SEC Filing - Prenetics Global Limited

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

9,713,864⁽¹⁾

Shared voting power

Sole dispositive power

9,713,864⁽¹⁾

Shared dispositive power

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Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Prenetics Global Limited

(Name of Issuer)

Class A ordinary shares, US$0.0001 par value per share

(Title of Class of Securities)

G72245106

(CUSIP Number)

Da Yeung Limited

Yeung Danny Sheng Wu

Unit 701-706, K11 Atelier King’s Road

728 King’s Road, Quarry Bay

Hong Kong

Tel: +852-2210-9588

January 3, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

This statement on Schedule 13D constitutes Amendment No. 1 to the initial Schedule 13D (the “Original Schedule 13D”) filed on May 31, 2022 on behalf of each of Da Yeung Limited and Yeung Danny Sheng Wu, with respect to ordinary shares (“Ordinary Shares”), comprising Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.0001 per share (“Class B Ordinary Shares”), of Prenetics Global Limited (the “Issuer”), an exempted company limited by shares incorporated under the laws of the Cayman Island.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D			Page __ of __


CUSIP No. G72245106


(1)		Names of reporting persons Da Yeung Limited
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization British Virgin Islands

(1)

Represents 9,713,864 Class B Ordinary Shares directly held by Da Yeung Limited, a British Virgin Islands company wholly owned by Yeung Danny Sheng Wu. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to twenty (20) votes, whereas each Class A Ordinary Share is entitled to one vote.

(2)

Calculated based on 158,820,280 Ordinary Shares as a single class (being the sum of 136,775,834 Class A Ordinary Shares and 22,044,446 Class B Ordinary Shares) to which this report is related, issued and outstanding as of January 12, 2023. The Class B Ordinary Shares are treated as converted into Class A Ordinary Shares only for the purpose of calculating the percentage of ownership of the Reporting Person.


CUSIP No. G72245106


(1)		Names of reporting persons Yeung Danny Sheng Wu
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Hong Kong SAR

(1)

Represents (i) 12,330,582 Class B Ordinary Shares directly held by Yeung Danny Sheng Wu, and (ii) 9,713,864 Class B Ordinary Shares held by Da Yeung Limited, a British Virgin Islands company wholly owned by Yeung Danny Sheng Wu. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to twenty (20) votes, whereas each Class A Ordinary Share is entitled to one vote.

(2)

Calculated based on 158,820,280 Ordinary Shares as a single class (being the sum of 136,775,834 Class A Ordinary Shares and 22,044,446 Class B Ordinary Shares) to which this report is related, issued and outstanding as of January 12, 2023, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. The Class B Ordinary Shares are treated as converted into Class A Ordinary Shares only for the purpose of calculating the percentage of ownership of the Reporting Person.


SCHEDULE 13D		Page ___ of ___

Pursuant to Rule 13d-2 promulgated under the Act, This Amendment No. 1 (this “Amendment No. 1”), amends and supplements the Original Schedule 13D. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

On December 31, 2022, Danny exercised 6,064,923 restricted share units in exchange for 12,330,582 Class B Ordinary Shares pursuant to the Issuer’s 2022 Share Incentive Plan.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by (i) adding the following after the section under the heading “Lock-Up Provision”, and (ii) amending and restating the first paragraph of the section under the heading “General”.

Share Incentive Plan

Danny exercised 6,064,923 restricted share units in exchange for 12,330,582 Class B Ordinary Shares pursuant to the Issuer’s 2022 Share Incentive Plan.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b):The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is based on a total of 158,820,280 issued and outstanding Ordinary Shares (consisting of 136,775,834 Class A Ordinary Shares and 22,044,446 Class B Ordinary Shares) of the Issuer as of January 12, 2023. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to twenty (20) votes, whereas each Class A Ordinary Share is entitled to one vote.

The shares beneficially owned by Da Yeung Limited represent approximately 6.12% of the total issued and outstanding ordinary shares of the Issuer and represent approximately 33.63% of the aggregate voting power of the Issuer’s total issued and outstanding ordinary shares.

The shares beneficially owned by Danny represent approximately 13.88% of the total issued and outstanding ordinary shares of the Issuer and represent approximately 76.32% of the aggregate voting power of the Issuer’s total issued and outstanding ordinary shares.

(c): Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

(d): None.

(e): Not applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and restated as follows:


Exhibit No.		Description

A		Joint Filing Agreement dated May 31, 2022 by and between the Reporting Persons (previously filed with the SEC as Exhibit A to the Original Schedule 13D filed by the Reporting Persons on May 31, 2022).

B		Registration Rights Agreement, dated as of September 15, 2021, by and among Prenetics Global Limited, Artisan Acquisition Corp., Artisan LLC, Danny Sheng Wu Yeung and other parties named therein (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 (File No. 333-265284) filed with the SEC on May 27, 2022).

C		Shareholder Support Agreements and Deed, dated as of September 15, 2021, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp., and certain management shareholders named therein (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form F-1 (File No. 333-265284) filed with the SEC on May 27, 2022).

D		Amendment to Shareholder Support Agreement, dated as of March 30, 2022, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp. and certain management shareholders named therein (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form F-1 (File No. 333-265284) filed with the SEC on May 27, 2022).

E		Prenetics Global Limited 2022 Share Incentive Plan (incorporated herein by reference to Exhibit 4.4 to the Form 20-F transition report filed with the SEC on May 27, 2022)

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.