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United States securities and exchange commission logo
December 23, 2021
Danny Yeung
Director
Prenetics Global Limited
Unit 701-706, K11 Atelier King s Road
728 King s Road, Quarry Bay, Hong Kong
Re: Prenetics Global
Limited
Amendment No. 2 to
Registration Statement on Form F-4
Filed December 16,
2021
File No. 333-260928
Dear Mr. Yeung:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form F-4 Filed December 16, 2021
Cover Page
1. Please disclose on both
the Cover Page and in the Summary of the Proxy
Statement/Prospectus
whether your auditor is subject to the determinations announced by
the PCAOB on December
16, 2021.
2. Where you discuss how
cash flows through your organization, please provide cross-
references to the
condensed consolidating schedule and the consolidated financial
statements.
Selected Historical Financial Data of Prenetics, page 48
3. Please tell us and
clarify in Note (b) on pages 48-49 what is meant by the "elimination of
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany23,
December NamePrenetics
2021 Global Limited
December
Page 2 23, 2021 Page 2
FirstName LastName
exchange reverse upon consolidation".
4. We note your response to comment 5. Please address the following:
Please present major line items in your consolidating schedules,
such as direct costs,
and subtotals as well as disaggregated intercompany amounts, such
as separate line
items for intercompany receivables and investment in subsidiary;
and
Please further revise your consolidating schedules to also
disaggregate the parent
company, the VIEs and its consolidated subsidiaries, the WFOEs that
are the primary
beneficiary of the VIEs, and an aggregation of other entities that
are consolidated.
The objective of this disclosure is to allow an investor to
evaluate the nature of assets
held by, and the operations of, entities apart from the VIE, as
well as the nature and
amounts associated with intercompany transactions. Any intercompany
amounts
should be presented on a gross basis and when necessary, additional
disclosure about
such amounts should be included in order to make the information
presented not
misleading.
Risk Factors
PubCo's securities may be delisted or prohibited from being traded..., page 61
5. Please update your disclosure regarding the HFCAA to reflect that the
Commission
adopted rules to implement the HFCAA and that, pursuant to the HFCAA,
the PCAOB
has issued its report notifying the Commission of its determination
that it is unable to
inspect or investigate completely accounting firms headquartered in
mainland China or
Hong Kong.
Unaudited Pro Forma Condensed Combined Financial Information, page 273
6. We note your response to comment 8. We remind you that Item 8.A.5 of
the Form 20-F
states that if the company has published interim financial information
that covers a more
current period than those otherwise required by the standard, the more
current interim
financial information must be included. We note that the financial
statements for Artisan
Acquisition Corporation have been provided for the more current period
ending
September 30, 2021. We would also expect the pro forma financial
information to be
updated for the more current period. We remind you that Article 11 of
Regulation S-
X permits the ending date of the periods included for the target
company to differ from
those of the registrant by up to a fiscal quarter. Refer to Rule
11-02(c)(3) of Regulation S-
X.
You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with any
other
questions.
Danny Yeung
Prenetics Global Limited
December 23, 2021
Page 3
Sincerely,
FirstName LastNameDanny Yeung
Division of Corporation Finance
Comapany NamePrenetics Global Limited
Office of Life Sciences
December 23, 2021 Page 3
cc: Jonathan B. Stone, Esq.
FirstName LastName