEEM SUCH SHARES. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD YOUR ARTISAN PUBLIC SHARES IN “STREET NAME”, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF ARTISAN SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

TABLE OF CONTENT

 

i

 

 

ii

 

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Artisan, without charge, by written request to Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing ARTA.info@investor.morrowsodali.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for Artisan shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of Artisan to be held on           , 2021 you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by            , 2021.

 

1

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the PubCo Class A Ordinary Shares to be issued to Artisan shareholders, the PubCo Class A Ordinary Shares to be issued to certain Prenetics shareholders, the PubCo Warrants to be issued to Artisan warrant holders and the PubCo Class A Ordinary Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of Artisan shareholders at which Artisan shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal and the Initial Merger Proposal (as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal or the Initial Merger Proposal.

References to “U.S. Dollars”, “US$” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

 

2

 

INDUSTRY AND MARKET DATA

The industry and market position information that appears in this proxy statement/prospectus is from independent market research carried out by Frost & Sullivan, which was commissioned by Prenetics. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Such information is supplemented where necessary with Prenetics’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Prenetics’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Prenetics’s Market Opportunities,” “Prenetics’s Business” and “Prenetics Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement/prospectus.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

3

 

FINANCIAL STATEMENT PRESENTATION

Artisan

The historical financial statements of Artisan were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

Prenetics

The audited consolidated financial statements of Prenetics Limited and its subsidiaries as of and for the years ended December 31, 2020 and 2019, included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are presented in U.S. Dollars. Prenetics underwent certain corporate restructuring through which Prenetics Limited became a wholly owned subsidiary of Prenetics upon the completion of the restructuring in June 2021. As Prenetics had no operations or material assets prior to the restructuring, the restructuring only involves the insertion of Prenetics as a new shell holding company and the financial statements of Prenetics for the periods prior to the corporate restructuring will be substantially identical to the financial statements of Prenetic Limited. Accordingly, the references to the historical consolidated financial statements of Prenetics in this proxy statement/prospectus are to the corresponding historical consolidated financial statements of Prenetic Limited.

PubCo

PubCo was incorporated on July 21, 2021, for the sole purpose of effectuating the transactions described herein. PubCo has no material assets and does not operate any businesses. Accordingly, no financial statements of PubCo have been included in this proxy statement/prospectus.

The Business Combination is made up of the series of transactions provided for in the Business Combination Agreement as described elsewhere in this proxy statement/prospectus. Notwithstanding the legal form, for accounting purposes the Business Combination will be an equity-settled share-based payment transaction where Prenetics as the accounting acquirer issues consideration in exchange of the net assets and listing status of Artisan as the accounting acquiree. The net assets of Prenetics will be stated at their pre-combinaton carrying amounts and any excess of the fair value of the consideration transferred over the fair value of Artisan's identifiable net assets acquired represents an expense for the listing status.

Immediately following the Business Combination, PubCo will qualify as a foreign private issuer and will prepare its consolidated financial statements in accordance with IFRS.

Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus is prepared and presented to reflect the accounting for the Business Combination under IFRS.

 

4

 

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires in this document:

“Acquisition Merger” means the merger between Prenetics Merger Sub and Prenetics, with Prenetics being the surviving entity and becoming a wholly-owned subsidiary of PubCo;

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

“Artisan” means Artisan Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“Artisan Articles” means Artisan’s amended and restated memorandum and articles of association adopted by special resolution dated 13 May 2021;

“Artisan Board” means the board of directors of Artisan;

“Artisan Merger Sub” means AAC Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo;

“Artisan Public Share” means a Class A ordinary share, par value $0.0001 per share, of Artisan;

“Artisan Public Shareholder” means a holder of Artisan Public Shares issued as part of the Units issued in the IPO;

“Artisan Private Warrants” means the warrants sold to the Sponsor in the private placement consummated concurrently with the IPO, each entitling its holder to purchase one Artisan Public Share at an exercise price of $11.50 per share, subject to adjustment;

“Artisan Public Warrants” means the redeemable warrants issued in the IPO, each entitling its holder to purchase one Artisan Public Share at an exercise price of $11.50 per share, subject to adjustment;

“Artisan Shares” means the Artisan Public Shares and Founders 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 transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated September 15, 2021 (as may be amended, supplemented, or otherwise modified from time to time), by and among PubCo, Artisan, Artisan Merger Sub, Prenetics Merger Sub and Prenetics;

“Business Combination Transactions” means, collectively, the Initial Merger, the Acquisition Merger and each of the other transactions contemplated by the Business Combination Agreement, the Subscription Agreements, the Sponsor Support Agreement, the Shareholder Support Agreements, the Registration Rights Agreement, the Assignment, Assumption and Amendment Agreement, the Plan of Initial Merger and such other documents as may be required in accordance with applicable law to make the Initial Merger effective, the Plan of Acquisition Merger and such other documents as may be required in accordance with applicable law to make the Acquisition Merger effective, and any other agreements, documents or certificates entered into or delivered pursuant thereto;

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“Closing” means the closing of the Acquisition Merger;

“Closing Date” means the date of the Closing;

“Continental” means Continental Stock Transfer & Trust Company;

 

5

 

“Deeds of Novation and Amendment” means (i) the Deed of Novation and Amendment entered into by Artisan, Sponsor, PubCo and Aspex Master Fund, dated as of September 15, 2021 (pursuant to such amendment, Aspex Master Fund committed to subscribe for and purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate purchase price equal to $30 million); and (ii) the Deed of Novation and Amendment entered into by Artisan, Sponsor, PubCo and Pacific Alliance Asia Opportunity Fund L.P., dated as of September 15, 2021 (pursuant to such amendment, Pacific Alliance Asia Opportunity Fund L.P. committed to subscribe for and purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants 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 the Initial Merger pursuant to Section 238 of the Cayman Islands Companies Act;

“Dissenting Artisan Shareholders” means holders of Dissenting Artisan Shares;

“Dissenting Artisan Shares” means Artisan Shares that are (i) issued and outstanding immediately prior to the Initial Merger Effective Time and (ii) held by Artisan shareholders who have validly exercised their Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights);

“ESOP” means the 2021 Share Incentive Plan of Prenetics adopted on June 16, 2021, as may be amended from time to time;

“Exchange Ratio” means the quotient obtained by dividing the Price per Share by $10.00;

“Existing Warrant Agreement” means the warrant agreement, dated May 13, 2021, by and between Artisan and Continental;

“Extraordinary General Meeting” means an extraordinary general meeting of shareholders of Artisan to be held at     AM        time, on           , 2021 at                 and virtually over the Internet via live audio webcast at                 ;

“Forward Purchase Investors” means Aspex Master Fund and Pacific Alliance Asia Opportunity Fund 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;

“Initial Merger” means the merger between Artisan and Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as a wholly-owned subsidiary of PubCo;

“Initial Shareholders” means Artisan LLC, William Keller, Mitch Garber, Fan Yu, Sean O’Neill and the Forward Purchase Investors;

“IPO” means Artisan’s initial public offering, which was consummated on May 18, 2021;

“NASDAQ” means the Nasdaq Stock Market;

“Plan of Acquisition Merger” means the plan of merger for the Acquisition Merger by and among Prenetics, Prenetics Merger Sub and PubCo;

“Plan of Initial Merger” means the plan of merger for the Initial Merger by and among Artisan, Artisan Merger Sub and PubCo;

“Prenetics” means Prenetics Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, or as the context requires, Prenetics Group Limited and its subsidiaries and consolidated affiliated entities;

“Prenetics Merger Sub” means PGL Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo;

“Price per Share” means $1,150,000,000 divided by such amount equal to (a) the aggregate number of Prenetics Ordinary Shares (i) that are issued and outstanding immediately prior to the Acquisition Effective

 

6

 

Time and (ii) that are issuable upon the exercise of all Prenetics RSUs, options, warrants, convertible notes and other equity securities of Prenetics that are issued and outstanding immediately prior to the Acquisition Effective Time, including an aggregate of 1,164,648 shares to be issued by Prenetics as deferred consideration of Prenetics’s acquisition of Oxsed Limited, minus (b) Prenetics treasury shares;

“PubCo” means Prenetics Global Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, or as the context requires, PubCo and its subsidiaries and consolidated affiliated entities;

“PubCo Class A Ordinary Share” means a Class A ordinary share, par value $0.0001 per share, of PubCo;

“PubCo Class B Ordinary Share” means a convertible Class B ordinary share, par value $0.0001 per share, of PubCo;

“SEC” means the U.S. Securities and Exchange Commission;

“Sponsor” means Artisan LLC, a limited liability company registered under the laws of the Cayman Islands;

“Units” means the units issued in the IPO, each consisting of one Artisan Public Share and one-third of one Artisan Public Warrant;

“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States.

 

7

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Artisan shareholders. Artisan shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held                   at     AM       time, on           , 2021 at                 and virtually over the Internet via live audio webcast at           .

Q:

Why am I receiving this proxy statement/ prospectus?

​

A:

Artisan shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related proposals.

​

Artisan, Prenetics, PubCo and other parties have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, (a) the merger of Artisan with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining a wholly-owned subsidiary of PubCo, and each of the current security holders of Artisan receiving securities of PubCo, and (b) the merger of Prenetics Merger Sub with and into Prenetics, with Prenetics as the surviving entity and becoming a wholly-owned subsidiary of PubCo, and each of the current security holders of Prenetics receiving securities of PubCo. This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Q:

What proposals are shareholders of Artisan being asked to vote upon?

​

A:

At the Extraordinary General Meeting, Artisan is asking holders of its ordinary shares to consider and vote upon the following proposals:

​

•

Business Combination Proposal — To adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated thereby. See “The Business Combination Proposal.”

​

•

Initial Merger Proposal — To authorize the Initial Merger and the Plan of Initial Merger. See “The Initial Merger Proposal.”

​

•

Adjournment Proposal — To adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of Artisan Public Shares, have elected to redeem an amount of Artisan Public Shares such that the minimum available cash condition contained in the Business Combination Agreement would not be satisfied. See “The Adjournment Proposal.”

​

•

Artisan shall hold the Extraordinary General Meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders should read it carefully.

​

The vote of Artisan shareholders is important. Artisan shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:

Why is Artisan providing shareholders with the opportunity to vote on the Business Combination?

​

A:

Pursuant to the Artisan Articles, Artisan is required to provide Artisan Public Shareholders with an opportunity to have their Artisan Public Shares redeemed for cash upon the consummation of its initial

​

 

8

 

business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Business Combination, Artisan is providing this opportunity in conjunction with a shareholder vote.

Q:

Why is Artisan proposing the Business Combination?

​

A:

Artisan was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

​

Based on its due diligence investigations of Prenetics and the industries in which it operates, including the financial and other information provided by Prenetics in the course of Artisan’s due diligence investigations, the Artisan Board believes that the Business Combination with Prenetics is in the best interests of Artisan and presents an opportunity to increase shareholder value. However, there can be no assurances of this. Although the Artisan Board believes that the Business Combination with Prenetics presents a unique business combination opportunity and is in the best interests of Artisan, the Artisan Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — The Artisan Board’s Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the Artisan Board in making its decision.

Q:

Did the Artisan Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

No. The Artisan Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Artisan’s management, the members of the Artisan Board and the other representatives of Artisan have substantial experience in evaluating the operating and financial merits of companies similar to Prenetics and reviewed certain financial information of Prenetics and other relevant financial information selected based on the experience and the professional judgment of Artisan’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Artisan Board in valuing Prenetics’s business and assume the risk that the Artisan Board may not have properly valued such business.

​

Q:

What is expected to happen in the Business Combination?

​

A:

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) Artisan shall merge with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as a wholly-owned subsidiary of PubCo, and (ii) following the Initial Merger, Prenetics Merger Sub shall merge with and into Prenetics, with Prenetics being the surviving entity and becoming a wholly-owned subsidiary of PubCo.

​

Pursuant to the Business Combination Agreement, upon the consummation of the Initial Merger: (i) each Unit (each consisting of one Artisan Public Share and one-third of one Artisan Public Warrant included as part of such unit) issued and outstanding immediately prior to the Initial Merger Effective Time shall be automatically separated and the holder thereof shall be deemed to hold one Artisan Public Share and one-third of one Artisan Public Warrant; provided, that, no fractional Artisan Public Warrants shall be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Artisan Public Warrant upon such separation, the number of Artisan Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Artisan Public Warrants and no cash will be paid in lieu of such fractional Artisan Public Warrants; (ii) immediately following the separation of each Unit, each Artisan Share (excluding Artisan Public Shares that are held by Artisan shareholders that validly exercise their redemption rights, Artisan Shares that are held by Artisan shareholders that exercise and perfect their relevant dissenters’ rights and Artisan treasury shares) issued and outstanding immediately prior to the effective time of the Initial Merger shall be cancelled in exchange for the right to receive one newly issued PubCo Class A Ordinary Share; and (iii) each whole Artisan Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to Artisan Public Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share, subject to substantially the same terms and conditions prior to the effective time of the Initial Merger.

 

9

 

Aspex Master Fund, an exempted company incorporated under the laws of the Cayman Islands, has agreed to purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate price equal to $30,000,000 immediately prior to the Acquisition Effective Time and Pacific Alliance Asia Opportunity Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands (together with Aspex Master Fund, the “Forward Purchase Investors”), has agreed to purchase 3,000,000 PubCo Class A Ordinary Shares and 750,000 PubCo Warrants for an aggregate price equal to $30,000,000 immediately prior to the Acquisition Effective Time.

In addition, pursuant to the Business Combination Agreement, upon the consummation of the Acquisition Merger: (i) each Prenetics Share (excluding shares that are held by Prenetics shareholders that exercise and perfect their relevant dissenters’ rights, the Prenetics Key Executive Shares and Prenetics treasury shares) issued and outstanding immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive such fraction of a newly issued PubCo Class A Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole PubCo Class A Ordinary Share with respect to the total number of PubCo Class A Ordinary Shares to be received by each Prenetics shareholder; and (ii) each Prenetics Key Executive Share issued and outstanding immediately prior to the Acquisition Effective Time shall be cancelled in exchange for the right to receive such fraction of a newly issued PubCo Class B Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole PubCo Class B Ordinary Share with respect to the total number of PubCo Class B Ordinary Shares to be received by Danny Yeung; (iii) each Prenetics RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, shall be automatically assumed by PubCo and converted into an award of restricted share units representing the right to receive the number of PubCo Class A Ordinary Shares equal to (x) the number of Prenetics Ordinary Shares subject to such Prenetics RSU immediately prior to the Acquisition Effective Time multiplied by (x) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, shall be subject to substantially the same terms and conditions as were applicable to such Prenetics RSU immediately prior to the Acquisition Effective Time; and (iv) each Prenetics Key Executive RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, shall be automatically assumed by PubCo and converted into an award of restricted share units representing the right to receive the number of PubCo Class B Ordinary Shares equal to (A) the number of Prenetics Ordinary Shares subject to such Prenetics Key Executive RSU immediately prior to the Acquisition Effective Time multiplied by (B) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, shall be subject to substantially the same terms and conditions as were applicable to such Prenetics Key Executive RSU immediately prior to the Acquisition Effective Time. For more information on the Initial Merger and the Acquisition Merger, see “The Business Combination Proposal” and “The Initial Merger Proposal”. For further information on PubCo’s securities upon consummation of the Business Combination, see “Risk Factors — Risks Relating to PubCo and Ownership of PubCo’s Shares — PubCo’s dual-class voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of PubCo Class A Ordinary Shares may view as beneficial,” and “Description of PubCo Securities — Ordinary Shares.”

In addition, concurrently with the execution of the Business Combination Agreement, certain PIPE Investors entered into share subscription agreements with Artisan and PubCo, pursuant to which they agreed to subscribe for and purchase PubCo Class A Ordinary Shares at $10.00 per share for an aggregate purchase price of $60,000,000. The closing of the PIPE Investment is contingent upon the substantially concurrent consummation of the Mergers.

Q:

What shall be the relative equity stakes of Artisan shareholders, Prenetics shareholders and the PIPE Investors upon completion of the Business Combination?

​

A:

Upon consummation of the Business Combination, PubCo shall become a new public company and each of Artisan Merger Sub and Prenetics shall be a wholly-owned subsidiary of PubCo. The former security holders of Artisan, including the FPA Investors, the former security holders of Prenetics and the PIPE Investors shall all become security holders of PubCo.

​

Pursuant to the Artisan Articles, in connection with the completion of the Business Combination, Artisan Public Shareholders may elect to have their Artisan Public Shares redeemed for cash at the

 

10

 

applicable redemption price per share calculated in accordance with the Artisan Articles. Payment for such redemptions shall come from the trust account.

(1)

The share amounts and ownership percentages set forth above are not indicative of voting percentages and do not take into account (i) warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter and (ii) any outstanding Prenetics RSUs, vested or unvested, that were assumed by PubCo upon the completion of the Business Combination. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different.

​

(2)

For a more detailed description of share ownership upon consummation of the Business Combination, see “Beneficial Ownership of Securities.”

​

(3)

In both the No Redemption Scenario and the Maximum Redemption Scenario, the payment of deferred underwriting fees incurred as part of the IPO will be $11,876,982.

​

(4)

The share amounts reflect the transfer of 750,000 Founder Shares of Artisan from the Sponsor to the Forward Purchase Investors in connection with the Forward Purchase Agreements. These Founder Shares will be subsequently converted into PubCo Class A Ordinary Shares upon completion of the Business Combination and are included in the total Class A Ordinary Shares owned by the Forward Purchase Investors.

​

The share amounts and ownership percentages set forth above are not indicative of voting percentages and do not take into account the PubCo Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter to acquire PubCo Class A Ordinary Shares. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different. For a more detailed description of share ownership upon consummation of the Business Combination, see “Beneficial Ownership of Securities.”

Q:

What are the U.S. Federal income tax consequences of the Business Combination to U.S. holders of Artisan Share and/or Artisan Public Warrants?

​

A:

Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “Material Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/​prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws. You are urged to consult your tax advisors regarding the tax consequences of the Business Combination.

​

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

The receipt of cash by a U.S. holder of Artisan Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see “Material Tax Considerations — United States Federal Income Tax Considerations — Redemption of Artisan Public Shares” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

​

 

11

 

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

​

•

the effectiveness of this Form F-4 and the absence of any issued or pending stop order by the SEC;

​

•

approval of the Business Combination Proposal by way of ordinary resolution and the Initial Merger Proposal by way of special resolution by the Artisan shareholders, and the approval and consent of the Business Combination and the transactions contemplated by the Business Combination Agreement by the Prenetics shareholders;

​

•

receipt of approval for PubCo Class A Ordinary Shares and PubCo Warrants to be listed on NASDAQ, subject only to official notice of issuance;

​

•

the Available Closing Cash Amount (as defined below) being not less than US$200 million;

​

•

the absence of any Prenetics Material Adverse Effect (as defined below);

​

•

the absence of any Artisan Material Adverse Effect (as defined below); and

​

•

the absence of any law (whether temporary, preliminary or permanent) or governmental order then in effect and which has the effect of making the Initial Closing or the Closing illegal or which otherwise prevents or prohibits the consummation of the Initial Closing or the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial.

​

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see “The Business Combination Agreement.”

Q:

How many votes do I have at the Extraordinary General Meeting?

​

A:

Artisan shareholders are entitled to one vote at the Extraordinary General Meeting for each Artisan Share held of record as of close of business on           , 2021, the record date for the Extraordinary General Meeting (the “record date”). As of the close of business on the record date, there were 33,934,235 Artisan Public Shares and 9,983,558 Founder Shares outstanding and entitled to vote.

​

Q:

What vote is required to approve the proposals presented at the Extraordinary General Meeting?

​

The following votes are required for each proposal at the Extraordinary General Meeting:

•

Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and the Artisan Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Artisan Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

​

•

Initial Merger Proposal — The approval of the Initial Merger Proposal will require a special resolution under Cayman Islands law and the Artisan Articles, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Artisan Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

​

•

Adjournment Proposal — The approval of the Adjournment Proposal, if presented, will require an ordinary resolution under Cayman Islands law and the Artisan Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Artisan Shares entitled to vote, who attend, in person or by proxy, and vote thereupon at the Extraordinary General Meeting.

​

If you are an Artisan shareholder that attends the Extraordinary General Meeting and fails to vote on the Business Combination Proposal, Initial Merger Proposal or Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals. Brokers are not entitled to vote on the Business Combination Proposal, the Initial Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

 

12

 

Q:

What constitutes a quorum at the Extraordinary General Meeting?

​

A:

A quorum shall be present at the Extraordinary General Meeting if one or more shareholders holding not less than one-third of the issued and outstanding Artisan Shares entitled to vote at the Extraordinary General Meeting are present in person or by proxy. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence or if during the meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and/or place as the directors of Artisan may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Artisan shareholders present shall be a quorum.

​

As of the record date, 14,639,265 Artisan Shares would be required to achieve a quorum.

Q:

How do holders of Artisan’s Founder Shares intend to vote on the proposals?

​

A:

Holders of the Founder Shares beneficially own and are entitled to vote an aggregate of approximately 22.73% of the outstanding Artisan Shares. These holders are required by certain agreements to vote their shares in favor of the Business Combination Proposal, the Initial Merger Proposal and the Adjournment Proposal, if presented at the Extraordinary General Meeting.

​

Q:

What interests do Artisan’s Directors and Officer have in the Business Combination?

​

A:

When considering the Artisan Board’s recommendation to vote in favor of approving the Business Combination Proposal and the Initial Merger Proposal, Artisan shareholders should keep in mind that Sponsor and Artisan’s directors and officer have interests in such proposals that are different from, or in addition to (and which may conflict with), those of Artisan shareholders and warrantholders generally. These interests include, among other things, the interests listed below:

​

•

the fact that the Sponsor and Artisan’s directors and officer have agreed not to redeem any Artisan Shares held by them in connection with a shareholder vote to approve the proposed Business Combination;

​

•

the fact that the Sponsor and Artisan’s directors paid an aggregate of $25,000 for the 9,233,558 Founder Shares currently owned by the Sponsor and Artisan’s directors and such securities will have a significantly higher value after the Business Combination. As of           , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $      , based upon a closing price of $      per Artisan Public Share on NASDAQ. The Founder Shares are expected to be worthless if the Business Combination or another business combination is not completed by May 18, 2023 or such later date as may be approved by Artisan’s shareholders in an amendment to the Artisan Articles (such date the “Final Redemption Date”) because the holders are not entitled to participate in any redemption or distribution of proceeds in the trust account with respect to such shares;

​

•

the fact that Sponsor paid $8,786,847 to purchase an aggregate of 5,857,898 Artisan Private Warrants, each exercisable to purchase one Artisan Public Share at $11.50, subject to adjustment, at a price of $1.50 per warrant, and those warrants would be worthless — and the entire $8,786,847 warrant investment would be lost — if the Business Combination or another business combination is not consummated by the Final Redemption Date. As of                 , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these Artisan Private Warrants, if unrestricted and freely tradable, would be $      , based upon a closing price of $      per Artisan Public Warrant on NASDAQ;

​

•

the fact that Sponsor and Artisan’s directors and officer have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares held by them if Artisan fails to complete a business combination by the Final Redemption Date;

​

•

the fact that pursuant to a registration rights agreement dated May 13, 2021, the Sponsor and Artisan’s directors can demand that PubCo register its registrable securities under certain circumstances and assist in underwritten takedowns of such securities and will also have piggyback registration rights for these securities in connection with certain registrations of securities that PubCo undertakes;

​

 

13

 

•

the fact that the Business Combination Agreement provides for the continued indemnification of Artisan’s directors and officer and the continuation of Artisan’s directors’ and officer’s liability insurance after the Business Combination (i.e., a “tail policy”);

​

•

the fact that Sponsor and Artisan’s directors and officer and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Artisan’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Artisan fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Artisan may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by the Final Redemption Date. As of the record date, the Sponsor and Artisan’s directors and officer and their affiliates had incurred approximately $      of unpaid reimbursable expenses;

​

•

the fact that if the trust account is liquidated, including in the event Artisan is unable to complete a business combination by the Final Redemption Date, the Sponsor has agreed to indemnify Artisan to ensure that the proceeds in the trust account are not reduced below $10.00 per Artisan Public Share, or such lesser per Artisan Public Share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Artisan has discussed entering into a transaction agreement or claims of any third party for services rendered or products sold to Artisan, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

​

•

the fact that an affiliate of the Sponsor entered into a convertible note subscription agreement with Prenetics Limited in February 2021, pursuant to which it acquired 454,387 series D preferred shares of Prenetics Limited for a consideration of $3,000,000, representing 0.82% of the equity interests in Prenetics on a fully diluted basis as of the date of this proxy statement/prospectus;

​

•

the fact that several affiliates of the Sponsor have entered into commercial arrangements with Prenetics regarding product promotion and distribution and storefront and office space rental; and

​

•

the fact that Mr. Ben Cheng, a current director of Artisan, is expected to become a director of PubCo and in such case would be compensated as a director of PubCo.

​

Q:

I am an Artisan shareholder. Do I have redemption rights?

​

A:

Yes. Pursuant to the Artisan Articles, in connection with the completion of the Business Combination, Artisan Public Shareholders may elect to have their Artisan Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Artisan Articles. In this proxy statement/prospectus, these rights to demand redemption of the Public Shares are sometimes referred to as “redemption rights.” For illustrative purposes, as of            , 2021, this redemption amount would have amounted to approximately $10 per share. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of Artisan’s creditors, if any, which would have priority over the claims of Artisan shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Artisan Public Shareholders electing to redeem their Artisan Public Shares shall be distributed promptly after the consummation of the Business Combination. If an Artisan Public Shareholder exercises its redemption rights, then such holder shall be exchanging its Artisan Public Shares for cash. Such a holder shall be entitled to receive cash for its Artisan Public Shares only if it properly demands redemption and delivers its share certificates (if any) or shares (either physically or electronically) to Continental, Artisan’s transfer agent, in the manner described in this proxy/registration statement, at least two business days prior to the vote at the Extraordinary General Meeting. An Artisan Public Shareholder, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate Artisan Public Shares redeemed without the prior consent of Artisan. Additionally, under the Artisan Articles, the Business Combination may not be consummated if Artisan has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all

​

 

14

 

Artisan Public Shares properly demanded to be redeemed by Artisan Public Shareholders. In accordance with the Business Combination Agreement, if the cash proceeds from the trust account, plus cash proceeds from the PIPE Investment and under the Amended Forward Purchase Agreements, plus any amount raised pursuant to permitted equity financings prior to closing of the Acquisition Merger, minus the aggregate amount payable to Artisan Public Shareholders exercising their redemption rights, in the aggregate equaling no less than $200,000,000, the closing condition is not satisfied and therefore, the Business Combination may not be consummated. See “Extraordinary General Meeting of Artisan shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:

Will how I vote affect my ability to exercise redemption rights?

​

A:

No. An Artisan Public Shareholder may exercise redemption rights regardless of whether he, she or it votes, “FOR” or “AGAINST” the Business Combination Proposal, the Initial Merger Proposal or the Adjournment Proposal or does not vote on such proposals at all. As a result, the Business Combination Agreement can be approved by shareholders who shall redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders and the potential inability to meet the NASDAQ listing standards.

​

Q:

How do I exercise my redemption rights?

​

A:

If you are an Artisan Public Shareholder and wish to exercise your right to have your Artisan Public Shares redeemed, you must:

​

•

submit a written request to Continental, Artisan’s transfer agent, in which you (i) request that Artisan redeem all or a portion of your Artisan Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Artisan Public Shares and provide your legal name, phone number and address; and

​

•

either tender your share certificates (if any) to Continental, Artisan’s transfer agent, or deliver your Artisan Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System.

​

Holders must complete the procedures for electing to redeem their Artisan Public Shares in the manner described above prior to                 on           , 2021, two business days prior to the vote at the Extraordinary General Meeting in order for their Artisan Public Shares to be redeemed.

The address of Continental, Artisan’s transfer agent, is listed under the question “Who can help answer my questions?” below.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

If you hold the Artisan Public Shares in “street name,” you will have to coordinate with your broker or bank to have the Artisan Public Shares you beneficially own certificated and delivered electronically.

Holders of Units must elect to separate the Units into the underlying Artisan Public Shares and Artisan Public Warrants prior to exercising redemption rights with respect to the Artisan Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Artisan Public Shares and Artisan Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental, Artisan’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its Artisan Public Shares.

If the Business Combination is not consummated, the Artisan Public Shares will not be redeemed and instead will be returned to the respective holder, broker or bank. In such case, Artisan shareholders may

 

15

 

only share in the assets of the trust account upon the liquidation of Artisan. This may result in Artisan shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.

If an Artisan Public Shareholder satisfies the requirements for exercising redemption rights with respect to all or a portion of the Artisan Public Shares he, she or it holds and the Business Combination is consummated, Artisan will redeem such Artisan Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Artisan to pay income taxes (less up to $100,000 of interest to pay dissolution expenses). For illustrative purposes, as of            , 2021, this would have amounted to approximately $      per issued and outstanding Artisan Public Share. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of Artisan’s creditors, if any, which would have priority over the claims of Artisan shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Artisan Public Shareholders electing to redeem their Artisan Public Shares shall be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by an Artisan Public Shareholder, may be withdrawn at any time up to two business days prior to the vote at Extraordinary General Meeting. After this time, a request for redemption may not be withdrawn unless the Artisan Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Such a request must be made by contacting Continental, Artisan’s transfer agent, at the phone number or address listed under the question “Who can help answer my questions?” below.

No request for redemption shall be honored unless the holder’s share certificates (if any) or shares have been delivered (either physically or electronically) to Continental, Artisan’s transfer agent, in the manner described above, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you shall be exchanging your Artisan Public Shares for cash and shall not be entitled to receive any PubCo Class A Ordinary Shares in respect of such redeemed shares upon consummation of the Business Combination.

If you are a holder of Artisan Public Shares and you exercise your redemption rights, such exercise shall not result in the loss of any Artisan Warrants that you may hold.

The closing price of Artisan Public Shares on the record date was $      . The cash held in the trust account on such date was approximately $      million (approximately $      per Artisan Share). Prior to exercising redemption rights, Artisan Public Shareholders should verify the market price of Artisan Public Shares as they may receive higher proceeds from the sale of their Artisan Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Artisan cannot assure its shareholders that they shall be able to sell their Artisan Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares

See “Extraordinary General Meeting of Artisan shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:

If I am a holder of Artisan Warrants, can I exercise redemption rights with respect to my warrants?

​

A:

No. The holders of Artisan Warrants have no redemption rights with respect to such securities.

​

Q:

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

​

A:

Not without first separating the Units. Holders of outstanding Units must separate the Units into the underlying Artisan Public Shares and Artisan Public Warrants prior to exercising redemption rights with respect to Artisan Public Shares.

​

 

16

 

If a broker, bank, or other nominee holds your Units, you must instruct such broker, bank or nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental, Artisan’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, a withdrawal of the relevant Units and a deposit of the number of Artisan Public Shares and Artisan Public Warrants represented by such Units. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Artisan Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your shares to be separated in a timely manner, you shall likely not be able to exercise your redemption rights.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental, Artisan’s transfer agent, with written instructions to separate such Units into Artisan Public Shares and Artisan Public Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights upon the separation of the Artisan Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

Q:

What happens if a substantial number of Artisan shareholders vote in favor of the Business Combination Proposal and the Initial Merger Proposal and exercise their redemption rights?

​

Artisan Public Shareholders may vote in favor of the Business Combination Proposal and the Initial Merger Proposal and exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Artisan shareholders are substantially reduced as a result of redemption by Artisan Public Shareholders.

The Artisan Article’s provide that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, Artisan does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that Artisan shall be required to pay to redeeming shareholders upon consummation of the Business Combination. In the event of significant redemptions, with fewer shares and Artisan shareholders, the trading market for PubCo Class A Ordinary Shares may be less liquid than the market for Artisan Public Shares was prior to the Business Combination. In addition, in the event of significant redemptions, PubCo may not be able to meet the NASDAQ listing standards. It is a condition to consummation of the Business Combination in the Business Combination Agreement that the PubCo Class A Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof. PubCo and Artisan have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying this NASDAQ listing condition.

In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to the condition that the cash proceeds from the trust account, plus cash proceeds from the PIPE Investment and cash proceeds under the Forward Purchase Agreements, plus any amount raised pursuant to permitted equity financings prior to closing of the Acquisition Merger, minus the aggregate amount payable to Artisan Public Shareholders exercising their redemption rights, in the aggregate equaling no less than $200,000,000.

Q:

Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

​

A:

Holders of record of Artisan Shares may have appraisal rights in connection with the Business Combination under the Cayman Islands Companies Act. In this proxy statement/prospectus, these appraisal or dissent rights are sometimes referred to as “Dissent Rights”. Holders of record of Artisan Shares wishing to exercise such Dissent Rights and make a demand for payment of the fair market value for his, her or its Artisan Shares must give written notice to Artisan prior to the shareholder vote at the Extraordinary General Meeting to approve the Initial Merger and follow the procedures set

​

 

17

 

out in Section 238 of the Cayman Islands Companies Act, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Islands Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. The Business Combination Agreement provides that, if any Artisan shareholder exercises Dissent Rights then, unless Artisan and Prenetics elect by agreement in writing otherwise, the Initial Merger shall not be consummated before the expiry date of the period allowed for written notice of an election to dissent in order to invoke the exemption under Section 239 of the Cayman Islands Companies Act. Artisan believes that such fair market value would equal the amount that Artisan shareholders would obtain if they exercised their redemption rights as described herein. An Artisan shareholder which elects to exercise Dissent Rights must do so in respect of all of the Artisan Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Artisan Shareholders — Appraisal Rights under the Cayman Islands Companies Act.”

Artisan shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Islands Companies Act.

Q:

Can I exercise redemption rights and appraisal or dissenters’ rights under the Cayman Islands Companies Act?

​

A:

No. Any Artisan Public Shareholder who elects to exercise Dissent Rights (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Business Combination?”) will lose their right to have their Artisan Public Shares redeemed in accordance with the Artisan Articles. The certainty provided by the redemption process may be preferable for Artisan Public Shareholders wishing to exchange their Artisan Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Artisan and the other parties to the Merger Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act, in which case any Artisan Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising one PubCo Class A Ordinary Share for each of their Artisan Public Shares.

​

Q:

I am an Artisan warrantholder. Why am I receiving this proxy statement/prospectus?

​

A:

As a holder of Artisan Warrants, which shall, as a result of the Business Combination, become PubCo Warrants, you shall be entitled to purchase one PubCo Class A Ordinary Share in lieu of one Artisan Public Share at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. Since holders of Artisan Warrants shall become holders of PubCo Warrants and may become holders of PubCo Class A Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

​

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

​

A:

Of the net proceeds of the IPO, including the underwriters’ partial exercise of their over-allotment option, and the concurrent private placements, a total of $339,342,350 was placed in the trust account. After consummation of the Business Combination, the funds in the trust account shall be released to Artisan Merger Sub (as the surviving entity in the Initial Merger) and used by Artisan Merger Sub to pay Artisan Public Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination with Prenetics (including fees of an aggregate of approximately $11,876,982 to certain underwriters in connection with the IPO). Any remaining cash will be used for working capital and general corporate purposes.

​

 

18

 

Q:

What happens if the Business Combination is not consummated?

​

A:

If Artisan does not complete the Business Combination with Prenetics (or another initial business combination) by the Final Redemption Date, Artisan must redeem 100% of the outstanding Artisan Public Shares, at a per-share price, payable in cash, equal to the amount then held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Artisan Public Shares.

​

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently expected that the Business Combination will be consummated in the fourth quarter of 2021 or the first quarter of 2022, promptly following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Business Combination Proposal and the Initial Merger Proposal by the holders of Artisan Shares. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Agreement — The Business Combination Agreement — Conditions to Closing.”

​

Q:

What else do I need to do now?

​

A:

Artisan urges you to read carefully and consider the information contained in this proxy statement/​prospectus, including the Annexes, and to consider how the Business Combination shall affect you as a shareholder and/or warrantholder of Artisan. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

When and where will the Extraordinary General Meeting take place?

​

A:

The Extraordinary General Meeting will be held on           , 2021, at           a.m., Eastern Time, at                 and virtually over the Internet by means of a live audio webcast. You may attend the Extraordinary General Meeting webcast by accessing the web portal located at https://​                 and following the instructions set forth below. In order to maintain the interactive nature of the Extraordinary General Meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

​

•

vote via the web portal during the Extraordinary General Meeting webcast; and

​

•

submit questions to the chairman during the extraordinary general meeting.

​

Shareholders who have registered for the meeting and entered a valid control number may submit questions to the chairman during the meeting through the Extraordinary General Meeting webcast by typing in the “Submit a question” box.

A separate conference line to allow participants to communicate with each other during the Extraordinary General Meeting will also be made available.

Q:

How do I attend the Extraordinary General Meeting?

​

A:

Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Artisan’s shareholders, you are encouraged to attend the Extraordinary General Meeting virtually. To register for and attend the Extraordinary General Meeting virtually, please follow these instructions as applicable to the nature of your ownership of Artisan Shares:

​

•

Shares Held of Record. If you are a record holder, and you wish to attend the Extraordinary General Meeting virtually, go to https://​                 , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the Extraordinary General Meeting, you will need to log back into the meeting site using your control number.

​

•

Shares Held in Street Name. If you hold your Artisan Shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the Extraordinary General Meeting virtually, you must obtain a legal proxy from the shareholder of record and e-mail a

​

 

19

 

copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Extraordinary General Meeting. “Street” name holders should contact Continental on or before                 , 2021.

Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:

•

Within the U.S. and Canada: (                 )                 (toll-free)

​

•

Outside of the U.S. and Canada: (                 )                 (standard rates apply)

​

The passcode for telephone access:                 #. You will not be able to vote or submit questions unless you register for and log in to the Extraordinary General Meeting webcast as described above.

Q:

How do I vote?

​

A:

If you are a holder of record of Artisan Shares at close of business on the record date, you may vote remotely at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope so as to be received by Artisan no later than at                 AM                 time, on                 , 2021, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you hold your Artisan Shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote remotely, obtain a legal proxy from your broker, bank or nominee and a control number from Continental, available once you have received your proxy by emailing proxy@continentalstock.com.

​

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal, the Initial Merger Proposal or the Adjournment Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. If you are an Artisan shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Initial Merger Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the Proposals.

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. If you are a holder of record of Artisan Shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

​

•

you may send another signed proxy card to Continental, Artisan’s transfer agent, at the address set forth under the question “Who can help answer my questions?” below so that it is received no later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

​

•

you may notify the Artisan Board in writing, prior to the vote at the Extraordinary General Meeting, that you have revoked your proxy; or

​

 

20

 

•

you may attend the Extraordinary General Meeting virtually over the Internet by joining the live audio webcast and vote electronically through the web portal during the Extraordinary General Meeting, although your attendance alone will not revoke any proxy that you have previously given.

​

If you hold your Artisan Shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or nominee.

Q:

What happens if I fail to take any action with respect to the Extraordinary General Meeting?

​

A:

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and consummated, you shall become a shareholder and/or warrantholder of PubCo. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you shall continue to be a shareholder and/or warrantholder of Artisan.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Artisan Shares in more than one brokerage account, you shall receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you shall receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Artisan Shares.

​

Q:

What happens if I sell my Artisan Shares before the Extraordinary General Meeting?

​

A:

The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your Artisan Shares after the applicable record date, but before the Extraordinary General Meeting date, unless you grant a proxy to the transferee, you shall retain your right to vote at the Extraordinary General Meeting.

​

Q:

Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

​

A:

Artisan will pay the cost of soliciting proxies for the Extraordinary General Meeting. Artisan has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. Artisan has agreed to pay that firm a fixed fee of $37,500, plus associated disbursements, to reimburse the firm for its reasonable and documented costs and expenses and to indemnify the firm and its affiliates against certain claims, liabilities, losses, damages and expenses. Artisan will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Artisan Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Artisan Public Shares and in obtaining voting instructions from those owners. Artisan’s directors and officer may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

Where can I find the voting results of the Extraordinary General Meeting?

​

A:

The preliminary voting results will be announced at the Extraordinary General Meeting. Artisan will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

​

 

21

 

Q:

Who can help answer my questions?

​

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/​prospectus or the enclosed proxy card you should contact Artisan’s proxy solicitor as follows:

​

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: ARTA.info@investor.morrowsodali.com

To obtain timely delivery, shareholders must request the materials no later than           , 2021, or five business days prior to the Extraordinary General Meeting

You may also obtain additional information about Artisan from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are an Artisan Public Shareholder and you intend to seek redemption of your Artisan Public Shares, you shall need to either tender your share certificates (if any) to Continental, Artisan’s transfer agent, at the address below or deliver your Artisan Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case at least two business days prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact Artisan’s transfer agent as follows:

        
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, NY 10004-1561
Phone:                  
Email: proxy@continentalstock.com

 

22

 

23

 

24

 

25

 

26

 

27

 

​

28

 

29

 

30

 

31

 

32

 

​

33

 

34

 

35

 

36

 

​

37

 

​

38

 

​	​	​	As of June 30, 2021				​
Balance Sheet Data:	​	​	​	​	​	​	​
Cash	​	​	​	$	451,315	​	​
Investments held in trust account	​	​	​	$	339,312,020	​	​
Derivative asset – forward purchase agreement	​	​	​	$	612,761	​	​
Total assets	​	​	​	$	341,349,949	​	​
Warrant liabilities	​	​	​	$	18,948,864	​	​
Total liabilities	​	​	​	$	31,311,199	​	​
Ordinary shares subject to possible redemption	​	​	​	$	339,312,020	​	​
Total shareholders’ equity	​	​	​	$	(29,273,270)	​	​

​

​

​

Three Months Ended June 30, 2021

​

​

For the Period From February 2, 2021 (Inception) Through June 30, 2021

​

Statements of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Loss from operations

​

​

​

$

(507,635)

​

​

​

​

$

(513,135)

​

​

Expensed offering costs

​

​

​

​

(534,056)

​

​

​

​

​

(534,056)

​

​

Unrealized loss on investments held in trust account

​

​

​

​

(30,330)

​

​

​

​

​

(30,330)

​

​

Change in fair value of derivative asset – forward purchase agreement

​

​

​

​

223,119

​

​

​

​

​

223,119

​

​

Change in fair value of warrant liabilities

​

​

​

​

(4,694,294)

​

​

​

​

​

(4,694,294)

​

​

Net loss

​

​

​

$

(5,543,196)

​

​

​

​

$

(5,548,696)

​

​

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares

​

​

​

​

33,293,778

​

​

​

​

​

33,293,778

​

​

Basic and diluted net loss per share, redeemable Class A ordinary shares

​

​

​

$

(0.00)

​

​

​

​

$

(0.00)

​

​

Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares

​

​

​

​

9,389,100

​

​

​

​

​

9,242,521

​

​

Basic and diluted net loss per share, non-redeemable Class B ordinary shares

​

​

​

$

(0.59)

​

​

​

​

$

(0.60)

​

​

​	​	​	For the Period From February 2, 2021 (Inception) Through June 30, 2021				​
Statement of Cash Flows Data:	​	​	​	​	​	​	​
Net cash used in operating activities	​	​	​	$	(1,174,618)	​	​
Net cash used in investing activities	​	​	​	$	(339,342,350)	​	​
Net cash provided by financing activities	​	​	​	$	340,968,283	​	​

39

 

​

​

​

For the Three Months Ended March 31,

​

​

For the Years Ended December 31,

​

​

​

​

2021

​

​

2020

​

​

2020

​

​

2019

​

Selected Statement of Profit or Loss and Other Comprehensive Income Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenues

​

​

​

$

57,454,154

​

​

​

​

$

4,060,970

​

​

​

​

$

65,179,515

​

​

​

​

$

9,233,089

​

​

Operating expenses

​

​

​

​

(46,397,713)

​

​

​

​

​

(7,836,851)

​

​

​

​

​

(66,174,641)

​

​

​

​

​

(30,036,374)

​

​

Profit/(loss) from operations

​

​

​

​

11,056,441

​

​

​

​

​

(3,775,881)

​

​

​

​

​

(995,126)

​

​

​

​

​

(20,803,285)

​

​

Finance costs

​

​

​

​

(35,087)

​

​

​

​

​

(9,840)

​

​

​

​

​

(59,567)

​

​

​

​

​

(69,390)

​

​

Fair value loss on convertible securities

​

​

​

​

(7,266,092)

​

​

​

​

​

—

​

​

​

​

​

(2,846,750)

​

​

​

​

​

—

​

​

Profit/(loss) before taxation

​

​

​

​

3,755,262

​

​

​

​

​

(3,785,721)

​

​

​

​

​

(3,901,443)

​

​

​

​

​

(20,872,675)

​

​

Income tax (expense)/credit

​

​

​

​

(1,840,688)

​

​

​

​

​

3,162,958

​

​

​

​

​

1,937,558

​

​

​

​

​

677,474

​

​

Profit/(loss) for the period/year

​

​

​

​

1,914,574

​

​

​

​

​

(622,763)

​

​

​

​

​

(1,963,885)

​

​

​

​

​

(20,195,201)

​

​

Profit/(loss) attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity shareholders of Prenetics Limited

​

​

​

​

1,917,019

​

​

​

​

​

(620,313)

​

​

​

​

​

(1,939,689)

​

​

​

​

​

(20,141,991)

​

​

Non-controlling interests

​

​

​

​

(2,445)

​

​

​

​

​

(2,450)

​

​

​

​

​

(24,196)

​

​

​

​

​

(53,210)

​

​

Profit/(loss) for the year

​

​

​

​

1,914,574

​

​

​

​

​

(622,763)

​

​

​

​

​

(1,963,885)

​

​

​

​

​

(20,195,201)

​

​

Weighted average shares outstanding for the purpose of basic earnings/(loss) per share

​

​

​

​

14,543,817

​

​

​

​

​

12,891,569

​

​

​

​

​

13,176,752

​

​

​

​

​

12,891,569

​

​

Basic earnings/(loss) attributable loss per share

​

​

​

$

0.13

​

​

​

​

$

(0.05)

​

​

​

​

$

(0.15)

​

​

​

​

$

(1.56)

​

​

​

​

​

As of March 31, 2021

​

​

As of December 31,

​

​

​

​

2020

​

​

2019

​

Selected Statement of Financial Position Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-current assets

​

​

​

$

35,200,003

​

​

​

​

$

34,926,561

​

​

​

​

$

14,056,248

​

​

Current assets

​

​

​

​

65,688,886

​

​

​

​

​

43,956,750

​

​

​

​

​

15,630,093

​

​

Total assets

​

​

​

​

100,888,889

​

​

​

​

​

78,883,311

​

​

​

​

​

29,686,341

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-current liabilities

​

​

​

​

586,341

​

​

​

​

​

804,574

​

​

​

​

​

930,559

​

​

Current liabilities

​

​

​

​

67,133,028

​

​

​

​

​

47,071,730

​

​

​

​

​

11,903,076

​

​

Total liabilities

​

​

​

​

67,719,369

​

​

​

​

​

47,876,304

​

​

​

​

​

12,833,635

​

​

Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity attributable to equity shareholders of Prenetics Limited

​

​

​

​

33,249,371

​

​

​

​

​

31,084,413

​

​

​

​

​

16,905,916

​

​

Non-controlling interests

​

​

​

​

(79,851)

​

​

​

​

​

(77,406)

​

​

​

​

​

(53,210)

​

​

Total equity

​

​

​

​

33,169,520

​

​

​

​

​

31,007,007

​

​

​

​

​

16,852,706

​

​

Total equity and liabilities

​

​

​

​

100,888,889

​

​

​

​

​

78,883,311

​

​

​

​

​

29,686,341

​

​

40

 

​

41

 

(in thousands, except share and per share amounts)

​

​

Pro Forma Combined

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Three Months Ended March 31, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings for the period

​

​

​

$

2,989

​

​

​

​

$

2,989

​

​

Net earnings per share, PubCo Class A ordinary shares – basic

​

​

​

$

0.02

​

​

​

​

$

0.03

​

​

Weighted average shares outstanding, PubCo Class A ordinary shares – basic

​

​

​

​

128,219,599

​

​

​

​

​

101,301,499

​

​

Net earnings per share, PubCo Class A ordinary shares – diluted

​

​

​

$

0.02

​

​

​

​

$

0.02

​

​

Weighted average shares outstanding, PubCo Class A ordinary shares – diluted

​

​

​

​

138,261,956

​

​

​

​

​

111,343,856

​

​

Net earnings per share, PubCo Class B ordinary shares – basic

​

​

​

$

0.02

​

​

​

​

$

0.03

​

​

Weighted average shares outstanding, PubCo Class B ordinary shares – basic

​

​

​

​

9,890,352

​

​

​

​

​

9,890,352

​

​

Net earnings per share, PubCo Class B ordinary shares – diluted

​

​

​

$

0.01

​

​

​

​

$

0.01

​

​

Weighted average shares outstanding, PubCo Class B ordinary shares – diluted

​

​

​

​

30,244,993

​

​

​

​

​

30,244,993

​

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Year Ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

Loss for the year

​

​

​

$

(143,112)

​

​

​

​

$

(147,688)

​

​

Net loss per share, PubCo Class A ordinary shares – basic and diluted

​

​

​

$

(1.04)

​

​

​

​

$

(1.33)

​

​

Weighted average shares outstanding, PubCo Class A ordinary shares – basic and diluted

​

​

​

​

128,219,599

​

​

​

​

​

101,301,499

​

​

Net loss per share, PubCo Class B ordinary shares – basic and diluted

​

​

​

$

(1.04)

​

​

​

​

$

(1.33)

​

​

Weighted average shares outstanding, PubCo Class B ordinary shares – basic and diluted

​

​

​

​

9,890,352

​

​

​

​

​

9,890,352

​

​

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of March 31, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

538,951

​

​

​

​

$

269,770

​

​

Total liabilities

​

​

​

$

60,897

​

​

​

​

$

60,897

​

​

Total equity

​

​

​

$

478,054

​

​

​

​

$

208,873

​

​

42

 

43

 

​

​

​

Historical

​

​

Pro Forma Combined(5)

​

​

​

​

Artisan

​

​

Prenetics

​

​

Assuming No Redemption

​

​

Assuming Maximum Redemption

​

​

​

​

Class A Shares

​

​

Class B Shares

​

​

Ordinary Shares

​

​

Class A Shares

​

​

Class B Shares

​

​

Class A Shares

​

​

Class B Shares

​

As of and For the Three Months Ended March 31, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(1)(2)(3)

​

​

​

$

(0.67)

​

​

​

​

$

(0.67)

​

​

​

​

$

2.28

​

​

​

​

$

3.46

​

​

​

​

$

3.46

​

​

​

​

$

1.88

​

​

​

​

$

1.88

​

​

Net (loss) earnings per share – basic

​

​

​

$

(0.00)

​

​

​

​

$

(0.59)

​

​

​

​

$

0.13

​

​

​

​

$

0.02

​

​

​

​

$

0.02

​

​

​

​

$

0.03

​

​

​

​

$

0.03

​

​

Prenetics Shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

72,301,806

​

​

​

​

​

9,890,352

​

​

​

​

​

72,301,806

​

​

​

​

​

9,890,352

​

​

Artisan Public Shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

33,934,235

​

​

​

​

​

—

​

​

​

​

​

7,016,135

​

​

​

​

​

—

​

​

Sponsor and certain Artisan directors(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9,233,558

​

​

​

​

​

—

​

​

​

​

​

9,233,558

​

​

​

​

​

—

​

​

PIPE investors

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6,000,000

​

​

​

​

​

—

​

​

​

​

​

6,000,000

​

​

​

​

​

—

​

​

Forward Purchase Investors(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6,750,000

​

​

​

​

​

—

​

​

​

​

​

6,750,000

​

​

​

​

​

—

​

​

Weighted average shares outstanding – basic

​

​

​

​

33,293,778

​

​

​

​

​

9,389,100

​

​

​

​

​

14,543,817

​

​

​

​

​

128,219,599

​

​

​

​

​

9,890,352

​

​

​

​

​

101,301,499

​

​

​

​

​

9,890,352

​

​

Net (loss) earnings per share – diluted

​

​

​

$

(0.00)

​

​

​

​

$

(0.59)

​

​

​

​

$

0.04

​

​

​

​

$

0.02

​

​

​

​

$

0.01

​

​

​

​

​

0.02

​

​

​

​

​

0.01

​

​

Weighted average shares outstanding – diluted(6)

​

​

​

​

33,293,778

​

​

​

​

​

9,389,100

​

​

​

​

​

49,635,951

​

​

​

​

​

138,261,956

​

​

​

​

​

30,244,993

​

​

​

​

​

111,343,856

​

​

​

​

​

30,244,993

​

​

As of and For the Year Ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share(1)(2)(3)

​

​

​

​

N/A(7)

​

​

​

​

​

N/A(7)

​

​

​

​

$

2.13

​

​

​

​

​

N/A(8)

​

​

​

​

​

N/A(8)

​

​

​

​

​

N/A(8)

​

​

​

​

​

N/A(8)

​

​

Net loss per share – basic and diluted

​

​

​

​

N/A(7)

​

​

​

​

​

N/A(7)

​

​

​

​

$

(0.15)

​

​

​

​

$

(1.04)

​

​

​

​

$

(1.04)

​

​

​

​

$

(1.33)

​

​

​

​

$

(1.33)

​

​

Prenetics Shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

72,301,806

​

​

​

​

​

9,890,352

​

​

​

​

​

72,301,806

​

​

​

​

​

9,890,352

​

​

Artisan Public Shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

33,934,235

​

​

​

​

​

—

​

​

​

​

​

7,016,135

​

​

​

​

​

—

​

​

Sponsor and certain Artisan directors(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9,233,558

​

​

​

​

​

—

​

​

​

​

​

9,233,558

​

​

​

​

​

—

​

​

PIPE investors

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6,000,000

​

​

​

​

​

—

​

​

​

​

​

6,000,000

​

​

​

​

​

—

​

​

Forward Purchase Investors(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6,750,000

​

​

​

​

​

—

​

​

​

​

​

6,750,000

​

​

​

​

​

—

​

​

Weighted average shares outstanding – basic and diluted

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

13,176,752

​

​

​

​

​

128,219,599

​

​

​

​

​

9,890,352

​

​

​

​

​

101,301,499

​

​

​

​

​

9,890,352

​

​

​

44

 

​

45

 

​

46

 

47

 

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Prenetics and will also apply to the business and operations of PubCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of PubCo following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by PubCo, Artisan and Prenetics, which later may prove to be incorrect or incomplete. PubCo, Artisan and Prenetics may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Relating to Prenetics’s Business

Key Risks Relating to Prenetics’s Business

A significant portion of Prenetics’s historical revenue was, and its near-term revenue will be generated, from its COVID-19 testing services, the demand for which may be substantially reduced with the production and widely administered use of an efficacious vaccine or treatment for COVID-19, and failure of Prenetics to derive significant revenue from other products and services and expand its overall customer base would harm its business and results of operation.

Prenetics generated a total revenue of approximately $65.2 million for the year ended December 31, 2020, the year in which its COVID-19 testing services were established, out of which $50.9 million was generated from its diagnostic segment, which primarily comprises of COVID-19 testing services under Project Screen. Prenetics expects that revenue generated from its COVID-19 testing services will continue to account for a significant portion of its revenue in the near term and for the foreseeable future. Meanwhile, Prenetics also anticipates that the demand for COVID-19 testing services may be substantially reduced with the production and widely administered use of efficacious vaccines and other therapeutic treatment for COVID-19. Therefore, the ability of Prenetics to execute its growth strategies and achieve and maintain profitability will depend upon not only the continued market needs of its COVID-19 testing services but also its success in deriving significant revenue from other products and services.

Although Prenetics currently has a substantial number of existing customers and new institutional customers with whom it is actively negotiating contracts for COVID-19 testing, it faces intense competition from diagnostic testing companies as well as producers and developers of COVID-19 vaccines and therapeutic treatments, which could reduce the demand for COVID-19 testing. Prenetics may lose existing and future customers to competitors if those competitors produce more competitive products with higher testing accuracy or which are more affordable or easier to use, and its overall marketing opportunities may lessen if COVID-19 vaccines are widely adopted and distributed. If Prenetics is unable to launch new products successfully and expand its overall customer base, its business and results of operations will be materially and adversely affected.

The diagnostic testing market, particularly with respect to COVID-19 testing, is highly competitive, and many of Prenetics’s competitors are larger, better established and have greater financial and other resources.

The diagnostic testing market, particularly with respect to COVID-19 testing, is highly competitive and Prenetics faces and expects ongoing substantial competition from different sources, including from diagnostic test manufacturers and producers, and development of vaccines and other therapeutic treatments, which could reduce the demand for COVID-19 testing. Prenetics believes that its ability to compete in the diagnostic testing market depends upon a variety factors such as product quality, accuracy of testing, timeliness of testing results, convenience and ease of use, underlying technology, price, customer and user experience, and certain additional factors that are beyond Prenetics’s control, including:

 

48

 

•

ability to develop and commercialize products and meet consumer demand;

​

•

support from evidence of clinical performance;

​

•

ability to obtain and maintain required regulatory approvals;

​

•

level of patent protection;

​

•

ability to achieve economies of scale by lowering production cost;

​

•

pricing level;

​

•

access to adequate capital; and

​

•

ability to attract and retain qualified personnel.

​

In terms of its diagnostic testing business, Prenetics faces ongoing intense competition from different sources, including from manufacturers and producers of diagnostic tests, vaccines and therapeutic treatments. In diagnostic testing, we anticipate facing competition from companies that have or are developing molecular tests (including centralized laboratory and POC tests) as well as antigen and antibody tests to detect SARS-CoV-2. We also face competition from companies developing at-home influenza tests, like Ellume Limited. In addition, we face competition from companies developing a combination of COVID-19, influenza and STD tests, like Lucira Health, Inc. We face potential competition from many sources, including academic institutions, public and private research institutions and governmental agencies. Competitors with diagnostic tests include private and public companies, such as Cue Health Inc., LumiraDx Limited, BGI Group, KingMed Diagnostics (Hong Kong) Limited, Sonic Healthcare Limited, Myraid Genetics, Inc. and Invitae Corporation. Many of Prenetics’s current and potential competitors are significantly larger, and have substantially greater financial, scientific, manufacturing and other resources, which may allow these competitors to respond more quickly to emerging technologies, obtain regulatory approvals for their products faster, and develop and commercialize competitive products with greater functionality or at lower cost than Prenetics, resulting in these competitors establishing a stronger market position than Prenetics is able to. If Prenetics is unable to compete effectively, its commercial opportunity may be lost or significantly reduced and it may fail to meet its strategic objectives, and its business, financial condition and operating results could be harmed.

In addition to competition from diagnostic testing companies, there are companies developing vaccines and therapeutic treatments for COVID-19 and other infectious diseases, which could reduce the demand for diagnostic testing. As of September 25, 2021, 7 COVID-19 vaccines have been approved for use by WHO. As a result, Prenetics’s COVID-19 testing market opportunities may lessen or disappear in the long run if existing or future vaccines are widely distributed and become widely used.

The consumer genetic testing market is highly competitive, and many of Prenetics’s competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of its consumer genetic testing business.

In addition to diagnostic testing, Prenetics also operates a consumer genetic testing business primarily through its CircleDNA product line. Consumer genetic testing is a rapidly growing market and, the number of companies with products and technologies similar to CircleDNA continues to increase. Prenetics anticipates facing competition. Prenetics’s ability to compete depends upon a number of factors both within and beyond Prenetics’s control, including the following:

•

quality and reliability of its solutions;

​

•

accessibility of results;

​

•

turnaround time of testing results;

​

•

price;

​

•

convenience and ease of use;

​

•

selling and marketing efforts;

​

•

additional value-added services and health informatics tools;

​

 

49

 

•

customer service and support efforts;

​

•

adaptability to evolving regulatory landscape;

​

•

the ability to execute strategies to protect data privacy and build customer trust; and

​

•

Prenetics’s brand recognition relative to its competitors.

​

Prenetics also faces competition from other companies attempting to enter the genetic testing market and capitalize on similar opportunities. Many of Prenetics’s current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and market penetration, substantially greater financial, technological, marketing and other resources than it does. These factors may allow them to be able to respond more quickly to changes in customer requirements and emerging technologies, devote greater resources to the research, development, marketing and sales of their products, and adopt more aggressive pricing policies than Prenetics does. As a result, Prenetics’s competitors may develop products or services that are similar to or that achieve greater market acceptance than its offerings, and Prenetics may not be able to compete effectively against these organizations.

If Prenetics fails to compete successfully against its current and future competitors, it may be unable to increase sales revenue and market share, improve its results of operations, or achieve profitability.

Prenetics’s near-term success is highly dependent on the successful launch of Circle HealthPod and the continued commercialization of its COVID-19 testing services in its target geographies. If Prenetics’s existing or new products are unable to attain market acceptance or be successfully commercialized in all or any of these jurisdictions, its business and future prospects could be materially and adversely affected.

Prenetics’s near-term success is dependent on the successful launch of Circle HealthPod, which is a rapid detection health monitoring system that has been pre-ordered by and delivered to certain customers and is expected to be officially launched by the end of 2021, initially in Hong Kong. Circle HealthPod offers individuals a lab-quality molecular testing solution for COVID-19 rapid testing at POC and for home use, and is expected to continue to penetrate jurisdictions other than Hong Kong. While Circle HealthPod is currently used only for COVID-19 testing, Prenetics plans to enhance it to cover a range of tests traditionally conducted in clinical laboratories such as tests for influenza and STDs. The commercial success of Circle HealthPod and the continued success of Prenetics’s COVID-19 testing services in its other target geographies will depend on many factors, some of which are outside of Prenetics’s control, including the following:

•

the timely receipt of regulatory approvals and marketing authorizations from the regulatory authorities in jurisdictions to which it plans to expand its business operations including Singapore, Malaysia, Thailand, Vietnam, the Philippines, the United States, India and South Africa, among others;

​

•

the ability to successfully expand the testing capability of Circle HealthPod to detect other infectious diseases and accommodate additional assays in the current system;

​

•

the ability to continue to scale up its manufacturing and commercial capabilities and improve Circle Healthpad while maintaining similar manufacturing cost and quality so that it can manufacture its testing products in sufficient capacity to meet customer requirements on quality and performance and market demand;

​

•

the ability of its COVID-19 testing services to accurately detect different strains of SARS-CoV-2, the virus that causes COVID-19, created by genetic mutation or otherwise, such as the SARS-CoV-2 variants of concern known as the Alpha, Beta, Gamma and Delta variants or other new variants that have emerged or may emerge around the world;

​

•

acceptance by healthcare systems and providers, governments and regulatory authorities, key opinion leaders, consumers and the overall medical community of the convenience, accuracy, sufficiency and other benefits offered by its COVID-19 testing products;

​

•

perceptions by the public and members of the medical community as to the perceived advantages, relative cost, relative convenience and relative accuracy of its COVID-19 test kit compared to those of its competitors;

​

 

50

 

•

the effectiveness of its marketing and sales efforts, including its ability to have a sufficient number of talented sales representatives to sell its testing services;

​

•

the length of the COVID-19 pandemic and the extent to which widespread vaccinations in Hong Kong, the U.K. and elsewhere reduces demand for COVID-19 testing; and

​

•

its ability to achieve and maintain compliance with all regulatory requirements applicable to its products in various jurisdictions, including manufacture, labeling, advertising, promotion and post-market surveillance requirements.

​

Although Prenetics has already received regulatory approval to sell COVID-19 test kits in Hong Kong, the U.K. and the European Union, its test kits may not receive regulatory approvals or market authorizations due to the complexity of domestic regulatory regimes in other jurisdictions it plans to expand to, or even if Prenetics does receive the regulatory approvals, its test kit may not receive broad market acceptance among customers, physicians, users and others in the medical community. Prenetics expects to officially launch Circle HealthPod by the end of 2021 initially in Hong Kong and is preparing to apply for approvals from the U.S. FDA and for European Union notified body assessment as required by EU IVDD for certification of for home use. There is no guarantee that Prenetics will receive approvals and marketing authorizations from the regulatory authorities in its target geographies in time or at all.

If its COVID-19 testing services and Circle HealthPod are not successfully commercialized as expected, Prenetics may not be able to generate sufficient revenue to become profitable, and failure to gain broad market acceptance could also have a material adverse effect on the broader commercial success of Prenetics’s future testing products, and on Prenetics’s business, operations results and financial condition.

In addition, the COVID-19 diagnostic testing market is characterized by rapid technological developments, and even if it were to gain widespread market acceptance temporarily, Prenetics’s COVID-19 testing services may be rendered uncompetitive or obsolete if it is unable to match any new technological advances in this market. Further, market adoption of its COVID-19 testing services and Circle HealthPod may also be materially affected by the availability and efficaciousness of vaccines or the emergence of other therapeutic treatments for COVID-19. If Prenetics is unable to match technological improvements in competitive products or effectively respond to the needs of its customers and users, the demand for its COVID-19 testing services and Circle HealthPod could be reduced and its revenue could be adversely affected.

Prenetics relies substantially on third-party contract manufacturers for the manufacturing, quality-testing, assembly and shipping of its COVID-19 test kit, Circle HealthPod and other products. Any termination of significant rights under the existing arrangements would disrupt Prenetics’s ability to sell and distribute its COVID-19 test kit, Circle HealthPod and other products until and unless it finds new contract manufacturers, which would materially and adversely affect its business.

Prenetics does not have in-house manufacturing capabilities and does not plan to develop such capacity in the foreseeable future. Prenetics relies substantially, and intends to continue to rely substantially on third-party contract manufacturers for the manufacturing, quality-testing, assembly and shipping of all of its existing products including Circle HealthPod.

Any variation or termination of or loss of rights under the existing manufacturing arrangements may require changes to Prenetics’s manufacturing plans and would harm Prenetics’s ability to commercialize, sell and distribute its COVID-19 test kit and Circle HealthPod, which in turn would have a material adverse effect on its business, operating results and prospects. If Prenetics were to lose its rights under the existing arrangements, it would be difficult for Prenetics to find an alternative manufacturer, which could cause significant delays for Prenetics to bring its products to market. Prenetics has also granted an exclusive license to a third-party contract manufacturer to use Prenetics’s intellectual property to manufacture and deliver the COVID-19 test kits to Prenetics, pursuant to a license agreement. Prenetics therefore must rely on such manufacturing agreement for COVID-19 test kits manufactured in mainland China and cannot, by itself or through a different third party, use the exclusively licensed intellectual property to develop, make, use, import, export and market the technology for such test kits in mainland China in the event such third-party contract manufacturer is unable to provide Prenetics with sufficient supply.

 

51

 

Prenetics needs to substantially increase the production capacity of its COVID-19 test kits and Circle HealthPod in order to achieve its near-term and long-term business development goals. If the third-party manufacturers Prenetics partners with are unable to increase and achieve the required or target production capacities, Prenetics would be unable to fulfill its actual or anticipated customer demand which would negatively impact its business, financial condition and results of operations. In addition, Prenetics’s inability to meet the manufacturing and production requirements could cause Prenetics to lose its existing customers or fail to attract new customers which would also negatively impact its business, financial condition and results of operations.

Prenetics has a number of pipeline products that are currently in the R&D phase, including Circle Medical, Circle SnapShot, future assays of Circle HealthPod, Circle One and F1x and Fem, and may not be successful in its efforts to develop any of these or other products into marketable products. Any failure to develop these or other products or any delay in the development could adversely affect its business and future prospects.

Prenetics has a number of pipeline products that are currently in the R&D stage, including Circle Medical and Circle SnapShot, which are advancement of existing diagnostic testing products, and Circle One, F1x and Fem, which are personalized care, hair and sexual health products.

For certain of Prenetics’s pipeline products, before obtaining approvals from regulatory authorities for the marketing and sales of these pipeline products in certain jurisdictions, Prenetics must complete certain registration processes with the local regulatory authorities. For example, with respect to In Vitro Diagnostic (“IVD”) testing devices, in the U.K. and the European Union, IVD devices are regulated by Directive 98/​79/EC (“EU IVDD”), and must comply with the essential safety, health, design and manufacturing requirements under EU IVDD. Beginning in January 1, 2021, IVD device manufacturers can also place a device by registering with the Medicines and Healthcare products Regulatory Agency (“MHRA”). Under the MHRA requirements, IVD devices must meet essential requirements including demonstrating safety and efficacy of the device and be registered with the MHRA.

Prenetics expects to officially launch Circle HealthPod by the end of 2021, initially in Hong Kong, and is currently preparing to apply for EUA approval from U.S. FDA and for European Union notified body assessment as required by EU IVDD for certification for home use, for which Prenetics is required to carry out clinical trials and human-factor usability studies in the U.S., the U.K. and Hong Kong to demonstrate the safety and efficacy of the product to support the EUA submission. Prenetics cannot be certain that any clinical trials will be conducted as planned or completed on schedule, if at all, or that any of its pipeline products will be successful in clinical trials or receive regulatory approval.

Failure of Prenetics to successfully complete the registration process or clinical studies could result in additional costs to Prenetics, delay the commercialization of its pipeline products and negatively impact Prenetics’s ability to generate revenue. If Prenetics does not receive regulatory approvals for its pipeline products, or otherwise fail to develop these products or there is any delay in the development, its business prospects will be materially and adversely affected.

In addition, even if Prenetics successfully develops and obtains regulatory approval for its pipeline products, Prenetics’s future success is dependent on its ability to then successfully commercialize new products. There is no assurance that Prenetics will be able to obtain adequate manufacturing supply, build a commercial organization, and commence marketing efforts before Prenetics generates any significant revenue from the sales of new commercial products, if ever.

Clinical trials, and verification and validation studies necessary to support a future product submission with regulatory authorities will be expensive and may require the enrollment of large numbers of subjects or the availability of a large number of test samples, and suitable subjects or samples may be difficult to identify and recruit or obtain. Delays or failures in Prenetics’s clinical trials will prevent it from commercializing any modified or new products and will adversely affect its business, operating results and prospects.

Prenetics is currently preparing to apply for EUA from U.S. FDA and for European Union notified body assessment as required by EU IVDD for home use for Circle HealthPod, for which Prenetics is required to conduct clinical trials and usability test to demonstrate the safety and efficacy of these products. Initiating and completing clinical trials necessary to support the regulatory application will be time

 

52

 

consuming and expensive and the outcome is uncertain. Moreover, the results of early clinical trials are not necessarily predictive of future results, and any products Prenetics advances into clinical trials and verification and validation studies may not have favorable results in subsequent clinical trials or studies. In addition, Prenetics is also in the process of conducting clinical studies necessary to support the commercialization of ColoClear, a pipeline product for early colorectal cancer screening, in several jurisdictions other than Hong Kong.

Conducting successful clinical trials and/or studies will require the enrollment of large numbers of subjects, the success of which depends on many factors, including the nature of the trial protocol, the indication of the underlying test kit/testing device, the risks associated with the trial, the availability of appropriate clinical trial investigators and support staff, and the ability of subjects to comply with the eligibility and other enrollment criteria of the trial. Conducting successful verification and validation studies will require identification and access to a substantial number of suitable samples, as well as successful data entry, analysis, review and verification, all of which are critical to securing the success of the study session. Delay in any step of the study sessions would significantly prolong the process of collecting, logging and verifying data.

Prenetics’s clinical trials may also be affected by the COVID-19 pandemic. For example, potential subjects in Prenetics’s clinical trials may choose to not participate in clinical trials as a precaution against contracting COVID-19. Some subjects may not be able or willing to comply with clinical trial protocols if quarantines impede subject movement or interrupt healthcare services. Delays in subject enrollment or failure of subjects to continue to participate in a clinical trial may cause an increase in costs and delays in the approval and attempted commercialization of Prenetics’s products.

If the third parties engaged by Prenetics to conduct clinical trials fail to render their services as contractually required or expected, Prenetics may not be able to obtain regulatory approval for or commercialize its products.

Prenetics does not have the ability to independently conduct clinical trials that are required to obtain regulatory approvals for Prenetics’s certain products, and Prenetics must rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories, to conduct such trials. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced for any reason, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to Prenetics’s clinical protocols or regulatory requirements or for other reasons, Prenetics’s clinical trials may be extended, delayed, suspended or terminated, and Prenetics may not be able to obtain regulatory approval for, or successfully commercialize, Prenetics’s products on a timely basis, if at all, and Prenetics’s business, operating results and prospects may be adversely affected. Furthermore, Prenetics’s third-party clinical trial investigators may be delayed in conducting Prenetics’s clinical trials for reasons outside of their control.

If Prenetics is not successful in leveraging its platform and technology to discover, develop and commercialize additional products, its ability to expand its business and achieve its strategic objectives would be impaired.

Prenetics believes that its platform and technology are empowered to launch different products to be used in various settings and to target other infectious diseases in addition to COVID-19. Therefore, one of Prenetics’s key growth strategies is to capitalize on the flexibility of its platform and technology and develop other products. Prenetics is actively engaging in research and development with Oxford to expand the testing capability of Circle HealthPod to cover a range of tests traditionally conducted in clinical laboratories such as tests for influenza and STDs, and also plans to conduct additional research and development activities to further explore the potential of its use in detecting more diseases. Prenetics may not be successful in developing these additional assays in a timely manner or at all.

Developing new testing products requires substantial technical, financial and human resources, whether or not any testing products are ultimately developed or commercialized, which may divert management’s attention away from its current businesses. Prenetics may pursue what it believes to be a promising opportunity to leverage its platform only to discover that certain of its resource allocation decisions were incorrect or insufficient, or that certain testing products or its platform in general has risks that were previously unknown or underappreciated. In the event material decisions with respect to its strategy turn out to be incorrect or sub-optimal, Prenetics may experience a material adverse impact on its business and

 

53

 

ability to fund its operations and capitalize on what it believes to be its potential. The success of developing any new products will depend on several factors, some of which are outside of Prenetics’s control, including its ability to:

•

properly identify and anticipate physician and patient needs;

​

•

assemble sufficient resources to discover additional testing products;

​

•

develop and introduce new products or enhancements in a timely manner;

​

•

demonstrate, if required by regulatory authorities, the accuracy and usability of new testing products and enhancements with data from clinical trials;

​

•

obtain the necessary regulatory clearances or approvals for expanded indications, new testing products or enhancements;

​

•

be fully compliant with regulations on marketing of new devices or modified products;

​

•

produce new testing products in a cost-effective manner; and

​

•

provide adequate training to potential users of its new testing products that contain enhanced features.

​

If Prenetics fails to develop or improve its products and services for additional applications or features, it may not be able to compete effectively with the research and development programs of its competitors, and such failure to develop or inability to compete could harm its business.

If Prenetics’s products and services do not deliver reliable results as expected, its reputation, business and operating results will be adversely affected.

The success of Prenetics’s products and services depends on the market’s confidence that it can provide reliable test kits that enable high-quality diagnostic testing with high accuracy, sensitivity and specificity and with short turnaround times. There is no guarantee that the accuracy and reproducibility Prenetics has demonstrated to date will continue as its product deliveries increase and its product portfolio expands.

Prenetics’s products and services use a number of complex and sophisticated biochemical and bioinformatics processes, many of which are highly sensitive to external factors, including human error. An operational, technological, user or other failure in one of these complex processes or fluctuations in external variables may result in sensitivity or specificity rates that are lower than Prenetics anticipates or result in longer than expected turnaround times.

As a result, the test performance and commercial attractiveness of Prenetics’s products may be adversely affected, and its reputation may be harmed. If Prenetics’s products do not perform, or are perceived to not have performed, as expected or favorably in comparison to competitive products, its operating results, reputation, and business will suffer, and it may also be subject to legal claims arising from product limitations, errors, or inaccuracies.

Furthermore, there is no guarantee that customers will always use these products properly in the manner in which they are intended. Any intentional or unintentional misuse of these products by customers could lead to substantial civil and criminal monetary and non-monetary penalties, and could result in significant legal and investigatory fees.

Other Risks Relating to Prenetics’s Business

Prenetics has incurred net losses since its inception, and it anticipates that it will continue to incur losses for the foreseeable future, which could harm its future business prospects.

Prenetics has incurred substantial losses since its inception. For the years ended December 31, 2020 and 2019, its net losses were $2.0 million and $20.2 million, respectively. Prenetics has financed its operations principally from the issuances of preferred shares and convertible securities to third-party investors, and has received over $65 million in funding to date. Prenetics may continue to incur losses both in the near term and longer term as it continues to devote a significant portion of its resources to scale up its business and

 

54

 

operations, including continuing to build out its corporate infrastructure, increasing its manufacturing capabilities, engaging in continued research and development of key testing technologies as it works to expand its portfolio of available test services, and other related business activities, and as it incurs additional costs associated with operating as a public company following the business combination.

Prenetics only started to realize revenue for its diagnostic segment from its COVID-19 testing services since April 2020. Since then, it has incurred significant expenses in connection with scaling up its operations, including costs associated with scaling up operations, sales and marketing expenses, and costs associated with the hiring of new employees, the continued growth of its business and development of its corporate infrastructure. While its revenue has increased over time, given the numerous risks and uncertainties associated with its research, development, manufacturing and commercialization efforts, Prenetics expects to continue to incur significant losses as it develops and invests in its business, and it is unable to predict when it will become profitable on a sustained basis or at all. Prenetics’s ability to achieve or sustain profitability is based on numerous factors, many of which are beyond its control, including, among other factors, market acceptance of its products, the length of the COVID-19 pandemic, the vaccination effectiveness and vaccination rates, future product development, its market penetration and margins and its ability to commercialize the pipeline products. Losses have historically had an adverse effect on Prenetics’s working capital, total assets and shareholders’ equity, and expected future losses may continue to have an adverse effect on Prenetics’s working capital, shareholders’ equity, and the price of PubCo Class A Ordinary Shares. The failure of Prenetics to achieve and sustain profitability in the future would negatively affect its business, financial condition, results of operations and cash flows, and could cause the market price of PubCo Class A Ordinary Shares to decline.

Prenetics is an early-stage company and has a limited operating history, and its near-term business strategy and in-house R&D efforts are centered around new and rapidly developing markets including point-of-care testing (POCT) for infectious diseases diagnosis, which may make it difficult to evaluate its current business and predict its future performance.

Prenetics began operations in 2014 and commercially launched its first consumer genetic testing kit under CircleDNA in July 2019 and its COVID-19 testing services under Project Screen in April 2020, respectively. Accordingly, Prenetics is a relatively early-stage company with a limited operating history upon which you can evaluate its business and prospects. Prenetics’s limited operating history may make it difficult to evaluate its current business and predict its future performance, prospects or viability. Any assessment of its prospects is subject to significant uncertainty and must be considered in light of the risks and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as Prenetics. These risks include, among others, an evolving and unpredictable business model and the management of growth. To address these risks, Prenetics must, among other things:

•

increase its customer base;

​

•

continue to implement and successfully execute its business and marketing strategy;

​

•

identify, acquire and successfully integrate assets or technologies in areas that are complementary to its business strategy;

​

•

successfully enter into other strategic collaborations or relationships;

​

•

obtain access to capital on acceptable terms and effectively utilize that capital;

​

•

identify, attract, hire, retain, motivate and successfully integrate additional employees;

​

•

continue to expand, automate and upgrade its laboratory, technology and data systems;

​

•

provide rapid test turnaround times with accurate and clear results at low prices;

​

•

provide superior customer service; and

​

•

respond to competitive developments.