Filed by Prenetics Global Limited
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Artisan Acquisition Corp.
Commission File No.: 001-40411
1 Disclaimer This Presentation has been prepared by Artisan Acquisition Corp.(“SPAC”) and Prenetics Group Limited (the “Company”) in connection with a potential business combination involving SPAC and the Company (the “Transaction”) and is preliminary in nature and solely for informationpurposes and must not be relied upon for any other purpose. This Presentation does not constitute (i) an offer or invitation for the sale or purchase of the securities, assets or business described herein or a commitment of the Company or SPAC with respect to any of the foregoing or (ii) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction, and this Presentation shall not form the basis of any contract, commitment or investment decision and does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities willbe made only pursuant to a definitivesubscription agreement and willbe made in reliance on an exemption from registration under the Securities Act of 1933 (the “Securities Act”) for offers and sales of securities that do not involve a public offering. This Presentation does not purport to contain all information that may be required or relevant to an evaluation of the Transaction, and you will be responsible for conducting any investigations and analysis that you deem appropriate and for seeking independent advice as to the legal, tax, accounting, financial, credit and other related advice with respect to the Transaction. SPAC and the Company reserve the right to amend or replace this Presentation at any time but none of SPAC and the Company, their respective subsidiaries, affiliates, legal advisors, financial advisors or agents shall have any obligation to update or supplement any content set forth in this Presentation or otherwise provide any additional information to you in connection with the Transaction should circumstances, management’s estimates or opinions change or any information provided in this Presentation become inaccurate. Forward-LookingStatements This Presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this Presentation, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of SPAC and the Company as of the date of this Presentation, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to us. Some of these factors include, but are not limited to: the success of the new product or service offerings of the Company and its subsidiaries (the “Group”), the Group’s ability to attract new and retain existing customers, competitive pressures in the industry in which the Group operates, the Group’s ability to achieve profitability despite a history of losses, the Group’s ability to implement its growth strategies and manage its growth, the Group’s ability to meet consumer expectations, the Group’s ability to produce accurate forecasts of its operating and financial results, the Group’s internal controls, fluctuations in foreign currency exchange rates, the Group’s ability to raise additional capital, media coverage of the Group, changes in the regulatory environments of the countries in which the Group operates, general economic conditions in the countries in which the Group operates, the Group’s ability to attract and retain senior management and skilled employees, the success of the Group’s strategic alliances and acquisitions, changes in the Group’s relationship with its current customers, suppliers and service providers, disruptions to information technology systems and networks, the Group’s ability to protect its brand and reputation, the Group’s ability to protect its intellectual property, potential and future litigation that the Group may be involved in, taxes or other liabilities that may be incurred or required subsequent to, or in connection with, the consummation of the Transaction. The foregoing list of factors is not exhaustive. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. In light of these factors, risks and uncertainties, any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Presentation should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of this Presentation and the “Risk Factors” section of the proxy statement/prospectus on Form F-4 relating to the Transaction, which has been confidentially submitted to the U.S. Securities and Exchange Commission (“SEC”), and other documents filed from time to time with SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materiallyfrom those contained in the forward-lookingstatements. SPAC and the Company assume no obligation and do not intend to update or revise these forward-lookingstatements,whether as a result of new information,future events or otherwise. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible to predict all risks, or assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition. In addition, the analyses of SPAC and the Company contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Company, SPAC or any other entity. There may be additional risks that neither SPAC nor the Company presently know or that SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s and SPAC’s assessment as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-lookingstatements.
2 Disclaimer (Cont’d) IndustryandMarketData This Presentation also contains information, estimates and other statistical data derived from third party sources (including Frost & Sullivan). Such information involves a number of assumptions and limitations and due to the nature of the techniques and methodologies used in market research, and Frost & Sullivan cannot guarantee the accuracy of such information. You are cautioned not to give undue weight on such estimates. Neither SPAC nor the Company has independently verified such third party information, and makes no representation, express or implied, as to the accuracy, completeness, timeliness, reliability or availability of such third party information. SPAC and the Company may have supplemented such information where necessary, taking into account publicly available information about other industry participants. Use ofProjectionsandHistoricalFinancialInformation The 2019 and 2020 historical financial data included in this Presentation has been derived from Prenetics Limited’s 2019 and 2020 financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are subject to updates based on an ongoing external audit in accordance with the Public Company Accounting Oversight Board standards. In addition, the Company’s quarterly financial data included in this Presentation is based on financial data derived from the Company’s management accounts that have not been reviewed or audited and are subject to further review and updates. This Presentation contains ﬁnancial forecasts for the Company with respect to certain ﬁnancial results for the Company’s ﬁscal years 2021 through 2025 for illustrative purposes. Neither SPAC’s nor the Company’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this Presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective ﬁnancial information are inherently uncertain and are subject to a wide variety of signiﬁcant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective ﬁnancial information. While such information and projections are necessarily speculative, SPAC and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective ﬁnancial information. Inclusion of the prospective ﬁnancial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective ﬁnancial information will be achieved. All subsequent written and oral forward-lookingstatements concerning the Company and SPAC, the Transaction or other matters and attributable to the Company and SPAC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Non-IFRSFinancialMeasures This Presentation also includes references to non-IFRS financial measures, such as the Company’s Adjusted EBITDA for 2019 and 2020. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS. SPAC and the Company believe these non-IFRS measures of ﬁnancial results provide useful information to management and investors regarding certain ﬁnancial and business trends relating to the Company’s ﬁnancial condition and results of operations. SPAC and the Company believe that the use of these non-IFRS ﬁnancial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s ﬁnancial measures with other similar companies, many of which present similar non-IFRS ﬁnancial measures to investors. Management does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. These non-IFRS ﬁnancial measures are subject to inherent limitationsas they reﬂect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS ﬁnancial measures. Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
3 Disclaimer (Cont’d) AdditionalInformation If the Transaction is pursued, SPAC will be required to file a preliminary and definitive proxy statement, which may include a registration statement, and other relevant documents with the SEC. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they willcontain updates to the financial,industry and other informationherein as wellas important informationabout SPAC, the Company and the Transaction. Shareholders willbe able to obtain a free copy of the proxy statement (when filed), as well as other filings containing informationabout SPAC, the Company and the Transaction, without charge, at the SEC’s website located at www.sec.gov. ParticipantsintheSolicitation SPAC and the Company, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Transaction.A list of the names of such directors and executive officers and information regarding their interests in the Transaction will be contained in the proxy statement when available. You may obtain free copies of the proxy statement as described in the preceding paragraph. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the Transaction when it becomes available. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but such references are not intended to indicate, in any way, that SPAC or the Company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Neither SPAC, the Company, nor any of their respective directors, officers, employees, affiliates, advisors, representatives or agents, make any representation or warranty of any kind, express or implied, as to the value that may be realized in connection with the Transaction, the legal, regulatory, tax, financial, accounting or other effects of the Transaction or the accuracy or completeness of the information contained in this Presentation, and none of them shall have any liability based on or arising from, in whole or in part, any information contained in, or omitted from, this Presentation or for any other written or oral communication transmitted to any person or entity in the course of its evaluation of the Transaction, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive,special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the informationherein. By accepting this Presentation, the recipient willbe deemed to have acknowledge and agreed to the foregoing.
4 Presenters Stephen Lo, CPA, CFA Chief Financial Officer Danny Yeung CEO & Co-Founder Ben Cheng Chief Executive Officer
5 Adrian Cheng Led Team Backed by Inspirational Independent Directors Dr. Adrian Cheng Founder of Artisan Acquisition Corp. William Keller Independent Director Mitch Garber, C.M. Independent Director Frank Yu Independent Director Sean O’Neill Independent Director Ben Cheng Chief Executive Officer of Artisan Acquisition Corp.
6 Prenetics is a Clear Fit for Artisan Acquisition Corp. Focus on disruptive lifestyle technologies in healthcare, consumer, technology Strong fundamentals with significant value creation opportunities Well-positioned to deliver value and synergies in the group’s global cultural ecosystem Growth upsides through tapping global consumers’ unmet demands & burgeoning markets Target Criteria – Clearly Met by Prenetics 1 2 3 4 5 Disrupting & decentralizing global healthcare with large global opportunity of over US$1.3trn1 Strong R&D and product innovation capabilities backed by experienced in-house team, strategic collaboration with Oxford University and vibrant scientific ecosystem First-mover advantage in target geographies with robust product pipeline and high growth potential; well positioned to replicate U.S. success stories in its target geographies Inspirational founder backed by strong leadership team of tech, biotech, healthcare and consumer veterans Strong financial profile and highly attractive expected valuation relative to peers Source: Frost & Sullivan. Notes: 1. Global opportunity as of 2030; represents global market sizes and target addressable markets, except for colorectal cancer screening which does not include mainland China. Investment Thesis for
7 Significant Synergies - Prenetics and Adrian Cheng’s Ecosystem Significant Synergies • Healthcare channel and user access • Broad network of locations covering healthcare, retail, hospitality and other sectors • Extensive customer, user, and fan base across platforms • Direct corporate use cases across eco-system Education & Sports Healthcare & Wellness Hospitality Infrastructure & Aviation Roads Logistics Construction Cultural Retail Residential Workspace Services Culture & Social Innovation Adrian Cheng's 14M Members Global Eco-system
8 Decentralizing Healthcare Prevention, Diagnostics and Personalized Care
9 Personalized Care Diagnostics Prevention Existing Products Future Products Personalized nutrition, hair & sexual health products Covid-19 testing, POCT / At-home diagnostic testing and medical genetic testing Consumer genetic testing and early colorectal cancer screening Decentralizing Healthcare 2025E Revenue $640mm 24.9%4 7.3%4 67.8%4 Global Opportunity: US$117 Billion+1 Global opportunity: US$849 Billion+3 Global opportunity: US$376 Billion+2 Source: Frost & Sullivan. Notes: Global opportunity as of 2030. 1. Represents global target addressable market for early colorectal cancer screening (except for mainland China) and global market size for consumer genetic testing. 2. Represents global target addressable market for hair loss and erectile dysfunction and global market size for personalized nutrition. 3. Represents global market size for medical device. 4. Represents each business segment revenue as % of total revenue expected in 2025.
10 Leading Diagnostics / DNA testing company in HK and UK 11 Labs 7 mobile / airport labs in HK & UK, and 4 fixed labs $85M Lifetime Fundraising $205M 2021E Revenue 700+ Total Employees 6M+ Total tests processed1 Notes: 1. Include CircleDNA and Covid-19 tests; as of October 31, 2021. 2. Assays to test other infectious diseases are currently under development. Covid-19 PCR test enabled by in-house developed, cloud-based, automated end-to-end solution with capability to perform over 40K tests daily Covid-19 rapid testing developed by the University of Oxford, utilizing NAAT Patent pending POC & at-home rapid detection health monitoring system (e.g. Covid-19 & other infectious disease testing2) On-going development on at-home blood based testing for routine health check Whole exome sequencing with proprietary 31mm DNA datapoint algorithm The only NMPA approved non-invasive FIT-DNA colorectal cancer screening test OX-LAMP Prevention Diagnostics
11 Strategic R&D Collaboration with Oxford University Prenetics Molecular Diagnostics Research Center at Oxford University Oxford University 3-Year Research Grant OSCAR – Oxford Suzhou Centre for Advanced Research Combined research with Oxford University enables Prenetics to have its own research centre at Oxford University Prenetics R&D team already works closely with Oxford team of Professors, with collaboration further enabling us to commercialize novel inventions Prenetics’ ROFR to acquire technology / IP Key research directly with Oxford and the team of professors from March 2021 Initial focus: a) Improving sensitivity and time to results of Covid-19 reagent b) Development of enzymes to lower cost c) Assay development (e.g. infectious disease, STD) Key research directly with the only overseas research centre by Oxford Initial focus will be on a) HealthPod general development b) HealthPod for Clinicians development Close Collaboration with Prenetics In-house R&D Teams Dr. Lawrence Tzang, Ph.D. Co-founder & Chief Scientific Officer Scientific & Laboratory team Dr. Senthil Sundaram, M.D. Chief Clinical Officer Clinical & Bioinformatician team Dr. Mike Ma, Ph.D. Head of R&D Clinical R&D team Dr. Peter Wong, DPhil Chief Technology Officer Engineering & Development team Dame Caroline Wilson (British ambassador to China) at OSCAR opening – June 2021 Frank Ong, MD Chief Medical Officer Circle Snapshot R&D & Setup
12 World-class Leadership Team of Tech, Biotech, and Healthcare Pioneers Management Team Danny Yeung CEO & Co-Founder Stephen Lo, CPA, CFA Chief Financial Officer Lawrence Tzang, PhD Chief Scientific Officer & Co-Founder Avi Lasarow CEO – EMEA Mike Ma, PhD Head of R&D Frank Ong, MD Chief Medical Officer Key Scientific Advisers Prof. Zhanfeng Cui Donald Pollock Professor of Chemical Engineering, University of Oxford Prof. Wei Huang Associate Professor in Dept. of Engineering Science, University of Oxford Dr. Monique Andersson Medical Advisor, Director of Microbiology, Oxford University Hospitals, NHS Foundation Trusts Prof. Michael Yang Chair Professor of Biomedical Sciences, Vice-President (R&D) City University of Hong Kong
CircleDNA The World’s Most Comprehensive Consumer DNA Test Prevention Leading Brand In Asia and UK consumer genomics 45-50x More data than the competitors $19mm 2021E CircleDNA Projected Revenue 34% 2020A-2025E Revenue CAGR 120k+ CircleDNA tests delivered since July 2019 launch $16bn+ Global Market Size1 Source: Frost & Sullivan. Notes: 1. Global market size for DTC molecular testing services based on projection for 2030; Covid-19 testing service market is not included while influence of Covid-19 has been considered in the market sizing.
15 CircleDNA — An All-New Industry Standard in Genetic Testing Genotyping ~600k 125 Reports 31 million Whole Exome Sequencing 500+ Reports Genotyping Technology ● High false negative rate: Will miss >90% mutations associated with cancer and disease ● Pre-defined and specific SNP Readings ● Limited Data, can only resolve single letter “typos” ● Static, will need to test again as science evolves Our Next Generation - Whole Exome Technology ● Read protein-coding genes ● Clinical-grade consumer testing ● 45–50x more data over genotyping ● One test, a Lifetime of Value ● Identify up to 90% genetic variants associated with cancer and other disease 23andMe DNA Data Points Source: Company Website, Company Filings.
16 Family Planning Early Detection Precision Medicine Health & Disease Origins Talents & Performance Traits Diet & Lifestyle CircleDNA – the Forefront of Health Diagnostics & Disease Prevention Covering Screening, Wellness, Proactive and Preventive Measures 500+ Reports Discovered Across 20 Categories A Snapshot of CircleDNA Tests Family Planning & Disease 375 reports Diet, Wellness, Lifestyle 69 reports Traits 70 reports 103 Reports Drug Response 157 Reports Carrier Screening 36 Reports Cancer Risk 6 Reports Dementia & Brain Health 65 Reports Disease Risk 8 Reports Common Health Risk 8 Reports Stress & Sleep 14 Reports Skin 20 Reports Nutrition 5 Reports Pollution Sensitivity 15 Reports Diet 7 Reports Well-Being 15 Reports Ancestry 4 Reports Gender Traits 18 Reports Sports & Fitness 5 Reports Behavioral Traits 9 Reports Success Traits 12 Reports Physical Traits 2 Reports Music & Dance 5 Reports Personality Traits
17 CircleDNA Product Offering USD 189 14 Categories – 125 Reports Diet, Nutrition, Fitness, Stress, Ancestry, Skin, and More 30 Mins Phone Consultation USD 499 USD 499 USD 629 1 Category – 163 Reports Carrier Screening of recessive genetic diseases 30 Mins Phone Consultation 4 Categories – 115 Reports Cancer, Common Health Risks, Disease Risks, Dementia & Brain Health 30 Mins Phone Consultation 20 Categories – 500+ Reports Vital + Family Planning + Health Bundle + Drug Response 30 Mins Phone Consultation (2x) Vital Health Premium Family Planning Retail Price
18 CircleDNA Marketing Strategy Social Media Celebrity Ambassadors ATL Marketing Vaness Wu Actor & singer 15M+ social media followers G.E.M. Asia’s Taylor Swift 50M+ social media followers Gigi Leung Actor, singer & mother 20M+ social media followers TRAM WATSONS TAXI BILLBOARD
19 - 250 500 750 1,000 1,250 1,500 1,750 T+0 T+1 T+2 T+3 T+4 T+14 CircleDNA — Extraordinary Growth with Significant Runway Forecasted Growth Trajectory after Launch1 (# of Cumulative Tests Sold, ’000) 623k (by 2025E) ~12M Market Size4 US$8.8 bn APAC / EMEA Consumer DNA Test Market Size4 US$5.1 bn US Consumer DNA Test 14 19 21 42 52 62 2020E 2021E 2022E 2023E 2024E 2025E CircleDNA Revenue (US$ millions) 2020 2021 2019 10,000 23andMe took 4 years to sell 100k tests, which Prenetics achieved in less than 2 years Source: Frost & Sullivan. Trust Pilot Review. Notes: 1. Blue dotted line denotes management forecast; grey dotted line is extrapolation of 23andMe. 2. Market data as of August 31, 2021. 3. As of July 12, 2021. 4. Market size for DTC molecular testing services based on projection for 2030; Covid-19 testing service market is not included while influence of Covid-19 has been considered in the market sizing. 23andMe Market cap of $3.5bn2 2020A Rating on Trust Pilot3 23andMe 1.9 / 5.0 4.6 / 5.0
Project Screen Covid-19 Testing $32bn+ Global Market Size2 11 Labs 7 Mobile / Airport Labs in HK & UK, and 4 Fixed Labs 6M+ Covid-19 Molecular Test Performed1 Diagnostics $51mm 2020A Covid-19 Testing Revenue 77% 2020A-2022E Revenue CAGR Blue Chip Clientele of Governments & Corporates Source: Frost & Sullivan. Notes: 1. As October 31, 2021. 2. Based on projection for 2021; represents global market size; only consists of tests performed in independent clinical laboratories. Prenetics laboratory inside Hong Kong International Airport
21 Prenetics Response To Covid-19 • Airport testing in Hong Kong and the United Kingdom, including HKIA1, Heathrow, Manchester, Stansted, London City, and East Midlands airports • Converted smoking lounge to an ISO-15189 laboratory at the HKIA1.Prenetics is the only Covid-19 testing provider with operating lab in HKIA1 • Provides daily testing service for more than 3,000 players and club staffs for English Premier League on a regular basis • ~3M tests serviced for HK government as of 2Q 2021 Community Testing Hospital Authority Department of Health Food and Environmental Hygiene Department (FEHD) HK Government English Premier League Airport Testing to International & Local Airports Note: 1. Hong Kong International Airport. Extensive Partnerships Across Sectors • Prenetics has become Virgin Atlantic's preferred at- home testing provider, with customers able to order a complete end-to-end travel testing bundle, tailored to their destination + Virgin Atlantic Travel (2022E Revenue $89M) Entertainment & Sports (2022E Revenue $15M) Virgin Atlantic, Carnival Cruise Line, Cruise line operation of an entertainment company, Hong Kong International Airport, Heathrow Airport, London Luton Airport, London Stansted Airport, Manchester Airport, Gatwick Airport, London City Airport, East Midlands Airport English Premier League, Professional Darts Corporation, England and Wales Cricket Board, British Academy Film Awards, Sky TV, Global Media & Entertainment Company, American Film & TV Studio Key Highlights
22 Significant Upside as Travel “Resumes” Covid-19 Testing Revenue Breakdown (US$ millions) 2020A 2021E Travel Others $51 $173 2% 98% 98% 55% 45% 799 # of Tests (’000) 5,688 Source: Frost & Sullivan. Notes: 1. 2020 financials based on management accounts – excludes airline & cruises revenue in EMEA as breakdown is not available. 2. Include entertainment & sports, community testing & screening, corporate B2B testing, etc. 3. Based on projection for 2021; represents global market size; only consists of tests performed in independent clinical laboratories. 2 $32bn+ Global Market Size3 1 3.4x
23 Major COVID-19 Testing Technologies Comparison Through-put & Scalability Use-Case Availability Mobility & Lab Required Accuracy Speed Nucleic Acid Amplification Test (RT-LAMP) Reaction time: 15 – 20min Higher: 96% No Need Laboratory No Lab Technicians Yes Symptomatic & Asymptomatic Highly Scalable Antigen Test (Proteins) Reaction time: 15 - 30min Symptomatic: 90% or above Asymptomatic: 27% No Need Laboratory No Lab Technicians Yes Symptomatic (7 days of infection) Highly Scalable Nucleic Acid Amplification Test (RT-PCR) Reaction time: 4 – 6 Hours Highest: 99% Need Laboratory Lab Technicians Yes Symptomatic & Asymptomatic Not scalable PCR-Quality Technology from Oxford Source: Frost & Sullivan.
24 Game Changing POC / At-Home PCR-Quality Testing Technology from Oxford University Rapid 15 – 20 mins1 (positive will be faster) Speed that PCR can never achieve and scale Accurate 98.4% concordance with the q-PCR test Point-of-Care Technology Application of advanced thermo-technology that enables POC application and self-administration Low Cost Enabling frequent testing Scalable No lab or specialist equipment Throat or nasal swabs OX-LAMP Approvals / Recognitions MHRA2 in UK CE IVD3 in EU for POC use • Application for US FDA in process; Expected by 1H 2022 Inside Oxford Lab Developing 30-minute Coronavirus Test Notes: 1. Reaction time. 2. Medicines and Healthcare products Regulatory Agency. 3. Approved CE Marketing on In-Vitro Diagnostic medical devices.
25 Source: Company Website. Please view Circle HealthPod Product video here: https://circlepod.co/.
Circle HealthPod A Lab. In Your Pocket Official Launch in Hong Kong by End 2021 Followed by EU, US, and Southeast Asia Diagnostics <30min Time to result $849bn+ Global Market Size1 98.4%2 Concordance with the q-PCR test Mobile & Scalable No lab or specialist equipment Painless Pain-free nasal swab Detects Covid-19 with NAAT PCR-Quality Technology Influenza / Flu STDs Future Assays: Source: Frost & Sullivan. Notes: 1. Represents global market size for medical device based on the projection for 2030. 2. According to trials done primarily by professors and scientists of University of Oxford. CE-IVD Marked Expect to receive US FDA EUA by 1H 2022
27 Successful Commercialization Case Study: Cue Health Source: Company Filings, Cue Health Company Website, Bloomberg, Reuters, CNBC. Notes: 1. Per Bloomberg, as of December 2020. The Cue Health Monitoring System • The Cue Health Monitoring System is a fast, compact, highly portable testing platform with high performance and accuracy, utilizing molecular diagnostic technology • Cue Health's COVID-19 cartridge test is authorized by the US FDA for home use with no prescription in Mar 2021. The company filed for a US IPO on September 1, 2021 Over $2bn Valuation1 $481mm Contract Granted from US Gov’t Go-to-Market Strategy: Key Partners & Target Clients Enterprise Healthcare Provider Direct-to-Consumer Public Sector Henry Schein Fortune 500 Companies Mayo Clinic Hospitals / Private Clinics E-commerce In-store US Department of Defense Government Agencies $202mm 1H 2021 Revenue
28 • In-patient and out- patient on-site screening • Regular testing for healthcare workers & family • For hotel guests as a complimentary item for their stay or as a paid in-room service • Must-have for every homes to for a peace of mind • At-home testing • On the go testing (with portable charger) Use Case Hospitals & Clinics Hotels & Apartments Private Use NGO Community Screen Schools Sports & Entertainment • Rapid testing for schools • Regular testing for students and teachers • Easy and simple test for NGO’s • Regular testing for community members • Rapid at-home testing for attendees • Regular testing for players and staffs
29 Illustrative Representation of Diagnostic-testing Supply Chain Assay consumables Subtier supply chain Testingsites Providers Home/personal Labs Point-of-caresystems Analyzer production Reagents Collection consumables Manufacturingequipment/integration Analyzer components Cartridgecomponents High-throughput analyzers Point-of-careanalyzers Home-use cartridges Rapid-result cartridges To labs, testing sites, in-home test kits, providers,and others Assay kits Level of vertical integration varies based on OEM, technology, and platform Test/kit production Sample processing Sample collection Degree of supply-chain constraint (e.g., capacity limitations, small number of suppliers) Less constrained More constrained Circle HealthPod
30 Circle HealthPod B2B Stations Circle HealthPod Dashboard Partners App Multiple Circle HealthPods
31 Circle HealthPod Marketing Strategy – Partnering with International Actor Donnie Yen on Extensive ATL Marketing Campaigns TRAM BILLBOARD MTR TAXI BUS STATION TVC Notes: Initial marketing campaign focusing only for Hong Kong market.
ColoClear The Only Non-Invasive Colon Cancer Screening Test Approved by NMPA $101bn+ Addressable market1 Successful Model Comparable to ColoGuard in the US Cost Effective Comparing to Colonoscopy 96% Sensitivity - Highly Accurate Launching in 1H 2022E Prevention Source: Frost & Sullivan. Notes: 1. Global target addressable market for colorectal cancer screening based on projection for 2030, except for mainland China; target population is the age group of 40-74 years old.
34 Significant Whitespace in Asia Markets Presents Attractive Growth Opportunities 10 27 50 98 2022E 2023E 2024E 2025E 39 99 266 454 810 2015A 2016A 2017A 2018A 2019A Source: Frost & Sullivan. Notes: 1. Before Exact Science’s acquisition of Genomic Health in November 2019, ColoGuard is the only major revenue source for Exact Sciences. 2. Market data as of August 31, 2021. Colorectal Cancer Screening Market in US (2019) Colorectal Cancer Screening Market in HK & SEA (2019) 93.0M Addressable Population 128.2M Addressable Population 16.5% Tested 5.7% Tested 83.5% Unscreened 94.3% Unscreened Revenue of ColoGuard for Exact Sciences1 (US$ mm) Projected Revenue of ColoClear for Prenetics (US$ mm) 60 160 300 600 104 244 572 1,680 934 Volume (’000) Volume (’000) Key addressable market for (Market cap of $17.9+bn2) Key addressable market for
35 Strategic Technology Transfer from New Horizon to Launch ColoClear Establishment of Strategic Partnership with New Horizon Health to Commercialize ColoClear Source: Company Filings. Notes: USD/HKD FX rate of 7.78. 1. Market data as of August 31, 2021. 2. Gross profit = Gross Revenue – COGS for products sold – COGS for lab testing services – Sales & Marketing Expenses (including sales incentives and logistics costs). Exclusive rights granted to sell & process ColoClear in Hong Kong, Macau, and the Philippines; plan to expand to Taiwan and other countries and regions of SE Asia Under a profit sharing agreement, Prenetics and New Horizon will equally share gross profits2 from sales of ColoClear 5 years of initial term renewable for another 5 years by mutual consent Completed technology transfer from New Horizon; certified by New Horizon to perform ColoClear testing at its lab Exclusive 50:50 5+5 Years Technology Transfer + (Listed on HKEX with market cap of US$2.6bn1 and FY2020 revenue of US$10mm)
36 Non-invasive Tests Sensitivity Specificity Detection limitations Sample size needed Dietary restrictions CRC AA gFOBT (Hemoccult II) 40% 12% 98% Intermittent bleeding 3 bowel movements Yes FIT (Faecal Immunochemical Test) 70% 22% 95% Intermittent bleeding Single sample No FIT-DNA (ColoGuard) 92% 42% 87% CRC and AA continuously exfoliate cells Single sample No FIT-DNA (ColoClear) 96% 64% 87% CRC and AA continuously exfoliate cells Single sample No Diagnostic Invasive Test Sensitivity Specificity CRC AA Colonoscopy >95% 95% 90% FIT-DNA has higher sensitivity when comparing with other non-invasive Colon Cancer screening tests. Closest CRC sensitivity to actual colonoscopy standards ColoClear – Industry Leading Performance Sensitivity=True positive /（True positive + False negative）*100%; Specificity=True negative /（True negative + False positive）*100%. Source: Company filings, Colorectal cancer development and advances in screening. Clin Interv Aging. 2016 July 19; 967-976.
Circle SnapShot Your annual health check at home Launching in 2022E Diagnostics 50+ Wide Range of Tests for Everyone Digital Health Platform Track your Health Progress Successful Model Comparable to Everlywell, Letsgetchecked $6bn+ Global Market Size1 Painless Blood collection at home Source: Frost & Sullivan. Notes: 1. Global market size for at-home health testing based on projection for 2030; does not include home testing kits which do not require lab tests; Covid-19 at-home test has not been considered.
39 Successful Commercialization Case Study: Everlywell Source: Everlywell Company Website, Bloomberg. Notes: 1. Per Bloomberg news article, as of March 2021. Innovative at-home Health Testing • Everlywell’s portfolio of 30+ at-home tests offer simple sample collection and physician-reviewed results and insights sent to your device in 5 to 7 business days • In March 2021, Everlywell announced its acquisition of PWNHealth and Home Access Health Corp. in a cash and stock deal. The combined companies, re-branded as Everly Health, expects to support more than 20 million people annually in the US $2.9bn Valuation1 ~$200mm 2020 Revenue1 Popular Everlywell Tests Metabolism Indoor & Outdoor Allergy Sexually Transmitted Disease Food Sensitivity Measure free testosterone, cortisol and TSH levels Test for 40 common indoor and outdoor allergens Screens for 7 common sexually transmitted infections Measure body’s immune systems’ IgG antibody reactivity to 96 foods
Circle Medical Genetic Testing for Physicians $59bn+ Global Market Size1 Successful Model Comparable to Invitae, Natera 20+ Wide range of tests for everyone Launching in 2023E Diagnostics Next Generation Sequencing Advanced Technology Source: Frost & Sullivan. Notes: 1. Global market size for clinical molecular test service based on projection for 2030; Covid-19 testing service market is not included while influence of Covid-19 has been considered in the market sizing.
41 68 148 217 2017A 2018A 2019A 4.6 10.6 Today (2021E) 2025E 4.6 9.2 2016A Today (2021E) Significant Growth Potential in Asia / Europe Markets Present Attractive Growth Opportunities Medical Molecular Testing Market in US (US$ bn) Medical Molecular Testing Market in HK / SEA / Europe (US$ bn) Source: Frost & Sullivan. Notes: 1. Billable volume for 2018 – 2019. Accessioned volume for 2017. 2. Market data as of August 31, 2021. 3. While its geographic scope is not limited to certain regions, it is expected to predominantly generate revenue in Hong Kong, SE Asia and Europe during the projection period. 2.0x 2.3x Revenue for Invitae (US$ mm) Projected Revenue of Circle Medical for Prenetics3 (US$ mm) 26 38 56 2023E 2024E 2025E 150 292 469 Volume1 (’000) Volume (’000) Target market size for 100 150 225 (Market cap of $6.4bn2) US market size for
Circle One / F1x / Fem Testing into personalized care Launching in 2023E Personalized Care Source: Frost & Sullivan. Notes: 1. Based on CircleDNA customer survey conducted in Feb 2020. 2. Represents global target addressable market for hair loss and erectile dysfunction and global market size for personalized nutrition based on projection for 2030. Data-based Personalized solution based on data analytics Cross Selling Leverage existing CircleDNA customer base Recurring Revenue Subscription model 63% of CircleDNA customers want Circle One1 $376bn+ Addressable market2
43 Successful Commercialization Case Study: Roman Source: Roman Company Website, Bloomberg, PR Newswire, Fortune. Notes: 1. Per Bloomberg, as of March 2021. Represents the post-money valuation of Ro, the operator of Roman. 2. Per Bloomberg, as of March 2021. Represents the lifetime fundraising of Ro, the operator of Roman. Roman – Digital Health Clinic for Men • Roman provides personalized solutions to men for the treatment of erectile dysfunction, hair loss, premature ejaculation, etc. • Roman’s daily vitamins and supplements are available in 4,600+ Walmart stores across the United States $5bn Valuation1 $876mm Lifetime Fundraising2 Key Partners Pharmaceuticals Retailers Healthcare Sports & Entertainments Pfizer Greenstone Walmart Ribbon Health Quest Diagnostics MLB
45 Lab Tests Required Covid-19 Testing CircleDNA Circle HealthPod 2021 Circle Snapshot Circle Medical Circle One Medical Community Recognition Customer & Data Sets Existing: Covid-19 Pipeline: STD, Influenza Prevention Diagnostics (same lab supporting multiple tests) Extend Consumer Journey / Lifetime Value (“LTV”) ColoClear Circle F1x / Fem Personalized Care 2021 2022 New Product Extension New Product Extension Personalized nutrition, hair & sexual health products At Home Health Tests Medical Genetic Testing 2022 2022 2023 2023 2023 Near-term Development of Product Pipeline 2023 2020 & earlier Existing products
46 13 1 (38) (26) 18 (169) (118) (157) (218) (489) (100) (121) (123) (244) (652) (96) (134) (115) (131) (216) 205 272 307 429 640 99 266 454 876 1,491 25 68 148 217 280 217 211 258 302 391 US$ millions Revenue1 Operating Profit (Loss)1 2016A 2017A 2018A 2019A 2020A Prenetics Delivering Favorable Metrics vs. US Peers 5 Years Ago $1.3bn4 $17.9bn5 $0.25bn4 $6.4bn5 Multiple Product & Pipeline Single Product2: Colorectal Cancer Screening Single Product2: Medical Genetic Testing $1.25bn3 Enterprise Value Notes: USD/HKD FX rate of 7.78. 1. 2021-2025 financials based on management forecast. Exact Sciences, Invitae and Natera historical financials sourced from company filings. 2. Indicates primary product focus. 3. Please refer to Transaction Summary page for further details. 4. Market data as of December 31, 2016. 5. Market data as of August 31, 2021. Substantial revenue with robust product pipeline Efficient cost structure 2016A 2017A 2018A 2019A 2020A 2016A 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E $0.6bn4 $11.1bn5 Dual Product2: NIPT & Carrier Screening Market Cap c. 14x c. 26x c. 18x
47 $1.3bn+ $0.25bn+ Synergistic & Technology-enabling Bolt-on Acquisition Opportunities Liquid Biopsy Bioinformatics Long-read Sequencing $17.9bn+ $6.4bn+ Notes: 1. Market data as of December 31, 2016. 2. Market data as of August 31, 2021. 3. Please refer to Transaction Summary page for further details. Market Cap (2016)1 ~10 Acquisitions Market Cap (Now)2 Tremendous Value Potential for Prenetics to be Unlocked via Synergistic Acquisitions ~13 Acquisitions $1.25bn3 Enterprise Value
49 2019A Revenue $9mm 2021E Revenue $205mm 2025E Revenue $640mm Prenetics Continues To Transform Itself, Now At An Incredible Rate Notes: USD/HKD FX rate of 7.78. For financial projections, please refer to the "Use of Projections" portion of the disclaimer. 1. 2019 and 2020 financials based on audited accounts – Prevention segment revenue includes other service fees and adjustments. 2021 and 2025 financials based on management forecast. Revenue Evolution1 Multiple Shots on Goal, While Benefiting from Significant Customer and Operational Synergies Across Platform 2 Commercialized Product Lines 4 Commercialized Product Lines 7 Commercialized Product Lines CAGR of 58% 9.7% 90.3% 24.9% 7.3% 67.8% Diagnostics Personalized Care Prevention 1 Commercialized Product Line 2020A Revenue $65mm 21.9% 78.1% 100%
50 Driven by Robust Organic Growth and Product Launch Strategies Diagnostics Personalized Care Prevention 9 14 20 31 69 102 159 51 185 236 215 290 434 4 23 37 47 9 65 205 272 307 429 640 2019A 2020A 2021E 2022E 2023E 2024E 2025E Revenue in US$ millions Notes: USD/HKD FX rate of 7.78. For financial projections, please refer to the "Use of Projections" portion of the disclaimer. 1. 2019 and 2020 financials based on audited accounts – Prevention segment revenue includes other service fees and adjustments. 2021-2025 financials based on management forecast. Product Launch Year Personalized Care 124% CAGR (22E-25E) Diagnostics 54% CAGR (20A-25E) Prevention 61% CAGR (19A-25E)
51 COVID-19: An Opportunity to Better Reimagine Healthcare Testing the New Norm Self Care a Necessity Brand & Trust Network Time to Market New Technology 159 434 47 2019A 2020A 2021E 2022E 2023E 2024E 2025E Prevention Diagnosis (ex. Covid-19 Testing) Personalized Care Covid-19 Testing Revenue in US$ millions1 We conservatively assumed COVID-19 testing market is not here to stay. Instead, it has allowed us the opportunity to build the tools and expand our platform in order to better serve the new world order of healthcare Notes: USD/HKD FX rate of 7.78. For financial projections, please refer to the "Use of Projections" portion of the disclaimer. 1. 2019 and 2020 financials based on audited accounts – Prevention segment revenue includes other service fees and adjustments. 2021-2025 financials based on management forecast.
52 High Operating Efficiency Leading to High Growth • Revenue growth driven by robust organic expansion and product launch strategies • Significant market opportunity in multiple verticals; Pipeline products expected to benefit from customer and operational synergies across platforms Notes: USD/HKD FX rate of 7.78. For financial projections, please refer to the "Use of Projections" portion of the disclaimer. 1. 2019 and 2020 financials based on audited accounts. 2021-2025 financials based on management forecast. 2. Excludes depreciation and amortization expenses. 3. Profit sharing to New Horizon for ColoClear is also included. 4. Non- operating expenses primarily attributable to fair value adjustments for ESOP and convertible securities issued by the Company. Includes tax expense and tax credit. • Significant positive momentum is expected from 2024 onwards as most products are in their high growth stage Financials in US$ million1 2019A 2020A 1Q21A 2021E 2022E 2023E 2024E 2025E Revenue 9 65 57 205 272 307 429 640 YoY % NA 606% 1315% 215% 33% 13% 40% 49% Gross Profit2 3 27 22 85 118 137 185 295 Gross Margin % 33% 41% 39% 41% 43% 45% 43% 46% Sales & Marketing Expenses2 5 6 2 16 41 72 80 107 Research & Development Expenses2 2 2 1 30 36 50 64 83 Administrative and Other Expenses2,3 9 14 6 19 27 36 48 65 Adjusted EBITDA (Non-GAAP) (12) 4 12 21 14 (21) (7) 39 Adjusted EBITDA Margin % (131%) 7% 21% 10% 5% (7%) (2%) 6% Depreciation and Amortization 2 2 1 8 13 17 20 21 ESOP & Other Non-Operating Expenses4 6 4 9 54 16 18 25 37 Net Profit / (Loss) (20) (2) 2 (41) (15) (56) (52) (19) Net Profit Margin % (219%) (3%) 3% (20%) (6%) (18%) (12%) (3%)
54 Transaction Summary Illustrative Sources & Uses Assumes 0% redemption by SPAC Shareholders Illustrative Ownership1 Transaction Overview1 Illustrative Enterprise Value1 Sources Existing Target Shareholder Equity Rollover $1,150 Sponsor Promote4 100 Cash Available in SPAC Trust Account 339 Forward Purchase Agreement 60 PIPE 60 Total Sources $1,709 Uses Existing Target Shareholder Equity Rollover $1,150 Sponsor Promote4 100 Transaction Expenses 40 Net Cash to Balance Sheet 419 Total Uses $1,709 Share Price $10.00 Shares Outstanding (mm) 170.92 Illustrative Post-Money Equity Value $1,709 (-) Net Cash to Balance Sheet3 $455 Illustrative Enterprise Value $1,254 EV / 2022E Revenue 4.6x EV / 2023E Revenue 4.1x 25.3%2 7.5% 67.3% Prenetics Equity Rollover Artisan Shareholders PIPE Investors (including the investors under FPAs) • Illustrative enterprise value of $1.25 billion • Artisan Acquisition Corp. to merge with Prenetics • An implied multiple of 4.6x 2022E Revenue and 4.1x 2023E Revenue • Concurrent with the transaction, $60mm raised in the form of forward purchase agreements (“FPAs”) from Aspex and PAG, in addition to another $60mm raised in a PIPE from Lippo, Dragonstone, Xen Capital and others at $10.00 per share • 100% of Prenetics existing shareholders roll into the new entity. No existing shareholders are exiting • Proceeds to be used for strategic acquisition or investments, R&D, product roll out, geographic expansion and general corporate purposes Notes: USD/HKD FX rate of 7.78. 1. Excludes (i) the impact of any equity awards issued at or after the closing of the transaction, (ii) the dilutive impact of 18.7mm warrants (11.3mm SPAC public warrants, 5.9mm of sponsor warrants, 1.5mm of FPA warrants) with a strike price of $11.50 per share, and (iii) the impact of shares with super-voting rights. Includes 9.98mm total Class B ordinary shares. 2. Includes SPAC directors. 3. Includes net cash to balance sheet of $419mm post the transaction, and Prenetics balance sheet net cash of $35.4mm, the pro-forma amount of which includes a cash balance of $9.4mm as of 1Q 2021 and $26.0mm of proceeds from pre-IPO fundraising. 4. Includes total 9.13mm Class B ordinary shares held by the Sponsor, 0.75mm Class B ordinary shares held by the FPA providers, and 0.1mm Class B ordinary shares held by SPAC directors.
55 c. 420 (Circle SnapShot & Circle Medical) Sum-of-the-Parts Valuation: Today (in US$ millions unless otherwise noted) EV / CY23E Revenue1 3 4 8.0x 6.0x 6.4x2 4.1x2 Intrinsic Enterprise Value of Prenetics Illustrative Enterprise Value of Prenetics 3 7.0x c. 1,970 c. 860 (Circle HealthPod) c. 550 c. 1,280 c. 140 1,254 Notes: USD/HKD FX rate of 7.78. 1. Prenetics’ 2023 net revenue, which takes into account GST and transaction costs, from the management forecast used to calculate the implied sum-of-the-parts valuation. 2. EV/CY2023E revenue calculated based on 2023E total net revenue including net revenue from Project Screen. 3. 23andMe, Invitae, Natera, Exact Sciences and New Horizon Health were referenced for EV/revenue multiples on Prenetics’ prevention and personalized care business segment. 4. Autobio Diagnostics, Dr. Pal PathLabs, Invitae, Metropolis Healthcare and Quidel were referenced for EV/revenue multiples on Prenetics’ diagnostics business segment. Project Screen business was not taken into account in the valuation of the diagnostics business given the phaseout of the business from 2022 onwards.
56 Peers’ Proven Successes Supported by Substantial Valuation Prevention Diagnostics Personalized Care Prenetics Products Peers1 Current Valuation / Market Capitalization2 $3.5bn3 $2.6bn3 $2.0bn4 $2.9bn5 $6.4bn3 $5.0bn6 Roman Health Source: Bloomberg. Notes: 1. Select companies with comparable products focused in the US / China. 2. Market cap for listed companies, or latest private round valuation. 3. Market cap as of August 31, 2021. 4. Valuation reportedly discussed in the latest private round; per Bloomberg, as of December 2020. 5. Valuation after the acquisition of PWNHealth; per Bloomberg, as of March 2021. 6. Post-money valuation for $500mm fundraising; per Bloomberg, as of March 2021.
57 4.1x 15.8x 11.8x 7.3x 7.7x 7.8x 13.7x 9.3x 7.3x 7.1x 4.1x Prenetics New Horizon Health Natera Invitae Exact Sciences 23andMe Dr. Lal PathLabs Metropolis Healthcare Invitae Quidel Autobio Diagnostics 4.6x 14.4x 9.6x 9.1x 9.0x 15.3x 10.5x 9.6x 7.1x 5.3x Prenetics New Horizon Health Natera Invitae Exact Sciences 23andMe Dr. Lal PathLabs Metropolis Healthcare Invitae Quidel Autobio Diagnostics Benchmarking Analysis Source: Company disclosures, broker reports and FactSet as of August 31, 2021 1. Prenetics’ EV/revenue multiples are based on illustrative enterprise value of $1.254bn EV / CY2022E Revenue Multiples EV / CY2023E Revenue Multiples Prenetics Prevention / Personalized Care Diagnostics CY2022E Average: 16.1x CY2022E Average: 9.6x CY2023E Average: 10.1x CY2023E Average: 8.3x 1 1 38.5x
58 Select Precedent Transactions EV/LTM Date Acquiror Target Public / Private EV1 (US$m) Sales (x) EBITDA (x) Apr-21 Private 3,000.0 –– Apr-21 Public 1,624.3 3.9 22.3 Mar-21 Public 1,729.0 10.1 – Feb-21 Private 3,500.0 11.5 – Oct-20 Private 1,700.0 –– Oct-20 Private 410.0 –– Sep-20 Private 780.0 10.8 24.1 Sep-20 (80%) Private 309.6 –– Jun-20 Private 886.0 17.7 nm2 Mar-20 Private 95.0 –– Feb-20 Public 51.5 3.8 nm2 Jan-20 (Oncology) Private 37.0 3.7 – Mean 1,343.5 8.8 23.2 Median 833.0 10.1 23.2 Notes: Public filings, Dealogic and MergerMarket. 1. Excludes earnout. 2. EV / LTM EBITDA multiple less than 0.0x.
60 Sources & Notes: 1. Adults aged 65 or over in total 27 OECD countries as of 2014. OECD. 2. JAMA, https://www.healthleadersmedia.com/clinical-care/wasteful-spending-us-healthcare-estimated-760-billion-935-billion. 3. IHS Markit, https://ihsmarkit.com/research-analysis/global-healthcare-spend-to-remain-stable.html . 4. The Lifetime Distribution of Health Care Costs: Berhanu Alemayehu, Kenneth E Warner, et al. (June 2004). Reactive Infrequent passive touch-points with healthcare system Late Stage Focus Focused on treating already sick people Vicious Cycle As more people get sick, they require more resources, leaving fewer resources to keep people healthy 6/10 of Global Population Lives with Two or More Chronic Diseases1 59% % Relative Lifetime Healthcare Expenditure at Age 65 or Over4 US$8.8trn Global Healthcare Spending in 20213 Conventional Healthcare Is No Longer a Viable Solution Dysfunctional “Sick-care As Healthcare” Is Ripe for Disruption 1 / 4 Wastage in US Healthcare Spending2 Aging Population & Chronic Disease Burden Adding significant burden to healthcare system
61 Asia Based, Global Presence • Operating presence Across Asia: China (Hong Kong), Singapore, India, Malaysia, the Philippines, Thailand, Vietnam, etc. Europe & Africa HQ London Global HQ Hong Kong Research Partner Oxford University Prenetics-Oxford Innovation Tech Centre for Advanced Molecular Diagnostics Suzhou, China Circle HealthPod US FDA EUA Approval Expected by 1H 2022
62 Key Milestones Corporate Events Fundraising • Founded in 2014 • ColoClear launch • Planned Circle SnapShot launch • Planned Circle One / F1x / Fem launch • Planned Circle Medical launch • Launched the first genetic test • Acquired DNAFit • Launched new consumer DNA test – CircleDNA • $17.5M Series D • Start Covid-19 testing in HK & UK • Covid-19 testing in 6 airports globally • Strategic partnership & R&D Collaboration • $2.3M Series A • $5.5M Series B • $34M Series C 2014 2016 2017 2018 2019 2022 onwards 2020 2021 • 6M Covid-19 tests processed1 • HealthPod launch • $26M Pre-IPO Note: Logos under each fundraising round represent the lead / key investors. 1. As of October 2021.
63 SnapShot is both an off-the-shelf and white-label solution (including API functionality) offering an E2E service. This includes fulfilling the blood test kits, delivering to the customer including returns, processing of samples and release of results. SnapShot is a user-friendly results delivery system that capitalises on market trends and consumer expectations. The device will work to analyse blood markers across health categories including, for example: … and many more Liver Function Heart Health Diabetes Risk Men’s Health Women’s Health Digital SnapShot of Your Health Circle SnapShot
64 Illustrative SnapShot Tests – Planned Launching in 2022E C Women’s Health HPV test Folic Acid Women’s Fertility Test …… D Diet & Energy Food Sensitivity Metabolism Test Thyroid Test Vitamin D and Inflammation …… E Diabetes Risk HbA1c …… A Heart Health Total Cholesterol HDL LDL …… B Men’s Health Testosterone test Liver Function General men’s health test Test at home Free tele consultation Buy online Get fast results E-prescription and services Circle SnapShot
65 Moving into Medical Genetic Testing (Circle Medical) – Launching in 2023E Single Gene Testing Rapid & Low-Cost 20 Genes BRCA1 BRCA2 APOE CYP2C19 CHEK2 FH Monogenic Panels 15+ Specialities 500+ Panels Oncology Reproductive Health Neurology Pediatrics Immunology Hematology Exome Sequencing 1,000’s of Rare Diseases Confirm the diagnosis for complex or unclear symptoms Identify or rule out the mutation that causes the symptoms Genome Sequencing Most Comprehensive 1,000’s of Rare Diseases Point Mutations Structural Variants Complex Mutations Non-Coding Mutations Disease Susceptibility Revealing the cause of genetic diseases | Targeted and symptoms-based diagnostic testing Circle Medical
66 Personalized Health Products – Planned to start from 2023 Source: Frost & Sullivan. 1. Global market size for personalized nutrition based on projection for 2030. 2. Global target addressable market for hair loss and erectile dysfunction for 2030. Near-term Plan Future Solutions Personalized Supplements • Unique formulas to meet individual genetic variations • Supplements tailored to each individual’s unique biology $10B+1 Circle F1x / Fem • Hair loss, erectile dysfunction, etc. $366B+2 Circle One / F1x / Fem
67 How It Works 31M Genetic Data Points1 Combine Customer and Genetic Data Personalized Supplements 120K+ Customer Data1 Unspoken Needs Solutions Use Algorithm to Process the Data Circle One / F1x / Fem
68 Summary Financials Notes: USD/HKD FX rate of 7.78. For financial projections, please refer to the "Use of Projections" portion of the disclaimer. 1. 2019 and 2020 financials based on audited accounts except by-product revenues which are based on management accounts. 2021-2025 financials based on management forecast. 2. Excludes depreciation and amortization expenses. 3. Profit sharing to New Horizon for ColoClear is also included. Financials in US$ million1 2019A 2020A 1Q20A 1Q21A 2021E 2022E 2023E 2024E 2025E Prevention 9 14 4 4 20 31 69 102 159 - Circle DNA NA NA NA NA 19 21 42 52 62 - ColoClear - NA NA NA 1 10 27 50 98 - Others NA NA NA NA ----- Diagnostics - 51 - 54 185 236 215 290 434 - Project Screen - 51 - 54 173 162 32 6 - - Circle HealthPod ---- 12 56 123 177 243 - Circle SnapShot ----- 18 35 69 135 - Circle Medical ------ 26 38 56 Personalised Care ----- 4 23 37 47 Revenue 9 65 4 57 205 272 307 429 640 Prevention2 3 5 2 1 9 16 38 57 88 Diagnostics2 - 21 (0) 21 76 100 89 109 180 Personalised Care2 ----- 2 11 19 26 Gross Profit2 3 27 2 22 85 118 137 185 295 Total Marketing Expenses2 5 6 2 2 16 41 72 80 107 Administrative Expenses2 9 14 2 6 19 27 36 48 65 Research & Development Expenses2,3 2 2 0 1 30 36 50 64 83 Adjusted EBITDA (12) 4 (2) 12 21 14 (21) (7) 39 Depreciation and Amortization 2 2 0 1 8 13 17 20 21 Adjusted EBIT (14) 2 (3) 11 13 1 (38) (26) 18 Net interest expense 0 0 0 0 (0) 0 0 0 0 Other expense / (income) 0 (0) 0 (1) ----- ESOP 4 2 1 0 12 16 18 25 37 Net Operating Profit / (Loss) (18) 1 (4) 11 1 (15) (56) (52) (19) Other Non-Operating Expense 3 5 0 7 41 ---- Profit / (Loss} before taxation (21) (4) (4) 4 (41) (15) (56) (52) (19) Income Tax / (Credit) (1) (2) (3) 2 0 ---- Net Profit / (Loss) (20) (2) (1) 2 (41) (15) (56) (52) (19)
69 Expected to be cash flow generative by 2025E due to product ramp-up 6 8 37 71 69 48 (11) 2019A 2020A 2021E 2022E 2023E 2024E 2025E Conservative Cash Management & CAPEX Planning Cash Burn Rate in US$ millions CAPEX in US$ millions 3 8 0 0 30 80 60 40 20 4 3 5 6 38 81 62 42 22 2019A 2020A 2021E 2022E 2023E 2024E 2025E PP&E Intangibles Others Total • Large increase in CapEX expected from 22-24E to budget for IP acquisition in relation to R&D technology • Expected decrease in CapEX as a percentage of revenue as new product offerings continue to mature • Cash burn rate (from operating and investing activities) averaging at US$43 million per year in 21-25E • Continuous R&D and product commercialization efforts help position company for growth and profitability in the long- term • Strong fundraising track record to support the financing of company’s business expansion plans % of Revenue 9% 19% 30% 20% 10% 3% Notes: USD/HKD FX rate of 7.78. For financial projections, please refer to the "Use of Projections" portion of the disclaimer. 1. 2019 and 2020 financials based on audited accounts. 2021-2025 financials based on management forecast. 2. Others include acquisition of subsidiary and investment in joint venture / associate as recorded on cash flow statement. 1 2 2 2 50% 2
70 Product Portfolio Summary Product Launch Date IP Ownership Developed Product In- House Distribution Exclusivity Distribution Region1 Current Consumer Base Circle DNA July 2019 Yes Yes Yes Asia, EMEA 120k+ tests delivered since 2019 launch ColoClear 1H 2022E Technical transfer from New Horizon Health No Yes SE Asia, HK, Taiwan, Macau, Philippines N/A Project Screen 2020 Yes Yes Yes HK, UK 5 million+ covid-19 molecular tests performed Circle HealthPod 2021 Yes In collaboration with Oxford University Yes Asia, EMEA N/A Circle SnapShot 2022E Yes Yes Yes Asia, EMEA N/A Circle Medical 2023E Yes Yes Yes Asia, EMEA N/A Circle One 2023E Yes Yes Yes Asia, EMEA N/A Source: Company Website, Company Filings. Notes: 1. Excludes Mainland China.
71 Risks Relating to Prenetics’s Business Key Risks Relating to Prenetics’sBusiness 1. 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. 2. 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. 3. 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. 4. 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. 5. 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. If Prenetics’s products and services do not deliver reliable results as expected, its reputation, business and operating results will be adversely affected. Other Risks Relating to Prenetics’sBusiness 1. 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. 2. 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. 3. Prenetics has a limited history introducing new products and services to its customers. The future prospects of its business may be harmed if Prenetics’s efforts to attract new customers and engage existing customers by introducing new products, including Circle HealthPod, are unsuccessful. 4. Prenetics may not be able to achieve or maintain satisfactory pricing and margins, and its pricing strategies may not meet customers’ price expectations, which could adversely affect its revenues and results of operations. 5. Prenetics has increased, and expects to further expand, the size of its organization, and it may experience difficulties in managing its growth. If Prenetics is unable to manage the anticipated growth of its business, its future revenue and operating results may be harmed. 6. The initial use of Prenetics’s test kits requires users to follow instructions, and not adhering to instructions may lead to false results and inaccurate outcomes, which could harm the user experience and customer perception of Prenetics’s products. 7. Some of Prenetics’s marketing initiatives, including celebrity and key opinion leader endorsement and use of social media, may adversely affect Prenetics’s reputation. 8. Prenetics relies substantially on its research collaboration with Oxford for development and commercialization of its POCT infectious disease testing products. If Oxford is unable to achieve projected development milestones or produce any meaningful research results, or experiences delays in doing so, Prenetics may not be able to capitalize on its investment in the collaboration projects and its business and reputation may be adversely affected. 9. Prenetics relies on a limited number of suppliers for Circle HealthPod components, COVID-19 test kit materials and laboratory testing services for COVID-19 test kit and CircleDNA, and may not be able to find replacements or immediately transition to alternative suppliers, which could adversely affect its ability to meet customer demand. 10. The operating results of Prenetics may fluctuate significantly, which makes its future operating results difficult to predict and could cause its operating results to fall below expectations. 11. Prenetics’s business significantly depends upon the strength of Prenetics’s brands, including Prenetics, CircleDNA and Circle HealthPod, and any harm to Prenetics’s brands or reputation may materially and adversely affect its business and results of operations. 12. If Prenetics cannot provide quality technical and customer and user support, it could lose customers, and its business and prospects may be adversely affected. 13. If Prenetics is unable to successfully expand its sales and marketing infrastructure to match its growth, its business may be adversely affected. 14. Prenetics is highly dependent on its senior management team and key advisors and personnel, and its business and operating results could be harmed if it is unable to retain senior management and key personnel and to attract and retain qualified personnel necessary for its business.
72 Risks Relating to Prenetics’s Business (Cont’d) Other Risks Relating to Prenetics’sBusiness (Cont’d) 15. The sizes of the markets and forecasts of market growth for the demand of Prenetics’s current and pipeline products and services are based on a number of complex assumptions and estimates that are subject to change, and may be inaccurate. 16. Prenetics may need to raise additional funds to develop its platform, commercialize new products or expand its operations, and it may be unable to raise capital when needed or on acceptable terms. 17. Prenetics plans to enter new business areas, such as clinical genetic testing and personalized care, where Prenetics does not have any experience or has minimal experience. Prenetics would likely face competition from entities more familiar with those businesses, and Prenetics’s efforts may not succeed. 18. Prenetics may engage in acquisitions, investments or strategic alliances in the future, which could require significant management attention and resources, may not achieve their intended results and could adversely affect its business, financial condition and results of operations. 19. Prenetics may incur debt or assume contingent or other liabilities or dilute Prenetics’s shareholders in connection with acquisitions or strategic alliances. 20. If PubCo fails to implement and maintain an effective system of internal controls in the future, PubCo may be unable to accurately report its financial condition or results of operations, which may adversely affect investor confidence in Prenetics and, as a result, the market price of PubCo Ordinary Shares and PubCo Warrants. 21. U.K.’s withdrawal from the European Union could have an adverse impact on Prenetics’s business. 22. If Prenetics, its suppliers or its contract manufacturers experience any significant business disruptions, Prenetics’s operations and financial condition could be seriously harmed. 23. Prenetics depends on the information systems of its own and those of third parties for the effective service on Prenetics’s website, mobile applications, or in Prenetics’s computer or logistics systems, and the overall effective and efficient functioning of its business. Failure to maintain or protect Prenetics’s information systems and data integrity effectively could harm Prenetics’s business, financial condition and results of operations. 24. The COVID-19 pandemic could materially and adversely affect Prenetics’s business and results of operations. Risks Relating to Doing Business in Hong Kong 1. The business, financial condition and results of operations of Prenetics, and/ or the value of PubCo Ordinary Shares or PubCo’s ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to Prenetics. 2. The PRC government has significant oversight and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. Although Prenetics is a Hong Kong-based company with no material operations in mainland China, if it were to become subject to such oversight or discretion, there may be a material change in its operations and/ or the value of PubCo’s securities, which would materially affect the interests of the investors. 3. Implementation of the National Security Law in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S-listed Chinese businesses may negatively impact Prenetics’s existing and future operations in Hong Kong. 4. PubCo’s securities may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB were unable to inspect or fully investigate Prenetics’s auditor. The delisting of PubCo’s securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, if the PCAOB were unable to conduct inspections or investigations of Prenetics’s auditor, it would deprive PubCo’s investors with the benefits of such inspections. 5. Prenetics may affected by the currency peg system in Hong Kong and other exchange rate fluctuations. 6. Increases in labor costs may adversely affect Prenetics’s business and results of operations. 7. Unfavorable economic and political conditions in Hong Kong and other parts of Asia could materially and adversely affect Prenetics’s business, financial condition, and results of operations. Risks Relating to Government Regulation 1. Prenetics’s business collects and processes a large amount of data including personal information, and Prenetics will face legal, reputational, and financial risks if Prenetics fails to protect its customers’ data from security breaches or cyberattacks. Prenetics is also subject to various laws and regulations relating to privacy or the protection or transfer of data relating to individuals, and any change in such laws and regulations or any failure by Prenetics to comply with such laws and regulations could adversely affect Prenetics’s business. 2. Prenetics’s products and services are and will continue to be subject to extensive regulation, compliance of which could be costly and time-consuming or may cause unanticipated delays or prevent the receipt of the required approvals to offer Prenetics’s products and services. 3. Prenetics’s testing products are subject to various regulatory guidelines, and any identified deficiencies or quality issues in the components of the test kits and testing devices could result in product recalls and could harm its reputation, business and financial results. 4. Prenetics plans to expand its business and operations internationally to various jurisdictions in which it does not currently operate and where Prenetics has limited operating experience, all of which exposes Prenetics to business, regulatory, political, operational and financial risk.
73 Risks Relating to Prenetics’s Business (Cont’d) Risks Relating to Intellectual Property and Legal Proceedings 1. Prenetics may be subject to legal proceedings and litigation, which are costly to defend, and adverse publicity about any investigation, litigation, regulatory or legal action against Prenetics or its senior management could harm its reputation and business. 2. Prenetics’s patent and other intellectual property protection may not be sufficient, and if Prenetics is unable to obtain, maintain and protect its intellectual property rights and proprietary information or prevent thirdparties from making unauthorized use of its technology, its business could be harmed. 3. Prenetics depends, and may depend in the future, on intellectual property licensed from third parties for development and commercialization of certain products, and the termination of the licenses or other agreements permitting Prenetics to use such intellectual property or failure of such third parties to maintain or protect such intellectual property could result in the loss of significant rights by Prenetics, which would harm its business. 4. Prenetics could be sued for products liability, which could result in substantial liabilities that exceed its resources. 5. Prenetics may be subject to claims that its employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that Prenetics’s employees have wrongfully used or disclosed alleged trade secrets of their former employers. 6. The diagnostic testing industry is characterized by intellectual property litigation and in the future Prenetics may be involved in patent litigation or other intellectual property infringement claims or administrative proceedings with respect to intellectual property that could be costly, result in the diversion of management’s time and efforts, and may disrupt its business and operations. 7. Patent terms may be inadequate to protect Prenetics’s competitive position on its products and services for an adequate amount of time. 8. Prenetics uses open source software, which may pose particular risks to its proprietary software and source code. Prenetics may face claims from open source licensors claiming ownership of, or demanding the release of, the intellectual property that it developed using or derived from such open source software. 9. Prenetics relies substantially on its trademarks and trade names. If its trademarks and trade names are not adequately protected, then Prenetics may not be able to build name recognition in its markets of interest and its business may be harmed.
74 Step 1 Step 2 • New Cayman Listco and Merger Sub 1 are formed** • Merger Sub 1 merges into Artisan SPAC • Outstanding Artisan SPAC stock and warrants cancelled in exchange for New Listco stock and warrants • Transaction is intended to qualify for Artisan SPAC security holders as a§368(a)(1)(F) tax-free reorganization for U.S. federal income tax purposes *For illustrative purpose, we assume new public parent will be Cayman companies. **New Listco is formed by a non-U.S. person (e.g. Target CEO), or otherwise satisfies the business contacts test. Resultant Transaction Artisan SPAC (Cayman) Artisan Shareholders New Listco (Cayman*) Merger Listco stock, warrants Merger Sub 1 (Cayman*) Transaction Structure Reorganization Steps Listco (Cayman) Prenetics Group (Cayman) Merger Sub 2 (Cayman) Listco stock • Listco forms Cayman Merger Sub 2 • Merger Sub 2 merges into Prenetics Group, with Prenetics Group surviving • Outstanding Prenetics Group stock cancelled in exchange for Listco stock • Share exchange is intended to qualify as tax-free for U.S. federal income tax purposes under§368(a); may also qualify under§351 depending on size of Prenetics shareholders’ percentage ownership of Listco Listco (Cayman) Prenetics Group (Cayman) Artisan SPAC (Cayman) Artisan SPAC (Cayman) Artisan Shareholders Prenetics Shareholders Artisan Shareholders Prenetics Shareholders Merger
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Artisan Acquisition Corp. (“Artisan”) and Prenetics Group Limited (“Prenetics”) and also contains certain financial forecasts and projections.
All statements other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of operations and financial position, Prenetics’ plans for new product development and geographic expansion, objectives of management for future operations of Prenetics, projections of market opportunity and revenue growth, competitive position, technological and market trends, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined entity (“PubCo”) following the consummation of the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms of the proposed transaction, are also forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. These statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Artisan and Prenetics, which involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Although each of Artisan, Prenetics and PubCo believes that it has a reasonable basis for each forward-looking statement contained in this document, each of Artisan, Prenetics and PubCo caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed transaction, which has been filed by PubCo with the U.S. Securities and Exchange Commission (the “SEC”) and other documents filed by Artisan or PubCo from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements in this document include statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither Artisan, Prenetics nor PubCo can assure you that the forward-looking statements in this document will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including the ability to complete the business combination due to the failure to obtain approval from Artisan’s shareholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by Artisan’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement on Form F-4 that has been filed by PubCo to the SEC and those included under the heading “Risk Factors” in the final prospectus of Artisan dated May 13, 2021 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Artisan, Prenetics, PubCo, their respective directors, officers or employees or any other person that Artisan, Prenetics or PubCo will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this document represent the views of Artisan, Prenetics and PubCo as of the date of this document. Subsequent events and developments may cause those views to change. However, while Artisan, Prenetics and PubCo may update these forward-looking statements in the future, Artisan, Prenetics and PubCo specifically disclaim any obligation to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Artisan, Prenetics or PubCo as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction, PubCo has filed a registration statement on Form F-4 (the “Registration Statement”) with the SEC that includes a prospectus with respect to PubCo’s securities to be issued in connection with the proposed transaction and a proxy statement with respect to the shareholder meeting of Artisan to vote on the proposed transaction. Shareholders of Artisan and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Artisan, Prenetics and PubCo and the proposed transaction. After the Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of Artisan as of a record date to be established for voting on the proposed transaction. Once available, shareholders of Artisan will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Artisan Acquisition Corp., Room 1111, New World Tower 1, 18 Queen’s Road, Central, Hong Kong. The preliminary and definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Artisan, Prenetics and PubCo and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described in this document under the rules of the SEC. Information about the directors and executive officers of Artisan and their ownership is set forth in Artisan’s filings with the SEC, including its final prospectus dated May 13, 2021 and subsequent filings on Form 10-Q and Form 3. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Artisan’s shareholders in connection with the potential transaction will be set forth in the Registration Statement. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to Artisan Acquisition Corp., Room 1111, New World Tower 1, 18 Queen's Road, Central, Hong Kong.
No Offer or Solicitation
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Artisan, Prenetics or PubCo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.