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United States securities and exchange commission logo
February 14, 2022
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. 5 to
Registration Statement on Form F-4
Filed February 10,
2022
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. 5 to Registration Statement on Form F-4
Cover Page
1. We note your disclosure
on page 49 that Prenetics H.K. holds $29.1 million in cash and
cash equivalents at
June 30, 2021. We further note your capital resources disclosure on
page 270 that your cash
is held for working capital purposes. We also note your
description of how cash
is transferred through your organization. Please revise to disclose
whether cash generated
from one subsidiary is used to fund another subsidiary s
operations. For
example, state whether you have ever faced difficulties or limitations on
your ability to
transfer cash between subsidiaries and whether cash received from your
U.K. subsidiary funds
operations of your H.K. subsidiary, and if so, whether you have
cash management
policies that dictate the amount of such funding.
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany14,
February NamePrenetics
2022 Global Limited
February
Page 2 14, 2022 Page 2
FirstName LastName
2. Please revise your statement that your auditor is located in Hong Kong
and is not currently
audited by the PCAOB to also specifically state that your auditor is
included on a list of
audit firms its Board determined it is unable to inspect or
investigate completely because
of a position taken by one or more authorities in Hong Kong, and is
therefore subject to
the PCAOB s determination. Please clarify this point throughout your
disclosure.
Prenetics, page 24
3. We note your statement that Prenetics believes that, based on the
advice of its outside
PRC counsel, it is currently not required to obtain any permission or
approval from the
China Securities Regulatory Commission ( CSRC ), Cyberspace
Administration of China
( CAC ) or any other PRC governmental authority to operate its
business or to list its
securities on a U.S. securities exchange or to issue securities to
foreign investors (other
than standard company registration with the competent State
Administration for Market
Regulation, which may be required for the three inactive subsidiaries
of Prenetics that are
incorporated under the laws of the PRC). Please identify outside
PRC counsel and file a
consent. Alternatively, remove the reference and explain the basis for
your belief that you
are not required to obtain a cybersecurity review. Additionally,
please explain the
uncertainty with respect to whether your three subsidiaries
incorporated under the laws of
the PRC may be required to register with the competent State
Administration for Market
Regulation.
Summary of the Proxy Statement/Prospectus, page 24
4. We refer to Comment 13 from our letter dated October 28, 2021. Please
revise the
Summary of the Proxy Statement/Prospectus to disclose the composition
of the board of
directors of PubCo after consummation of the Business Combination in
relation to
members associated with each of the pre-acquisition entities.
The PRC government has significant oversight, discretion and control over the
manner in which
companies incorporated..., page 65
5. Please include a specific discussion indicating that there can be no
assurance that the PRC
government will not intervene or impose restrictions on your ability
to transfer or
distribute cash within your organization, which could result in an
inability or prohibition
on making transfers or distributions to entities outside of Hong Kong
and adversely affect
your business. Your discussion should include a cross-reference to the
condensed
consolidating financial information.
You may contact Nudrat Salik at 202-551-3692 or Mary Mast at
202-551-3613 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
February 14, 2022
Page 3
Sincerely,
FirstName LastNameDanny Yeung
Division of Corporation Finance
Comapany NamePrenetics Global Limited
Office of Life Sciences
February 14, 2022 Page 3
cc: Jonathan B. Stone, Esq.
FirstName LastName