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United States securities and exchange commission logo
June 7, 2022
Danny Yeung
Chief Executive Officer
Prenetics Global Limited
Unit 701-706, K11 Atelier King s Road 728 King s Road, Quarry Bay
Hong Kong
Re: Prenetics Global
Limited
Registration
Statement on Form F-1
Filed May 27, 2022
File No. 333-265284
Dear Mr. Yeung:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Disclose the exercise
prices of the warrants compared to the market price of the
underlying securities.
If the warrants are out the money, please disclose the likelihood that
warrant holders will
not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany
June 7, 2022NamePrenetics Global Limited
June 7,
Page 2 2022 Page 2
FirstName LastName
3. Please revise your cover page to disclose the number of redemptions of
your Class A
ordinary shares that occurred in connection with your business
combination. To the extent
that the redemptions constituted a significant number of your
previously outstanding Class
A ordinary shares, please revise to disclose that the shares being
registered for resale will
constitute a considerable percentage of your public float. To the
extent that all or most of
the shares being registered for resale were purchased by the selling
securityholders for
prices considerably below the current market price of your Class A
ordinary shares, please
also highlight the significant negative impact sales of shares on this
registration statement
could have on the public trading price of the Class A ordinary shares.
Risk Factors
Risks Relating to the Company's Securities, page 48
4. We note your inclusion of a risk factor highlighting the negative
pressure potential sales
of shares pursuant to this registration statement could have on the
public trading price of
the Class A ordinary shares. To further illustrate this risk, disclose
the purchase price of
the securities being registered for resale. Also disclose, if true,
that even though the
current trading price is below the SPAC IPO price, the certain private
investors have an
incentive to sell because they will still profit on sales because of
the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Company Overview, page 126
5. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s Class A ordinary shares.
Liquidity and Capital Resources, page 136
6. Please revise this section to disclose the number of redemptions of
your Class A ordinary
shares pursuant to the Business Combination. To the extent there were
a significant
number of redemptions, as well as the unlikelihood that the company
will receive
significant proceeds from exercises of the warrants because of the
disparity between the
exercise price of the warrants and the current trading price of the
Class A ordinary shares,
expand your discussion of capital resources to address any changes in
the company s
liquidity position since the Business Combination. If the company is
likely to have to seek
additional capital, discuss the effect of this offering on the company
s ability to raise
additional capital.
General
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the selling securityholders acquired their
shares and warrants, and the
Danny Yeung
Prenetics Global Limited
June 7, 2022
Page 3
price that the public securityholders acquired their shares and warrants.
Disclose that
while the selling securityholders may experience a positive rate of
return based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading price. Please also disclose the potential profit the selling
securityholders will earn
based on the current trading price. Lastly, please include appropriate
risk factor
disclosure.
8. Please review the registration statement to ensure it is clear that the
Business Combination
has been completed and to reflect the combined company and its business
as of the date of
the filing. Non-exclusive examples of disclosure that should be updated
are as follows:
"We face various legal and operational risks associated with doing
business in Hong
Kong, which could result in a material change in our operations in
Hong Kong
following the Business Combination..."
"Upon the completion of the Business Combination, we will become a
public
company in the United States subject to the Sarbanes-Oxley Act of
2002."
"In addition, we cannot assure you that we will not identify any
deficiencies or
material weaknesses after the Business Combination."
"Following the Business Combination, we plan to seek bolt-on
opportunities that will
provide the right platform..."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Alan Campbell at 202-551-4224 or Laura Crotty at
202-551-7614 with any
questions.
Sincerely,
FirstName LastNameDanny Yeung
Division of
Corporation Finance
Comapany NamePrenetics Global Limited
Office of Life
Sciences
June 7, 2022 Page 3
cc: Jonathan B. Stone, Esq.
FirstName LastName