UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Prenetics Global Limited

(Exact name of registrant as specified in its charter)

2022 Share Incentive Plan

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 800-221-0102

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed by Prenetics Global Limited (the “Registrant”) to register additional securities issuable pursuant to the 2022 Share Incentive Plan (the “Plan”) and consists of only those items required by General Instruction E to Form S-8. Pursuant to Section 3.1(a) of the Plan (hereinafter referred to as the “evergreen provisions”), the number of ordinary shares with respect to which awards may be granted under the Plan will be increased on the first day of each calendar year beginning in 2023, in accordance with a formula set forth in the Plan. Based on the foregoing, the additional securities registered hereby consist of 5,557,230 ordinary shares that are added to the award pool of the Plan, effective from January 1, 2023, pursuant to the Plan’s evergreen provisions, which were not previously registered under the registration statement on Form S-8 (File No. 333-267956) filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 20, 2022 (the “Prior Registration Statement”).

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except as otherwise set forth herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference as of their respective dates and deemed to be a part hereof:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

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Item 8. Exhibits.

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this registration statement.

EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on May 1, 2023.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Danny Sheng Wu Yeung and Lo Hoi Chun, each acting alone, as his or her true and lawful attorney-in-fact and agents, with the power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto, including post-effective amendments, of Prenetics Global Limited, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Prenetics Global Limited has signed this registration statement or amendment thereto in the City of New York, New York on May 1, 2023.

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Exhibit 5.1

				Mourant Ozannes (Hong Kong) LLP 1002-1008 10/F Gloucester Tower
				Landmark 15 Queen’s Road Central
				Hong Kong
				T + 852 3995 5700
				F + 852 3995 5799

Prenetics Global Limited

c/o Unit 701-706

K11 Atelier King’s Road

728 King’s Road

Quarry Bay

Hong Kong

Date | 1 May 2023

Our ref | 8054020/86196329/2

Dear Sirs and Mesdames

Prenetics Global Limited (the Company)

We have acted as Cayman Islands legal advisers to the Company to provide this legal opinion in connection with the Company’s registration statement on Form S-8 filed on 1 May 2023 with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the offering and sale (the Offering) of the Company’s class A ordinary shares of par value US$0.0001 each (the Shares).

For the purposes of this opinion we have examined a copy of each of the following documents:

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied upon the following assumptions, which we have not independently verified:

Paul Christopher | Simon Lawrenson | Danielle Roman | Claire Fulton | Justine Lau | James Broad | Jessica Lee | Michael Popkin | Paul Trewartha

Mourant Ozannes (Hong Kong) LLP is a limited liability partnership under the Legal Practitioners Ordinance (Cap. 159) of Hong Kong and is registered and regulated by the Law Society of Hong Kong as a Foreign Law Firm. Further information about the partners and Mourant Ozannes (Hong Kong) LLP and other Mourant network members is available on our website: www.mourant.com

mourant.com

8054020/86196329/1

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

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8054020/86196329/1

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Mourant Ozannes (Hong Kong) LLP

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 1, 2023, with respect to the consolidated financial statements of Prenetics Global Limited, incorporated herein by reference.

Exhibit 23.2

Consent of Independent Auditors

We consent to the use of our report dated May 1, 2023, with respect to the consolidated financial statements of ACT Genomics Holdings Company Limited, incorporation herein by reference, which report appears in the Form 20-F of Prenetics Global Limited dated May 1, 2023.

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Prenetics Global Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

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