POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-1
Table of Contents
POS AMtrue0001876431 0001876431 2020-01-01 2020-12-31 0001876431 2021-01-01 2021-12-31 0001876431 2022-01-01 2022-12-31 0001876431 2022-12-31 0001876431 2021-12-31 0001876431 2020-12-31 0001876431 2021-06-10 2021-06-10 0001876431 2022-09-01 2022-09-30 0001876431 2022-01-01 2022-01-01 0001876431 2019-12-31 0001876431 ifrs-full:NoncontrollingInterestsMember 2020-01-01 2020-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2020-01-01 2020-12-31 0001876431 ifrs-full:RetainedEarningsMember 2020-01-01 2020-12-31 0001876431 country:HK 2020-01-01 2020-12-31 0001876431 country:GB 2020-01-01 2020-12-31 0001876431 ifrs-full:PreferenceSharesMember 2020-01-01 2020-12-31 0001876431 pre:ExchangeableNotesMember 2020-01-01 2020-12-31 0001876431 pre:IfrsEmployeeStockOptionMember 2020-01-01 2020-12-31 0001876431 pre:ConvertibleSecuritiesMember 2020-01-01 2020-12-31 0001876431 pre:OverseasMember 2020-01-01 2020-12-31 0001876431 ifrs-full:LandAndBuildingsMember 2020-01-01 2020-12-31 0001876431 ifrs-full:OfficeEquipmentMember 2020-01-01 2020-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2020-01-01 2020-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2020-01-01 2020-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2020-01-01 2020-12-31 0001876431 pre:CustomerOneMember 2020-01-01 2020-12-31 0001876431 pre:CustomerTwoMember 2020-01-01 2020-12-31 0001876431 pre:RestOfWorldMember 2020-01-01 2020-12-31 0001876431 pre:PreventionMember 2020-01-01 2020-12-31 0001876431 pre:DiagnosticsMember 2020-01-01 2020-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2020-01-01 2020-12-31 0001876431 pre:UnallocatedMember 2020-01-01 2020-12-31 0001876431 ifrs-full:CostOfSalesMember 2020-01-01 2020-12-31 0001876431 pre:SellingAndDistributionExpensesMember 2020-01-01 2020-12-31 0001876431 pre:ResearchAndDevelopmentExpensesMember 2020-01-01 2020-12-31 0001876431 pre:AdministrativeAndOtherOperatingExpensesMember 2020-01-01 2020-12-31 0001876431 ifrs-full:CapitalReserveMember 2020-01-01 2020-12-31 0001876431 pre:RestructuringChargesWriteoffOfPrepaymentMember 2020-01-01 2020-12-31 0001876431 pre:RestructuringChargesImpairmentLossesOnPropertyPlantAndEquipmentMember 2020-01-01 2020-12-31 0001876431 pre:RestructuringChargesImpairmentOfGoodwillMember 2020-01-01 2020-12-31 0001876431 pre:RestructuringChargesImpairmentOfIntangibleAssetsMember 2020-01-01 2020-12-31 0001876431 ifrs-full:MiscellaneousOtherReservesMember 2020-01-01 2020-12-31 0001876431 pre:RevenueFromServicesMember 2020-01-01 2020-12-31 0001876431 pre:TotalDepreciationAndAmortizationChargesMember 2020-01-01 2020-12-31 0001876431 pre:IfrsResearchAndDevelopmentExpenseMember 2020-01-01 2020-12-31 0001876431 ifrs-full:IssuedCapitalMember 2020-01-01 2020-12-31 0001876431 ifrs-full:NoncontrollingInterestsMember 2021-01-01 2021-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:RetainedEarningsMember 2021-01-01 2021-12-31 0001876431 country:HK 2021-01-01 2021-12-31 0001876431 country:GB 2021-01-01 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2021-01-01 2021-12-31 0001876431 pre:ExchangeableNotesMember 2021-01-01 2021-12-31 0001876431 pre:OverseasMember 2021-01-01 2021-12-31 0001876431 ifrs-full:LandAndBuildingsMember 2021-01-01 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:LeaseLiabilitiesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:DebtSecuritiesMember 2021-01-01 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember ifrs-full:BottomOfRangeMember 2021-01-01 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember ifrs-full:TopOfRangeMember 2021-01-01 2021-12-31 0001876431 pre:LargestCustomerMember 2021-01-01 2021-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2021-01-01 2021-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2021-01-01 2021-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:GrossCarryingAmountMember 2021-01-01 2021-12-31 0001876431 pre:CustomerOneMember 2021-01-01 2021-12-31 0001876431 pre:CustomerTwoMember 2021-01-01 2021-12-31 0001876431 pre:RestOfWorldMember 2021-01-01 2021-12-31 0001876431 pre:PreventionMember 2021-01-01 2021-12-31 0001876431 pre:DiagnosticsMember 2021-01-01 2021-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2021-01-01 2021-12-31 0001876431 pre:IfrsRestrictedStockMember 2021-01-01 2021-12-31 0001876431 pre:ShareOptionSchemesMember 2021-01-01 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2021-01-01 2021-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember pre:PreferenceSharesLiabilitiesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember pre:PreferenceSharesLiabilitiesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember 2021-01-01 2021-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2021-01-01 2021-12-31 0001876431 pre:UnallocatedMember 2021-01-01 2021-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 pre:ExpectedVolatilityMeasurementInputMember 2021-01-01 2021-12-31 0001876431 ifrs-full:CostOfSalesMember 2021-01-01 2021-12-31 0001876431 pre:SellingAndDistributionExpensesMember 2021-01-01 2021-12-31 0001876431 pre:ResearchAndDevelopmentExpensesMember 2021-01-01 2021-12-31 0001876431 pre:AdministrativeAndOtherOperatingExpensesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:CapitalReserveMember 2021-01-01 2021-12-31 0001876431 pre:RestructuringChargesWriteoffOfPrepaymentMember 2021-01-01 2021-12-31 0001876431 pre:RestructuringChargesImpairmentLossesOnPropertyPlantAndEquipmentMember 2021-01-01 2021-12-31 0001876431 pre:RestructuringChargesImpairmentOfGoodwillMember 2021-01-01 2021-12-31 0001876431 pre:RestructuringChargesImpairmentOfIntangibleAssetsMember 2021-01-01 2021-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-01-01 2021-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember pre:SeriesDPreferenceSharesMember 2021-01-01 2021-12-31 0001876431 pre:RiskAdjustedDiscountRateMeasurementInputMember 2021-01-01 2021-12-31 0001876431 pre:IfrsMeasurementInputDiscountForLackOfMarketabilityMember 2021-01-01 2021-12-31 0001876431 pre:ShareIncentivePlan2021Member 2021-01-01 2021-12-31 0001876431 pre:PhclMember 2021-01-01 2021-12-31 0001876431 pre:DueToRelatedPartiesMember 2021-01-01 2021-12-31 0001876431 ifrs-full:OrdinarySharesMember pre:PhclMember 2021-01-01 2021-12-31 0001876431 ifrs-full:IssuedCapitalMember 2021-01-01 2021-12-31 0001876431 ifrs-full:MiscellaneousOtherReservesMember 2021-01-01 2021-12-31 0001876431 pre:SeriesPreferenceSharesMember pre:PhclMember 2021-01-01 2021-12-31 0001876431 pre:SeriesBPreferenceSharesMember pre:PhclMember 2021-01-01 2021-12-31 0001876431 pre:SeriesCPreferenceSharesMember pre:PhclMember 2021-01-01 2021-12-31 0001876431 ifrs-full:SharePremiumMember 2021-01-01 2021-12-31 0001876431 ifrs-full:NotLaterThanOneYearMember 2021-01-01 2021-12-31 0001876431 ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember 2021-01-01 2021-12-31 0001876431 ifrs-full:LaterThanFiveYearsAndNotLaterThanTenYearsMember 2021-01-01 2021-12-31 0001876431 pre:IndefinitePeriodMember 2021-01-01 2021-12-31 0001876431 pre:RevenueFromServicesMember 2021-01-01 2021-12-31 0001876431 pre:TotalDepreciationAndAmortizationChargesMember 2021-01-01 2021-12-31 0001876431 pre:IfrsResearchAndDevelopmentExpenseMember 2021-01-01 2021-12-31 0001876431 pre:PreneticsLimitedMember 2021-01-01 2021-12-31 0001876431 pre:PreneticsEmeaLimitedMember 2021-01-01 2021-12-31 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember 2021-01-01 2021-12-31 0001876431 pre:ActGenomicsCo.Ltd.Member 2021-01-01 2021-12-31 0001876431 pre:ActGenomicsHongKongLimitedMember 2021-01-01 2021-12-31 0001876431 pre:SanomicsLimitedMember 2021-01-01 2021-12-31 0001876431 pre:McDiagnosticsLimitedMember 2021-01-01 2021-12-31 0001876431 pre:NasdaqStockMarketMember 2021-01-01 2021-12-31 0001876431 ifrs-full:NoncontrollingInterestsMember 2022-01-01 2022-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:RetainedEarningsMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:ComputerEquipmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:ComputerSoftwareMember 2022-01-01 2022-12-31 0001876431 ifrs-full:CustomerrelatedIntangibleAssetsMember 2022-01-01 2022-12-31 0001876431 pre:WebsiteAndMobileAppsMember 2022-01-01 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 pre:ProductsDevelopmentCostMember 2022-01-01 2022-12-31 0001876431 country:HK 2022-01-01 2022-12-31 0001876431 country:GB 2022-01-01 2022-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2022-01-01 2022-12-31 0001876431 pre:WarrantsMember 2022-01-01 2022-12-31 0001876431 pre:ExchangeableNotesMember 2022-01-01 2022-12-31 0001876431 pre:OverseasMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LandAndBuildingsMember 2022-01-01 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LeaseLiabilitiesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 pre:LargestCustomerMember 2022-01-01 2022-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:GrossCarryingAmountMember ifrs-full:ComputerSoftwareMember 2022-01-01 2022-12-31 0001876431 ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2022-01-01 2022-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2022-01-01 2022-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 pre:CustomerOneMember 2022-01-01 2022-12-31 0001876431 pre:CustomerTwoMember 2022-01-01 2022-12-31 0001876431 pre:IfrsRestrictedStockMember 2022-01-01 2022-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2022-01-01 2022-12-31 0001876431 pre:RestOfWorldMember 2022-01-01 2022-12-31 0001876431 pre:PreventionMember 2022-01-01 2022-12-31 0001876431 pre:DiagnosticsMember 2022-01-01 2022-12-31 0001876431 ifrs-full:TopOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2022-01-01 2022-12-31 0001876431 pre:FiveLargestCustomersMember 2022-01-01 2022-12-31 0001876431 pre:IfrsShareBasedPaymentArrangementTrancheOneMember pre:ShareOptionSchemesMember 2022-01-01 2022-12-31 0001876431 pre:ConvertibleSecuritiesDueAugust2021Member 2022-01-01 2022-12-31 0001876431 pre:ConvertibleSecuritiesDueFebruary2022Member 2022-01-01 2022-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember 2022-01-01 2022-12-31 0001876431 pre:TradeFinancingMember 2022-01-01 2022-12-31 0001876431 pre:UnallocatedMember 2022-01-01 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 pre:PrePrenetics2022PlanMember pre:IfrsRestrictedStockUnitsRsuMember 2022-01-01 2022-12-31 0001876431 pre:Prenetics2022PlanMember pre:IfrsRestrictedStockUnitsRsuMember 2022-01-01 2022-12-31 0001876431 ifrs-full:CostOfSalesMember 2022-01-01 2022-12-31 0001876431 pre:SellingAndDistributionExpensesMember 2022-01-01 2022-12-31 0001876431 pre:ResearchAndDevelopmentExpensesMember 2022-01-01 2022-12-31 0001876431 pre:AdministrativeAndOtherOperatingExpensesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:CapitalReserveMember 2022-01-01 2022-12-31 0001876431 pre:RestructuringChargesWriteoffOfPrepaymentMember 2022-01-01 2022-12-31 0001876431 pre:RestructuringChargesImpairmentLossesOnPropertyPlantAndEquipmentMember 2022-01-01 2022-12-31 0001876431 pre:RestructuringChargesImpairmentOfGoodwillMember 2022-01-01 2022-12-31 0001876431 pre:RestructuringChargesImpairmentOfIntangibleAssetsMember 2022-01-01 2022-12-31 0001876431 pre:ShareOptionSchemesMember pre:IfrsShareBasedPaymentArrangementTrancheTwoMember 2022-01-01 2022-12-31 0001876431 pre:ShareOptionSchemesMember pre:IfrsShareBasedPaymentArrangementTrancheThreeMember 2022-01-01 2022-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:GrossCarryingAmountMember pre:CustomerRelationshipMember 2022-01-01 2022-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember ifrs-full:ComputerSoftwareMember 2022-01-01 2022-12-31 0001876431 ifrs-full:SharePremiumMember 2022-01-01 2022-12-31 0001876431 ifrs-full:IssuedCapitalMember 2022-01-01 2022-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-01-01 2022-12-31 0001876431 ifrs-full:TopOfRangeMember ifrs-full:LandAndBuildingsMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LandAndBuildingsMember ifrs-full:BottomOfRangeMember 2022-01-01 2022-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember pre:PreferenceSharesLiabilitiesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember pre:PreferenceSharesLiabilitiesMember 2022-01-01 2022-12-31 0001876431 pre:ShareOptionSchemesMember 2022-01-01 2022-12-31 0001876431 pre:ShareIncentivePlan2021Member 2022-01-01 2022-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-01-01 2022-12-31 0001876431 ifrs-full:OrdinarySharesMember pre:PhclMember 2022-01-01 2022-12-31 0001876431 pre:IfrsRestrictedStockMember pre:Prenetics2022PlanMember 2022-01-01 2022-12-31 0001876431 pre:PhclMember 2022-01-01 2022-12-31 0001876431 pre:CerbactAsiaHoldingsPte.LtdMember 2022-01-01 2022-12-31 0001876431 pre:ActmedCo.LtdMember 2022-01-01 2022-12-31 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember 2022-01-01 2022-12-31 0001876431 ifrs-full:NotLaterThanOneYearMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LaterThanFiveYearsAndNotLaterThanTenYearsMember 2022-01-01 2022-12-31 0001876431 pre:IndefinitePeriodMember 2022-01-01 2022-12-31 0001876431 pre:ClassACommonStockMember ifrs-full:OrdinarySharesMember 2022-01-01 2022-12-31 0001876431 pre:ClassBCommonStockMember ifrs-full:OrdinarySharesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:TreasurySharesMember 2022-01-01 2022-12-31 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember ifrs-full:MiscellaneousOtherReservesMember 2022-01-01 2022-12-31 0001876431 ifrs-full:FloatingInterestRateMember pre:TradeFinancingMember 2022-01-01 2022-12-31 0001876431 pre:RevenueFromServicesMember 2022-01-01 2022-12-31 0001876431 pre:TotalDepreciationAndAmortizationChargesMember 2022-01-01 2022-12-31 0001876431 pre:IfrsResearchAndDevelopmentExpenseMember 2022-01-01 2022-12-31 0001876431 pre:CguPreventionEmeaMember 2022-01-01 2022-12-31 0001876431 pre:CguDiagnosticsEmeaMember 2022-01-01 2022-12-31 0001876431 pre:CancerGeneticTestingServicesAndSalesOfMedicalDiagnosticsProductsWithinTheDiagnosticsSegmentMember 2022-01-01 2022-12-31 0001876431 pre:PreneticsLimitedMember 2022-01-01 2022-12-31 0001876431 pre:PreneticsEmeaLimitedMember 2022-01-01 2022-12-31 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember 2022-01-01 2022-12-31 0001876431 pre:ActGenomicsCo.Ltd.Member 2022-01-01 2022-12-31 0001876431 pre:ActGenomicsHongKongLimitedMember 2022-01-01 2022-12-31 0001876431 pre:SanomicsLimitedMember 2022-01-01 2022-12-31 0001876431 pre:McDiagnosticsLimitedMember 2022-01-01 2022-12-31 0001876431 ifrs-full:MiscellaneousOtherReservesMember 2022-01-01 2022-12-31 0001876431 dei:BusinessContactMember 2022-01-01 2022-12-31 0001876431 pre:WarrantLiabilitiesMember ifrs-full:Level3OfFairValueHierarchyMember 2022-01-01 2022-12-31 0001876431 exch:XNIM pre:RecapitalizationMember 2022-01-01 2022-12-31 0001876431 pre:TradeFinancingMember pre:ReverseFactoringArrangementMember ifrs-full:TopOfRangeMember ifrs-full:FloatingInterestRateMember 2022-01-01 2022-12-31 0001876431 pre:TradeFinancingMember pre:ReverseFactoringArrangementMember ifrs-full:BottomOfRangeMember ifrs-full:FloatingInterestRateMember 2022-01-01 2022-12-31 0001876431 pre:ArtisanMember 2022-01-01 2022-12-31 0001876431 pre:NasdaqStockMarketMember 2022-01-01 2022-12-31 0001876431 ifrs-full:LandAndBuildingsMember ifrs-full:RightofuseAssetsMember 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:RightofuseAssetsMember 2022-12-31 0001876431 ifrs-full:RightofuseAssetsMember 2022-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember pre:UnlistedSecuritiesMember 2022-12-31 0001876431 ifrs-full:LaterThanFiveYearsMember 2022-12-31 0001876431 ifrs-full:LaterThanTwoYearsAndNotLaterThanFiveYearsMember 2022-12-31 0001876431 ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember 2022-12-31 0001876431 ifrs-full:NotLaterThanOneYearMember 2022-12-31 0001876431 pre:ConvertibleSecuritiesDueFebruary2022Member 2022-12-31 0001876431 pre:ConvertibleSecuritiesDueAugust2021Member 2022-12-31 0001876431 pre:PhclMember 2022-12-31 0001876431 pre:OxsedLimitedMember ifrs-full:MiscellaneousOtherReservesMember 2022-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2022-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:IfrsDirectorMember 2022-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:EmployeesMember 2022-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:ThirdPartiesMember 2022-12-31 0001876431 ifrs-full:TradeReceivablesMember ifrs-full:CurrencyRiskMember currency:USD 2022-12-31 0001876431 ifrs-full:CurrencyRiskMember pre:DepositsAndPrepaymentsMember currency:USD 2022-12-31 0001876431 ifrs-full:CurrencyRiskMember pre:DepositsAndPrepaymentsMember currency:CNY 2022-12-31 0001876431 currency:USD ifrs-full:CurrencyRiskMember pre:CashAndCashEquivalentMember 2022-12-31 0001876431 currency:CNY ifrs-full:CurrencyRiskMember pre:CashAndCashEquivalentMember 2022-12-31 0001876431 currency:USD ifrs-full:CurrencyRiskMember pre:TradePayablesMember 2022-12-31 0001876431 currency:CNY ifrs-full:CurrencyRiskMember pre:TradePayablesMember 2022-12-31 0001876431 currency:USD ifrs-full:CurrencyRiskMember pre:AccruedExpensesAndOtherCurrentLiabilitiesMember 2022-12-31 0001876431 currency:USD ifrs-full:CurrencyRiskMember 2022-12-31 0001876431 currency:CNY ifrs-full:CurrencyRiskMember 2022-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember ifrs-full:FinancialAssetsAtFairValueMember 2022-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember ifrs-full:FinancialAssetsAtFairValueMember ifrs-full:Level3OfFairValueHierarchyMember 2022-12-31 0001876431 pre:WarrantLiabilitiesMember ifrs-full:FinancialLiabilitiesAtFairValueMember 2022-12-31 0001876431 pre:WarrantLiabilitiesMember ifrs-full:FinancialLiabilitiesAtFairValueMember ifrs-full:Level1OfFairValueHierarchyMember 2022-12-31 0001876431 pre:PreferenceSharesLiabilitiesConversionFeatureMember pre:ExpectedVolatilityMeasurementInputMember 2022-12-31 0001876431 ifrs-full:DebtSecuritiesMember pre:RiskAdjustedDiscountRateMeasurementInputMember 2022-12-31 0001876431 pre:PreferenceSharesLiabilitiesConversionFeatureMember 2022-12-31 0001876431 currency:USD 2022-12-31 0001876431 currency:CNY 2022-12-31 0001876431 pre:Prenetics2022PlanMember pre:IfrsRestrictedStockUnitsRsuMember 2022-12-31 0001876431 pre:PreventionEmeaWithinPreventionSegmentMember 2022-12-31 0001876431 pre:DiagnosticsEmeaWithinDiagnosticsSegmentMember 2022-12-31 0001876431 pre:CancerGeneticTestingServicesWithinTheDiagnosticsSegmentMember 2022-12-31 0001876431 pre:SalesOfMedicalDiagnosticsProductsWithinTheDiagnosticsSegmentMember 2022-12-31 0001876431 pre:IfrsRestrictedStockMember 2022-12-31 0001876431 pre:PrePrenetics2022PlanMember pre:IfrsRestrictedStockUnitsRsuMember 2022-12-31 0001876431 ifrs-full:OrdinarySharesMember pre:PhclMember 2022-12-31 0001876431 pre:CerbactAsiaHoldingsPte.LtdMember 2022-12-31 0001876431 pre:ActmedCo.LtdMember 2022-12-31 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember 2022-12-31 0001876431 ifrs-full:OrdinarySharesMember 2022-12-31 0001876431 pre:ClassBCommonStockMember ifrs-full:OrdinarySharesMember 2022-12-31 0001876431 pre:ClassACommonStockMember ifrs-full:OrdinarySharesMember 2022-12-31 0001876431 ifrs-full:TreasurySharesMember 2022-12-31 0001876431 pre:WarrantLiabilitiesMember 2022-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2022-12-31 0001876431 pre:LiabilitiesForPuttableFinancialInstrumentMember 2022-12-31 0001876431 pre:AccruedExpensesAndOtherLiabilitiesMember 2022-12-31 0001876431 pre:TradePayablesMember 2022-12-31 0001876431 pre:CashAndCashEquivalentsMember 2022-12-31 0001876431 pre:AmountsDueFromRelatedCompaniesMember 2022-12-31 0001876431 pre:DepositsAndOtherReceivablesMember 2022-12-31 0001876431 ifrs-full:TradeReceivablesMember 2022-12-31 0001876431 pre:PreneticsLimitedMember 2022-12-31 0001876431 pre:PreneticsEmeaLimitedMember 2022-12-31 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember 2022-12-31 0001876431 pre:ActGenomicsCo.Ltd.Member 2022-12-31 0001876431 pre:ActGenomicsHongKongLimitedMember 2022-12-31 0001876431 pre:SanomicsLimitedMember 2022-12-31 0001876431 pre:McDiagnosticsLimitedMember 2022-12-31 0001876431 exch:XNIM 2022-12-31 0001876431 ifrs-full:FloatingInterestRateMember pre:TradeFinancingMember pre:TradeReceivablesPledgedMember 2022-12-31 0001876431 pre:TradeReceivablesPledgedMember ifrs-full:FloatingInterestRateMember pre:TradeFinancingMember pre:RemainingPortionMember pre:HongkingInterbankOfferRateMember 2022-12-31 0001876431 pre:HongkingInterbankOfferRateMember pre:TradeFinancingMember pre:ReverseFactoringArrangementMember ifrs-full:FloatingInterestRateMember 2022-12-31 0001876431 pre:RemainingPortionMember pre:TradeFinancingMember pre:TradeReceivablesPledgedMember ifrs-full:FloatingInterestRateMember pre:UsdReferenceRateMember 2022-12-31 0001876431 pre:ArtisanMember 2022-12-31 0001876431 pre:ClassAOrdinarySharesMember pre:ArtisanMember 2022-12-31 0001876431 pre:ArtisanMember pre:PrivatePlacementWarrantMember 2022-12-31 0001876431 pre:RedeemableWarrantsMember pre:ArtisanMember 2022-12-31 0001876431 pre:FpaInvestorsMember pre:ReverseRecapitalizationMember 2022-12-31 0001876431 pre:ClassAOrdinarySharesMember pre:FpaInvestorsMember 2022-12-31 0001876431 pre:FpaInvestorsMember pre:WarrantMember 2022-12-31 0001876431 ifrs-full:LandAndBuildingsMember ifrs-full:RightofuseAssetsMember 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:RightofuseAssetsMember 2021-12-31 0001876431 ifrs-full:RightofuseAssetsMember 2021-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember pre:UnlistedSecuritiesMember 2021-12-31 0001876431 ifrs-full:LaterThanFiveYearsMember 2021-12-31 0001876431 ifrs-full:LaterThanTwoYearsAndNotLaterThanFiveYearsMember 2021-12-31 0001876431 ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember 2021-12-31 0001876431 ifrs-full:NotLaterThanOneYearMember 2021-12-31 0001876431 pre:PhclMember 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:IfrsDirectorMember 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:EmployeesMember 2021-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:ThirdPartiesMember 2021-12-31 0001876431 currency:CNY pre:DepositsAndPrepaymentsMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:USD pre:CashAndCashEquivalentMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:CNY pre:CashAndCashEquivalentMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:USD pre:TradePayablesMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:CNY pre:TradePayablesMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:USD pre:AccruedExpensesAndOtherCurrentLiabilitiesMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:CNY pre:AccruedExpensesAndOtherCurrentLiabilitiesMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:USD ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:CNY ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 ifrs-full:TradeReceivablesMember currency:USD ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 currency:USD pre:DepositsAndPrepaymentsMember ifrs-full:CurrencyRiskMember 2021-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember ifrs-full:FinancialAssetsAtFairValueMember 2021-12-31 0001876431 ifrs-full:Level3OfFairValueHierarchyMember ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember ifrs-full:FinancialAssetsAtFairValueMember 2021-12-31 0001876431 pre:UnlistedSecuritiesMember ifrs-full:FinancialLiabilitiesAtFairValueMember 2021-12-31 0001876431 ifrs-full:Level3OfFairValueHierarchyMember pre:UnlistedSecuritiesMember ifrs-full:FinancialLiabilitiesAtFairValueMember 2021-12-31 0001876431 pre:RiskAdjustedDiscountRateMeasurementInputMember 2021-12-31 0001876431 pre:IfrsMeasurementInputDiscountForLackOfMarketabilityMember 2021-12-31 0001876431 pre:ExpectedVolatilityMeasurementInputMember 2021-12-31 0001876431 currency:USD 2021-12-31 0001876431 currency:CNY 2021-12-31 0001876431 pre:PreventionEmeaWithinPreventionSegmentMember 2021-12-31 0001876431 pre:DiagnosticsEmeaWithinDiagnosticsSegmentMember 2021-12-31 0001876431 pre:CancerGeneticTestingServicesWithinTheDiagnosticsSegmentMember 2021-12-31 0001876431 pre:SalesOfMedicalDiagnosticsProductsWithinTheDiagnosticsSegmentMember 2021-12-31 0001876431 ifrs-full:OrdinarySharesMember pre:PhclMember 2021-12-31 0001876431 pre:WarrantLiabilitiesMember 2021-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2021-12-31 0001876431 pre:LiabilitiesForPuttableFinancialInstrumentMember 2021-12-31 0001876431 pre:AccruedExpensesAndOtherLiabilitiesMember 2021-12-31 0001876431 pre:TradePayablesMember 2021-12-31 0001876431 pre:CashAndCashEquivalentsMember 2021-12-31 0001876431 pre:AmountsDueFromRelatedCompaniesMember 2021-12-31 0001876431 pre:DepositsAndOtherReceivablesMember 2021-12-31 0001876431 ifrs-full:TradeReceivablesMember 2021-12-31 0001876431 pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreneticsHKMember pre:PreferenceSharesLiabilitiesMember pre:SeriesCPreferenceSharesMember 2021-05-01 2021-05-31 0001876431 pre:PreferenceSharesLiabilitiesMember pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreneticsHKMember pre:SeriesBPreferenceSharesMember 2021-05-01 2021-05-31 0001876431 pre:PreferenceSharesLiabilitiesMember pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreneticsHKMember pre:SeriesPreferenceSharesMember 2021-05-01 2021-05-31 0001876431 pre:SeriesEPreferredSharesMember pre:PreneticsHKMember pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreferenceSharesLiabilitiesMember 2021-05-01 2021-05-31 0001876431 pre:SeriesDPreferenceSharesMember pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreferenceSharesLiabilitiesMember pre:PreneticsHKMember 2021-05-01 2021-05-31 0001876431 pre:PreferenceSharesLiabilitiesMember pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreneticsHKMember 2021-05-31 0001876431 pre:IfrsRestrictedStockMember 2017-08-01 2017-08-01 0001876431 pre:IfrsShareBasedPaymentArrangementTrancheOneMember pre:IfrsRestrictedStockMember 2017-08-01 2017-08-01 0001876431 pre:IfrsShareBasedPaymentArrangementTrancheTwoMember pre:IfrsRestrictedStockMember 2017-08-01 2017-08-01 0001876431 pre:IfrsShareBasedPaymentArrangementTrancheThreeMember pre:IfrsRestrictedStockMember 2017-08-01 2017-08-01 0001876431 ifrs-full:BottomOfRangeMember 2017-08-01 2017-08-01 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:EmployeesMember 2021-12-31 2021-12-31 0001876431 pre:EmployeesMember pre:IfrsRestrictedStockUnitsRsuMember pre:Prenetics2022PlanMember 2022-05-18 2022-05-18 0001876431 exch:XNIM 2022-05-18 2022-05-18 0001876431 pre:SharesIssuedUponClosingOfTheMergerMember 2022-05-18 2022-05-18 0001876431 pre:DnafitAfricaPtyLimitedMember pre:PreneticsEmeaLimitedMember 2021-07-01 2021-07-01 0001876431 pre:PipeInvestorsMember pre:ClassAOrdinarySharesMember 2022-05-18 0001876431 pre:PhclMember 2022-05-18 0001876431 pre:PipeInvestorsMember pre:ClassAOrdinarySharesMember 2022-03-30 0001876431 pre:PipeInvestorsMember pre:ClassAOrdinarySharesMember 2021-09-15 0001876431 pre:ActGenomicsHoldingsCompanyLimitedMember 2022-12-30 0001876431 pre:PuttableBondGrantedMember pre:ActGenomicsHoldingsCompanyLimitedMember 2022-12-30 0001876431 pre:ShareIncentivePlan2021Member pre:IfrsRestrictedStockUnitsRsuMember 2021-06-16 2021-06-16 0001876431 pre:ShareExchangeAgreementAndSubscriptionAgreementMember pre:PreneticsHKMember pre:PreferenceSharesLiabilitiesMember pre:SeriesEPreferredSharesMember 2021-06-16 2021-06-16 0001876431 pre:ShareIncentivePlan2021Member pre:IfrsRestrictedStockUnitsRsuMember 2021-12-01 2021-12-31 0001876431 pre:ThirdPartiesMember pre:IfrsRestrictedStockUnitsRsuMember pre:Prenetics2022PlanMember 2022-06-30 2022-06-30 0001876431 pre:IfrsRestrictedStockUnitsRsuMember pre:EmployeesMember 2022-06-30 2022-06-30 0001876431 pre:EmployeesMember pre:IfrsRestrictedStockUnitsRsuMember pre:Prenetics2022PlanMember 2022-06-30 2022-06-30 0001876431 pre:IfrsDirectorMember pre:IfrsRestrictedStockUnitsRsuMember pre:Prenetics2022PlanMember 2022-12-31 2022-12-31 0001876431 pre:EmployeesMember pre:IfrsRestrictedStockUnitsRsuMember pre:Prenetics2022PlanMember 2022-12-31 2022-12-31 0001876431 pre:RedesignationOfAuthorizedShareCapitalMember pre:PhclMember ifrs-full:OrdinarySharesMember 2022-05-06 0001876431 ifrs-full:OrdinarySharesMember pre:OxsedLimitedMember 2021-11-11 0001876431 ifrs-full:OrdinarySharesMember pre:OxsedLimitedMember 2021-11-11 2021-11-11 0001876431 ifrs-full:FinancialForecastOfProfitOrLossForCashgeneratingUnitMeasurementInputMember 2022-09-01 2022-09-30 0001876431 ifrs-full:NoncontrollingInterestsMember 2019-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2019-12-31 0001876431 ifrs-full:RetainedEarningsMember 2019-12-31 0001876431 ifrs-full:CapitalReserveMember 2019-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2019-12-31 0001876431 ifrs-full:IssuedCapitalMember 2019-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2019-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2019-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2019-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2020-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2020-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2020-12-31 0001876431 ifrs-full:NoncontrollingInterestsMember 2020-12-31 0001876431 ifrs-full:IssuedCapitalMember 2020-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2020-12-31 0001876431 ifrs-full:MiscellaneousOtherReservesMember 2020-12-31 0001876431 ifrs-full:CapitalReserveMember 2020-12-31 0001876431 ifrs-full:RetainedEarningsMember 2020-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2020-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:GrossCarryingAmountMember 2020-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2020-12-31 0001876431 pre:DueToRelatedPartiesMember 2020-12-31 0001876431 ifrs-full:DebtSecuritiesMember 2020-12-31 0001876431 ifrs-full:LeaseLiabilitiesMember 2020-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2020-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember 2020-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember 2020-12-31 0001876431 pre:IfrsRestrictedStockUnitsRsuMember 2020-12-31 0001876431 pre:ShareOptionSchemesMember 2020-12-31 0001876431 pre:IfrsRestrictedStockMember 2020-12-31 0001876431 pre:IfrsRestrictedStockMember 2021-12-31 0001876431 ifrs-full:OrdinarySharesMember srt:ScenarioPreviouslyReportedMember pre:PhclMember 2020-12-31 0001876431 pre:SeriesPreferenceSharesMember pre:PhclMember 2020-12-31 0001876431 pre:SeriesBPreferenceSharesMember pre:PhclMember 2020-12-31 0001876431 pre:SeriesCPreferenceSharesMember pre:PhclMember 2020-12-31 0001876431 ifrs-full:OrdinarySharesMember pre:PhclMember 2020-12-31 0001876431 pre:ShareOptionSchemesMember 2021-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember 2021-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 pre:ProductsDevelopmentCostMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 pre:WebsiteAndMobileAppsMember 2021-12-31 0001876431 pre:TrademarkAndTechnologyMember 2021-12-31 0001876431 pre:ProductsDevelopmentCostMember 2021-12-31 0001876431 pre:ManufacturingEquipmentMember 2021-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2021-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 pre:ManufacturingEquipmentMember ifrs-full:GrossCarryingAmountMember 2021-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember 2021-12-31 0001876431 ifrs-full:FixturesAndFittingsMember 2021-12-31 0001876431 ifrs-full:OfficeEquipmentMember 2021-12-31 0001876431 ifrs-full:ComputerEquipmentMember 2021-12-31 0001876431 ifrs-full:MotorVehiclesMember 2021-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2021-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2021-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2021-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2021-12-31 0001876431 ifrs-full:LeaseLiabilitiesMember 2021-12-31 0001876431 ifrs-full:IssuedCapitalMember 2021-12-31 0001876431 ifrs-full:SharePremiumMember 2021-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2021-12-31 0001876431 ifrs-full:MiscellaneousOtherReservesMember 2021-12-31 0001876431 ifrs-full:CapitalReserveMember 2021-12-31 0001876431 ifrs-full:RetainedEarningsMember 2021-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2021-12-31 0001876431 ifrs-full:NoncontrollingInterestsMember 2021-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2021-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember pre:PreferenceSharesLiabilitiesMember 2021-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember pre:PreferenceSharesLiabilitiesMember 2021-12-31 0001876431 pre:PrePrenetics2022PlanMember pre:IfrsRestrictedStockUnitsRsuMember 2021-12-31 0001876431 pre:ClassBCommonStockMember ifrs-full:OrdinarySharesMember 2021-12-31 0001876431 pre:ClassACommonStockMember ifrs-full:OrdinarySharesMember 2021-12-31 0001876431 ifrs-full:FinancialAssetsAtFairValueThroughProfitOrLossCategoryMember 2022-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:GrossCarryingAmountMember ifrs-full:ComputerSoftwareMember 2022-12-31 0001876431 ifrs-full:GrossCarryingAmountMember pre:CustomerRelationshipMember 2022-12-31 0001876431 ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 pre:WebsiteAndMobileAppsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember ifrs-full:ComputerSoftwareMember 2022-12-31 0001876431 ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 pre:WebsiteAndMobileAppsMember 2022-12-31 0001876431 pre:TrademarkAndTechnologyMember 2022-12-31 0001876431 ifrs-full:ComputerSoftwareMember 2022-12-31 0001876431 pre:CustomerRelationshipMember 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:RightofuseAssetsMember ifrs-full:GrossCarryingAmountMember 2022-12-31 0001876431 ifrs-full:ComputerEquipmentMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember 2022-12-31 0001876431 ifrs-full:LeaseholdImprovementsMember 2022-12-31 0001876431 ifrs-full:FixturesAndFittingsMember 2022-12-31 0001876431 ifrs-full:OfficeEquipmentMember 2022-12-31 0001876431 ifrs-full:ComputerEquipmentMember 2022-12-31 0001876431 ifrs-full:MotorVehiclesMember 2022-12-31 0001876431 ifrs-full:ValueOfBusinessAcquiredMember 2022-12-31 0001876431 ifrs-full:UnusedTaxLossesMember 2022-12-31 0001876431 ifrs-full:AccumulatedDepreciationAndAmortisationMember 2022-12-31 0001876431 ifrs-full:LeaseLiabilitiesMember 2022-12-31 0001876431 ifrs-full:IssuedCapitalMember 2022-12-31 0001876431 ifrs-full:SharePremiumMember 2022-12-31 0001876431 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2022-12-31 0001876431 ifrs-full:MiscellaneousOtherReservesMember 2022-12-31 0001876431 ifrs-full:RetainedEarningsMember 2022-12-31 0001876431 ifrs-full:EquityAttributableToOwnersOfParentMember 2022-12-31 0001876431 ifrs-full:NoncontrollingInterestsMember 2022-12-31 0001876431 ifrs-full:CapitalReserveMember 2022-12-31 0001876431 pre:WarrantLiabilitiesMember ifrs-full:Level3OfFairValueHierarchyMember 2021-12-31 0001876431 pre:WarrantLiabilitiesMember ifrs-full:Level3OfFairValueHierarchyMember 2022-12-31 0001876431 pre:PreferenceSharesLiabilitiesMember 2022-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember pre:PreferenceSharesLiabilitiesMember 2022-12-31 0001876431 ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember pre:PreferenceSharesLiabilitiesMember 2022-12-31 iso4217:USD utr:Year xbrli:shares xbrli:pure utr:Day iso4217:GBP iso4217:ZAR utr:Month iso4217:HKD iso4217:TWD iso4217:USD xbrli:shares pre:segment pre:customer pre:item pre:Options pre:Vote utr:Y
As filed with the Securities and Exchange Commission on May 1, 2023
Registration
No. 333-265284
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM
F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
Prenetics Global Limited
(Exact name of Registrant as specified in its charter)
 
 
Not Applicable
(Translation of Registrant’s name into English)
 
 
 
Cayman Islands
 
3826
 
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
Unit 701-706, K11 Atelier King’s Road 728 King’s Road, Quarry Bay
Hong Kong
+852 2210-9588
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
Cogency Global Inc.
122 East 42nd Street, 18th Floor New York, N.Y. 10168
+1 (800)
221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
Jonathan B. Stone, Esq.
Paloma Wang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Tel: +852 3740-4700
  
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, P.R. China
Tel: +86
10-6535-5500
 
 
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box.  ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  
 
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
 
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, or “SEC,” acting pursuant to said Section 8(a), may determine.
 
 
 

Table of Contents
EXPLANATORY NOTE
On June 28, 2022, Prenetics Global Limited (the “
Registrant
”) filed Amendment No. 3 to a Registration Statement on Form
F-1
(File
No. 333-265284)
(as amended, the “Registration Statement”), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2022. On December 14, 2022, the Registrant filed post-effective amendments No. 1 to the Registration Statement to include its unaudited condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and to update certain other information contained in the Registration Statement, and the post-effective amendment No. 1 was subsequently declared effective by the SEC on December 14, 2022. The Registrant is filing this post-effective amendment No. 2 to the Registration Statement to include its condensed consolidated financial statements as of December 31, 2022 and for the year ended December 31, 2022 and to update certain other information contained in the Registration Statement.
No additional securities are being registered by this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement on Form
F-1.


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission, or “SEC,” is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 1, 2023

PRELIMINARY PROSPECTUS

Prenetics Global Limited

60,156,798 CLASS A ORDINARY SHARES,

6,041,007 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES AND

7,792,898 CLASS A ORDINARY SHARES UNDERLYING WARRANTS

 

 

This prospectus relates to the offer and resale from time to time by the selling securityholders or their pledgees, donees, transferees, assignees or other successors-in-interest that receive any of the securities being registered hereunder as a gift, distribution, or other non-sale related transfer (collectively, the “Selling Securityholders”) of up to (A) 60,156,798 Class A Ordinary Shares, which includes (i) 6,913,200 Class A Ordinary Shares issued in the PIPE Investment at an effective price of $7.75 per share, pursuant to the Amended PIPE Subscription Agreements, (ii) 7,740,000 Class A Ordinary Shares issued to the Forward Purchase Investors at an effective price of $7.75 per share (assuming no value is assigned to the Artisan Private Warrants issued to the Forward Purchase Investors referred to in clause (B)), pursuant to the Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation and Amendment, (iii) 6,933,558 Class A Ordinary Shares issued to the Sponsor pursuant to the Initial Merger, which shares were exchanged from the Artisan Public Shares which were issued upon conversion of the Founder Shares originally issued as set forth in the immediately following paragraph, (iv) 100,000 Class A Ordinary Shares issued to certain Artisan Directors pursuant to the Initial Merger, which shares were exchanged from the Artisan Public Shares which were issued upon conversion of the Founder Shares originally issued as set forth in the immediately following paragraph, (v) 9,713,864 Class A Ordinary Shares issuable upon the conversion of 9,713,864 Class B Ordinary Shares issued to Da Yeung Limited pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares and Series A preferred shares of Prenetics originally issued by Prenetics at a weighted average effective price of $0.04 per share, as adjusted for the Exchange Ratio, (vi) 1,881,844 Class A Ordinary Shares issued to Avrom Boris Lasarow pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at an effective price of $1.60 per share, as adjusted for the Exchange Ratio, (vii) 3,840,716 Class A Ordinary Shares issued to For Excelsiors Limited pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at a weighted average effective price of $0.03 per share, as adjusted for the Exchange Ratio, (viii) 12,660,138 Class A Ordinary Shares issued to Prudential Hong Kong Limited pursuant to the Acquisition Merger, which shares were exchanged from Series C preferred shares of Prenetics originally issued by Prenetics at an effective price of $1.60 per share, as adjusted for the Exchange Ratio, (ix) 9,206,785 Class A Ordinary Shares issued to Genetel Bioventures Limited pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at a weighted average effective price of $0.07 per share, as adjusted for the Exchange Ratio, (x) 789,282 Class A Ordinary Shares issued to Cui Zhanfeng pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at an effective price of $2.25 per share, as adjusted for the Exchange Ratio, and (xi) 377,411 Class A Ordinary Shares issued to Lucky Rider Investments Limited pursuant to the Acquisition Merger, which shares were exchanged from Series D preferred shares of Prenetics originally issued by Prenetics at an effective price of $2.25 per share, as adjusted for the Exchange Ratio; (B) 6,041,007 Warrants (“Private Warrants”) issued to the Sponsor and the Forward Purchase Investors pursuant to the Initial Merger, which were exchanged from Artisan Private Warrants originally issued to the Sponsor at a purchase price of $1.50 and to the Forward Purchase Investors (together with the issuance of Class A Ordinary Shares) pursuant to the Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation and Amendment; and (C) up to 7,792,898 Class A Ordinary Shares issuable upon exercises of the Private Warrants.

Prior to the consummation of Artisan’s IPO, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Artisan subsequently effected a share recapitalization and issued an additional 1,500,000 Founder Shares to the Sponsor for no consideration. The Sponsor subsequently transferred an aggregate of 100,000 Founder Shares to certain Artisan Directors for no consideration and an aggregate of 750,000 Founder Shares to the Forward Purchase Investors pursuant to the Forward Purchase Agreements, and forfeited 141,442 Founder Shares as the over-allotment option of the underwriters of Artisan’s IPO was not exercised in full, resulting in the Sponsor owning 9,133,558 Founder Shares. Pursuant to the Sponsor Agreement and the Initial Merger, all 9,133,558 Founder Shares were converted into Artisan Public Shares which were then exchanged for an aggregate of 6,933,558 Class A Ordinary Shares upon the closing of the Initial Merger. This resulted in an effective price of approximately $0.004 per share for each of the shares received by the Sponsor pursuant to the Initial Merger and being registered for resale by the Sponsor (or its transferees) pursuant to this registration statement. On June 9, 2022, the Sponsor distributed the 6,933,558 Class A Ordinary Shares and 4,541,007 Private Warrants held by it to its two members on a pro rata basis, Woodbury Capital Management Limited and M13 Capital Management Holdings Limited.

We are registering the offer and resale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may offer and sell these securities directly to purchasers, through agents in ordinary brokerage transactions, in underwritten offerings, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the “Securities Act.”

We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash. Assuming the exercise of all outstanding


Table of Contents

warrants for cash, we would receive aggregate proceeds of approximately $154.6 million. However, we will only receive such proceeds if all the Warrant holders exercise all of their Warrants. The exercise price of our Warrants is $8.91 per 1.29 shares (or an effective price of $6.91 per share), subject to adjustment. We believe that the likelihood that warrant holders determine to exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. If the market price for our Class A Ordinary Shares is less than the exercise price of the warrants (on a per share basis), we believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the warrants will be “in the money” prior to their expiration or that the warrant holders will exercise their warrants. On April 28, 2023, the closing price of our Class A Ordinary Shares was $0.83 per share. Holders of the Private Warrants have the option to exercise the Private Warrants on a cashless basis in accordance with the Existing Warrant Agreement. To the extent that any warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the warrants will decrease.

Our Class A Ordinary Shares and Warrants are listed on the Nasdaq Stock Market LLC, or “NASDAQ,” under the trading symbols “PRE” and “PRENW,” respectively. On April 28, 2023, the closing price for our Class A Ordinary Shares on NASDAQ was $0.83 per share. On April 28, 2023, the closing price for our Warrants on NASDAQ was $0.12 per unit.

In connection with and prior to the Business Combination, holders of 28,878,277 Artisan Public Shares exercised their right to redeem their shares for cash at a price of approximately $10.01 per share, for an aggregate price of $288.9 million, which represented approximately 85.1% of the total Artisan Public Shares then outstanding. The Class A Ordinary Shares being offered for resale pursuant to this prospectus represent approximately 49.6% of the total outstanding Class A Ordinary Shares (assuming and after giving effect to the issuance of shares upon exercise of all outstanding Warrants) as of April 18, 2023, and the warrants being offered for resale pursuant to this prospectus represent approximately 34.8% of our outstanding Warrants as of April 18, 2023. Given the substantial number of securities being registered for potential resale by the selling securityholders pursuant to this registration statement, the sale of such securities by the selling securityholders, or the perception in the market that the selling securityholders may or intend to sell all or a significant portion of such securities, could increase the volatility of the market price of our Class A Ordinary Shares or Warrants or result in a significant decline in the public trading price of our Class A Ordinary Shares or Warrants. Even though the current trading price of the Class A Ordinary Shares is below $10.00, which is the price at which the units were issued in Artisan’s IPO, the Sponsor (or its transferees) and certain other selling securityholders have an incentive to sell their Class A Ordinary Shares because they will still profit on sales due to the lower price at which they purchased their shares compared to the price at which public investors in Artisan’s IPO purchased their shares or the current trading price of our Class A Ordinary Shares. Public investors may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices that they paid and the current trading price. Based on the closing prices of our Class A Ordinary Shares and Warrants referenced above, (i) the selling securityholders that were formerly securityholders of Prenetics may experience profit ranging from $0 to $0.80 per share, (ii) the Sponsor (or its transferees) may experience profit of up to $0.83 per share, or up to approximately $5.8 million in the aggregate, and (iii) the Artisan Directors may experience profit of up to $0.83 per share, or up to approximately $83,000 in the aggregate.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” under applicable U.S. federal securities laws and, as such, are eligible for certain reduced public company reporting requirements. See “Prospectus Summary — Emerging Growth Company.”

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary — Foreign Private Issuer.”

Throughout this prospectus, unless the context indicates otherwise, references to “Prenetics” refer to Prenetics Holding Company Limited, formerly known as Prenetics Group Limited, a Cayman Islands holding company, references to “Prenetics HK” refer to Prenetics Limited, a wholly owned subsidiary of Prenetics, and references to “Prenetics Group” refer to Prenetics Holding Company Limited, together as a group with its subsidiaries, including its operating subsidiaries. As a result of the Business Combination, Prenetics has become a wholly owned subsidiary of ours. Prenetics Global Limited is a Cayman Islands holding company with operations primarily conducted by its subsidiaries. Investors purchasing our securities are purchasing equity interests in the Cayman Islands holding company.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and other risk factors contained in the documents incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED MAY 1, 2023


Table of Contents

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS

     ii  

FINANCIAL STATEMENT PRESENTATION

     iii  

INDUSTRY AND MARKET DATA

     iv  

FORWARD-LOOKING STATEMENTS

     v  

CONVENTIONS AND FREQUENTLY USED TERMS

     vii  

PROSPECTUS SUMMARY

     1  

THE OFFERING

     5  

RISK FACTORS

     7  

CAPITALIZATION AND INDEBTEDNESS

     41  

SELECTED HISTORICAL FINANCIAL DATA

     42  

USE OF PROCEEDS

     44  

DIVIDEND POLICY

     45  

BUSINESS

     46  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

     77  

MANAGEMENT

     95  

BENEFICIAL OWNERSHIP OF SECURITIES

     105  

SELLING SECURITYHOLDERS

     107  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     110  

DESCRIPTION OF SHARE CAPITAL

     117  

SHARES ELIGIBLE FOR FUTURE SALE

     128  

TAXATION

     131  

PLAN OF DISTRIBUTION

     139  

EXPENSES RELATED TO THE OFFERING

     144  

LEGAL MATTERS

     145  

EXPERTS

     146  

ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES

     147  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     148  

ANNEX A

     A-1  

ANNEX B

     B-1  

 

 

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

 

i


Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 filed with the SEC by Prenetics Global Limited. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

The Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by the Selling Securityholders, to or through underwriters or dealers or through any other means described in “Plan of Distribution.” A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities.

References to “U.S. Dollars,” “USD,” “US$” and “$” in this prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “the Company” and “our company” refer to Prenetics Global Limited and its subsidiaries and consolidated affiliated entities. References to “Prenetics” refers to Prenetics Holding Company Limited.

 

ii


Table of Contents

FINANCIAL STATEMENT PRESENTATION

Our audited consolidated statements of financial position as of December 31, 2022 and 2021, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes, included in this prospectus have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and are presented in U.S. Dollars.

The audited consolidated statements of financial position of ACT Genomics as of December 31, 2021, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year ended December 31, 2021, and the related notes, included in this prospectus have been prepared in accordance with IFRS and are presented in U.S. Dollars.

The unaudited condensed consolidated financial statements of ACT Genomics as of September 30, 2022 and for the nine-month period ended September 30, 2022 included in this prospectus have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting, issued by the IASB, and should be read in conjunction with the audited consolidated financial statements of ACT Genomics, included elsewhere in this prospectus.

 

iii


Table of Contents

INDUSTRY AND MARKET DATA

Our industry and market position information that appears in this prospectus is from independent market research carried out by Frost & Sullivan (“F&S”), which was commissioned by us. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Such information is supplemented where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Prospectus Summary,” “Market Opportunities,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and other sections of this prospectus.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. We are responsible for the industry and market data contained in this prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

iv


Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement include statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “anticipate,” “expect,” “seek,” “project,” “intend,” “plan,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which we operate, as well as the possible or assumed future results of operations of our Company. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

 

   

The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate;

 

   

Our ability to successfully compete in highly competitive industries and markets;

 

   

Our ability to continue to adjust our offerings to meet market demand, attract customers to choose our products and services and grow our ecosystem;

 

   

Political instability in the jurisdictions in which we operate;

 

   

The overall economic environment and general market and economic conditions in the jurisdictions in which we operate;

 

   

Our ability to execute our strategies, manage growth and maintain our corporate culture as we grow;

 

   

Our anticipated investments in new products, services, collaboration arrangements, technologies and strategic acquisitions, and the effect of these investments on our results of operations;

 

   

Our ability to develop and protect intellectual property;

 

   

Changes in the need for capital and the availability of financing and capital to fund these needs;

 

   

Anticipated technology trends and developments and our ability to address those trends and developments with our products and services;

 

   

The safety, affordability, convenience and breadth of our products and services;

 

   

Man-made or natural disasters, health epidemics, and other outbreaks including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that may directly or indirectly affect our business or assets;

 

   

The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms;

 

   

Exchange rate fluctuations;

 

   

Changes in interest rates or rates of inflation;

 

   

Legal, regulatory and other proceedings;

 

   

Our ability to maintain the listing of our securities on NASDAQ;

 

v


Table of Contents
   

The results of any future financing efforts; and

 

   

Our ability to integrate our business successfully with ACT Genomics and realize the anticipated synergies and related benefits, or to do so within the anticipated timeframe.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.

 

vi


Table of Contents

CONVENTIONS AND FREQUENTLY USED TERMS

Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “the Company” and “our company” refer to Prenetics Global Limited and its subsidiaries and consolidated affiliated entities. References to “Prenetics” refer to Prenetics Holding Company Limited, formerly known as Prenetics Group Limited, a Cayman Islands holding company. References to “Prenetics HK” refer to Prenetics Limited, a wholly owned subsidiary of Prenetics. References to “Prenetics Group” refer to Prenetics Holding Company Limited, together as a group with its subsidiaries. As a result of the Business Combination, Prenetics has become a wholly owned subsidiary of ours.

Unless otherwise stated or unless the context otherwise requires in this prospectus:

“Acquisition Merger” means the merger between Prenetics Merger Sub and Prenetics, with Prenetics being the surviving entity and becoming our wholly owned subsidiary;

“ACT Genomics” means ACT Genomics Holdings Company Limited;

“ACT Acquisition” means the acquisition of 74.39% of the equity interest in ACT Genomics;

“ACT Sale and Purchase Agreements” means the Agreements for Sale and Purchase dated December 16, 2022 and January 3, 2023, respectively, by and among the Company, ACT Genomics, and certain other persons specified thereunder;

“Amended Forward Purchase Agreements” means (i) the Forward Purchase Agreement entered into as of March 1, 2021 with Aspex Master Fund; and (ii) the Forward Purchase Agreement entered into as of March 1, 2021 with Pacific Alliance Asia Opportunity Fund L.P., as amended by the Deeds of Novation and Amendment;

“Artisan” means Artisan Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“Artisan Articles” means Artisan’s amended and restated memorandum and articles of association adopted by special resolution dated May 13, 2021;

“Artisan Directors” means William Keller, Mitch Garber, Fan Yu, and Sean O’Neill;

“Artisan Merger Sub” means AAC Merger Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and our direct wholly owned subsidiary;

“Artisan Private Warrants” means the warrants sold to the Sponsor in the private placement consummated concurrently with the IPO, each entitling its holder to purchase one Artisan Public Share at an exercise price of $11.50 per share, subject to adjustment;

“Artisan Public Share” means a Class A ordinary share, par value $0.0001 per share, of Artisan;

“Artisan Public Warrants” means the redeemable warrants issued in the IPO, each entitling its holder to purchase one Artisan Public Share at an exercise price of $11.50 per share, subject to adjustment;

“Artisan Shares” means the Artisan Public Shares and Founder Shares;

“Artisan Warrants” means the Artisan Public Warrants and the Artisan Private Warrants;

 

vii


Table of Contents

“Business Combination” means the Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated September 15, 2021 (as amended by an Amendment to Business Combination Agreement dated as of March 30, 2022 and as may be further amended, supplemented, or otherwise modified from time to time), by and among the Company, Artisan, Artisan Merger Sub, Prenetics Merger Sub and Prenetics;

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“China” or “PRC,” in each case, means the People’s Republic of China, including Hong Kong and Macau and excluding, solely for the purpose of this prospectus, Taiwan. The term “Chinese” has a correlative meaning for the purpose of this prospectus;

“Class A Exchange Ratio” means a ratio equal to 1.29;

“Class A Ordinary Share” means a Class A ordinary share, par value $0.0001 per share, of the Company;

“Class B Ordinary Share” means a convertible Class B ordinary share, par value $0.0001 per share, of the Company;

“Class B Recapitalization” means, (i) the conversion of 9,133,558 Founder Shares held by Sponsor into 5,374,851 Artisan Public Shares, (ii) the conversion of an aggregate of 100,000 Founder Shares held by the Artisan independent directors into 77,519 Artisan Public Shares, and (iii) the surrender and forfeiture by Sponsor of 1,316,892 Private Placement Warrants, in each case of (i), (ii) and (iii) pursuant to and subject to the terms and conditions of the Sponsor Agreement immediately prior to the Initial Merger, and (iv) the conversion of all the Founder Shares held by the Forward Purchase Investors on a one-for-one basis pursuant to and subject to the terms and conditions of the Deeds of Amendment to the Deeds of Novation and Amendment immediately prior to the Initial Closing;

“Closing” means the closing of the Acquisition Merger;

“Closing Date” means May 18, 2022, the date of the Closing;

“Continental” means Continental Stock Transfer & Trust Company;

“Deeds of Novation and Amendment” means (i) the Deed of Novation and Amendment entered into by Artisan, Sponsor, the Company and Aspex Master Fund, dated as of September 15, 2021 (pursuant to such amendment, Aspex Master Fund committed to subscribe for and purchase 3,000,000 Class A Ordinary Shares and 750,000 Warrants for an aggregate purchase price equal to $30 million); and (ii) the Deed of Novation and Amendment entered into by Artisan, Sponsor, the Company and Pacific Alliance Asia Opportunity Fund L.P., dated as of September 15, 2021 (pursuant to such amendment, Pacific Alliance Asia Opportunity Fund L.P. committed to subscribe for and purchase 3,000,000 Class A Ordinary Shares and 750,000 Warrants for an aggregate purchase price equal to $30 million);

“Dissenting Artisan Shares” means Artisan Shares that are (i) issued and outstanding immediately prior to the Initial Merger Effective Time and (ii) held by Artisan shareholders who have validly exercised their Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights);

“ESOP” means the 2021 Share Incentive Plan of Prenetics adopted on June 16, 2021, as may be amended from time to time;

“Exchange Ratio” means a ratio equal to 2.033097981;

 

viii


Table of Contents

“Existing Warrant Agreement” means the warrant agreement, dated May 13, 2021, by and between Artisan and Continental;

“Extraordinary General Meeting” means an extraordinary general meeting of shareholders of Artisan held at 10:00 AM Eastern Time, on May 9, 2022 at Appleby (Cayman) Ltd., 71 Fort Street, George Town, Grand Cayman KY1-1104, Cayman Islands and virtually over the Internet via live audio webcast at https://www.cstproxy.com/artisanacquisition/2022;

“Forward Purchase Investors” means Aspex Master Fund and Pacific Alliance Asia Opportunity Fund L.P.;

“Founder Share” means a Class B ordinary share, par value $0.0001 per share, of Artisan;

“Initial Closing” means the closing of the Initial Merger;

“Initial Merger” means the merger between Artisan and Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as our wholly owned subsidiary;

“IPO” means Artisan’s initial public offering, which was consummated on May 18, 2021;

“mainland China” means the People’s Republic of China, excluding, solely for the purpose of this prospectus, Hong Kong, Macau and Taiwan. The term “mainland Chinese” has a correlative meaning for the purpose of this prospectus;

“Management Shareholder Support Agreement Amendment Deed” means that certain Deed of Amendment entered into on March 30, 2022 by and among Prenetics, Artisan, the Company, Danny Yeung and Dr. Lawrence Tzang which amends the Prenetics Shareholder Support Agreement dated as of September 15, 2021 by and among Prenetics, Artisan, the Company, Danny Yeung and Dr. Lawrence Tzang;

“NASDAQ” means the Nasdaq Stock Market;

“Prenetics” means Prenetics Holding Company Limited, formerly known as Prenetics Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“Prenetics Group” means Prenetics Holding Company Limited, together as a group with its subsidiaries, including its operating subsidiaries;

“Prenetics HK” means Prenetics Limited, a limited liability company incorporated in Hong Kong;

“SEC” means the U.S. Securities and Exchange Commission;

“securities” refer to our Class A Ordinary Shares and Warrants;

“shares” or “ordinary shares” refer to our Class A Ordinary Shares and Class B Ordinary Shares;

“Sponsor” means Artisan LLC, a limited liability company registered under the laws of the Cayman Islands;

“Sponsor Agreement” means that certain Sponsor Forfeiture and Conversion Agreement entered into on March 30, 2022 by and among Prenetics, Artisan, the Company, Sponsor and the independent directors of Artisan;

“Sponsor Support Agreement Amendment Deed” means that certain Deed of Amendment entered into on March 30, 2022 by and among Prenetics, Artisan, the Company, Sponsor and the directors of Artisan which amends the Sponsor Support Agreement;

 

ix


Table of Contents

“Units” means the units issued in the IPO, each consisting of one Artisan Public Share and one-third of one Artisan Public Warrant;

“U.S. Dollars,” “US$,” “USD” and “$” means United States dollars, the legal currency of the United States;

“Warrants” means warrants of the Company, each entitling its holder to purchase 1.29 Class A Ordinary Share at an exercise price of $8.91 per 1.29 shares, subject to adjustment pursuant to the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement.

 

x


Table of Contents

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. You should read the following summary together with the more detailed information in this prospectus, any related prospectus supplement and any related free writing prospectus, including the information set forth in the section titled “Risk Factors” in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.

Overview

We are an innovative genomics and precision oncology company, with a team of approximately 400 employees and operations across nine locations, including the U.K., Hong Kong, Taiwan, Japan, India, South Africa and Southeast Asia. Our business was founded in 2014 with a mission to revolutionize healthcare by integrating consumer health and genetics, and breaking through technology for early cancer detection, targeted treatments and genetic risk identification. We believe in prevention as the key to longevity and aim to empower individuals with personalized, accessible healthcare experiences. By striving for world-class excellence in research, development and real-world applications, we aim to foster hope and build a healthier future for generations to come. Our current offerings include targeted cancer treatment and monitoring, early colorectal cancer screening and consumer genetics and at-home diagnostic testing. In December 2022, we acquired ACT Genomics, an Asia-based precision oncology company with a comprehensive line of genomic tests to improve patients’ outcomes through cancer diagnosis, treatment and monitoring, thereby furthering our ambitions in precision oncology. In consumer health, we have more than 300,000 customers (including DNAFit customers) who have purchased a CircleDNA test kit as of December 31, 2022. In October 2022, we launched Circle Snapshot, an at-home blood test through which individuals can get laboratory test results digitally. In June 2022, we launched ColoClear, a non-invasive stool DNA test for the early detection of colorectal cancer. With a diverse, talented and strong management team consisting of scientists, entrepreneurs and professionals, we believe that we have a strong capability and a proven track record in research and development, transforming technologies into commercial products and healthcare services that appeal to customers and effectively address their needs.

Completion of Business Combination

On May 18, 2022, we completed the Business Combination and the PIPE Financing. Also on the same day, Class A Ordinary Shares and Warrants commenced trading on the NASDAQ under the symbols “PRE” and “PRENW,” respectively.

Emerging Growth Company

We qualify as an “emerging growth company” as defined in the JOBS Act, and we will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, we have been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period. We intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation

 

1


Table of Contents

report on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD (Fair Disclosure), which restricts the selective disclosure of material information.

Foreign Private Issuer

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, or “the Exchange Act,” that are applicable to “foreign private issuers,” and under those requirements we file reports with the SEC. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also have four months after the end of each fiscal year to file our annual reports with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the requirements of Regulation FD promulgated under the Exchange Act. These exemptions and leniencies reduce the frequency and scope of information and protections available to you in comparison to those applicable to shareholders of U.S. domestic reporting companies.

Our Corporate Information

We are an exempted company limited by shares incorporated on July 21, 2021 under the laws of the Cayman Islands. Our registered office is at Unit 701-706, K11 Atelier King’s Road, 728 King’s Road, Quarry

 

2


Table of Contents

Bay, Hong Kong and our telephone number is +852-2210-9588. Our website is https://www.prenetics.com/. The information contained in, or accessible through, our website does not constitute a part of this prospectus.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov.

Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor New York, N.Y. 10168.

Our Organizational Structure

The following diagram depicts a simplified organizational structure of the Company as of the date hereof.

 

LOGO

Summary Risk Factors

An investment in our Class A Ordinary Shares and Warrants involves significant risks. Below is a summary of certain material risks we face. These risks are more fully described under “Risk Factors.” You should carefully consider such risks before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks.

There are various risks related to our business and operations, which include, but are not limited to:

 

   

A significant portion of our historical revenue was generated from our COVID-19 testing services, the demand for which has been substantially reduced with the changes in government policy with respect to stay-at-home and compulsory testing orders, and our failure to derive significant revenue from other products and services and expand our overall customer base would harm our business and results of operation.

 

   

Our near-term success is highly dependent on the continued commercialization of CircleDNA, ColoClear, ACTOnco and other products in our target geographies. If our existing or new products are

 

3


Table of Contents
 

unable to attain market acceptance or be successfully commercialized in all or any of these jurisdictions, our business and future prospects could be materially and adversely affected.

 

   

The diagnostic testing market is highly competitive, and many of our competitors are larger, better established and have greater financial and other resources.

 

   

The consumer genetic testing market is highly competitive, and many of our competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of our consumer genetic testing business.

 

   

The precision oncology market is highly competitive, and many of our competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of our precision oncology business.

 

   

We may enter new business areas and expand our operations in areas such as clinical genetic testing and precision oncology, where we have limited experience. We would likely face competition from entities more familiar with those businesses, and our efforts may not succeed.

 

   

If we are not successful in leveraging our platform to discover, develop and commercialize additional products, our ability to expand our business and achieve our strategic objectives would be impaired.

 

   

If our products and services do not deliver reliable results as expected, our reputation, business and operating results will be adversely affected.

 

   

We have engaged in and may continue to engage in acquisitions, investments or strategic alliances in the future, which could require significant management attention and resources, may not achieve their intended results and could adversely affect our business, financial condition and results of operations.

 

   

We face additional risks as a result of the ACT Acquisition and may be unable to integrate our businesses successfully and realize the anticipated synergies and related benefits of the ACT Acquisition or do so within the anticipated timeframe.

 

   

Our acquisition may not be accretive, and may be dilutive to our earnings per share, which may negatively affect the market price of our ordinary shares.

For additional detail on these and other risks, see “Risk Factors — Risks Relating to Our Business and Industry” starting on page 7 of this prospectus.

 

4


Table of Contents

THE OFFERING

The summary below describes the principal terms of the offering. The “Description of Share Capital” section of this prospectus contains a more detailed description of the Company’s Class A Ordinary Shares and Warrants.

Securities being registered for resale by the Selling Securityholders named in the prospectus

  (i)

Up to 60,156,798 Class A Ordinary Shares, which includes:

 

   

6,913,200 Class A Ordinary Shares issued in the PIPE Investment;

 

   

7,740,000 Class A Ordinary Shares issued to the Forward Purchase Investors;

 

   

6,933,558 Class A Ordinary Shares issued to the Sponsor pursuant to the Initial Merger;

 

   

100,000 Class A Ordinary Shares issued to the Artisan Directors pursuant to the Initial Merger;

 

   

9,713,864 Class A Ordinary Shares issuable upon the conversion of 9,713,864 Class B Ordinary Shares issued to Da Yeung Limited pursuant to the Acquisition Merger; and

 

   

a total of 28,756,176 Class A Ordinary Shares issued to certain prior shareholders of Prenetics pursuant to the Acquisition Merger,

 

  (ii)

up to 6,041,007 Private Warrants issued to the Sponsor and the Forward Purchase Investors pursuant to the Initial Merger, and

 

  (iii)

up to 7,792,898 Class A Ordinary Shares issuable upon exercises of the Private Warrants.

 

Terms of Warrants

Each Warrant entitles the holder to purchase 1.29 Class A Ordinary Shares at a price of $8.91 per 1.29 shares, subject to adjustment pursuant to the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement. Our Warrants expire on May 18, 2027, at 5:00 p.m., New York City time.

 

Offering prices

The securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “Plan of Distribution.”

 

Ordinary shares issued and outstanding prior to any exercise of Warrants

136,952,037 Class A Ordinary Shares and 22,596,703 Class B Ordinary Shares as of April 18, 2023.

 

Warrants issued and outstanding

17,352,393 Warrants as of April 18, 2023.

 

5


Table of Contents

Use of proceeds

All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from such sales, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash.

 

  Assuming the exercise of all outstanding warrants for cash, we would receive aggregate proceeds of approximately $154.6 million. However, we will only receive such proceeds if all the Warrant holders exercise all of their Warrants. The exercise price of our Warrants is $8.91 per 1.29 shares (or an effective price of $6.91 per share), subject to adjustment. We believe that the likelihood that warrant holders determine to exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. If the market price for our Class A Ordinary Shares is less than the exercise price of the warrants (on a per share basis), we believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the warrants will be “in the money” prior to their expiration or that the warrant holders will exercise their warrants. As of April 28, 2023, the closing price of our Class A Ordinary Shares was $0.83 per share. Holders of the Private Warrants have the option to exercise the Private Warrants on a cashless basis in accordance with the Existing Warrant Agreement. To the extent that any warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the warrants will decrease.

 

Dividend Policy

We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

 

Market for our Class A Ordinary Shares and Warrants

Our Class A Ordinary Shares and Warrants are listed on NASDAQ under the trading symbols “PRE” and “PRENW,” respectively.

 

Risk factors

Prospective investors should carefully consider the “Risk Factors” for a discussion of certain factors that should be considered before buying the securities offered hereby.

 

6


Table of Contents

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this prospectus, before making an investment decision. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, financial condition, results of operations, prospects and trading price. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by us, which later may prove to be incorrect or incomplete. We may face additional risks and uncertainties that are not presently known to us, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on us. The trading price and value of our Class A Ordinary Shares and Warrants could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and any prospectus supplement or related free writing prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus and any prospectus supplement or related free writing prospectus.

Risks Relating to Our Business and Industry

A significant portion of our historical revenue was generated from our COVID-19 testing services, the demand for which has been substantially reduced with the changes in government policy with respect to stay-at-home and compulsory testing orders, and our failure to derive significant revenue from other products and services and expand our overall customer base would harm our business and results of operation.

We generated a total revenue of approximately $275.8 million for the year ended December 31, 2022, out of which $260.0 million was generated from our Diagnostics segment, which primarily comprises of COVID-19 testing services under Project Screen. However, the demand for COVID-19 testing services has already been substantially reduced with the production and widely administered use of efficacious vaccines and other therapeutic treatment for COVID-19, as well as changes in mandatory testing requirements. Therefore, our ability to execute our growth strategies and achieve and maintain profitability will depend upon not only the continued market needs of our COVID-19 testing services but also our success in deriving significant revenue from other products and services.

If we are unable to launch new products successfully and expand our overall customer base, our business and results of operations will be materially and adversely affected.

The diagnostic testing market is highly competitive, and many of our competitors are larger, better established and have greater financial and other resources.

The diagnostic testing market is highly competitive and we face and expect ongoing substantial competition from different sources, including from diagnostic test manufacturers and producers. We believe that our ability to compete in the diagnostic testing market depends upon a variety of factors such as our ability to acquire technology, product quality, accuracy of testing, timeliness of testing results, convenience and ease of use, underlying technology, price, customer and user experience, and certain additional factors that are beyond our control, including:

 

   

ability to acquire, develop and commercialize products and meet consumer demand;

 

   

support from evidence of clinical performance;

 

   

ability to obtain and maintain required regulatory approvals;

 

   

level of patent protection;

 

   

ability to achieve economies of scale by lowering production cost;

 

   

pricing level;

 

7


Table of Contents
   

access to adequate capital; and

 

   

ability to attract and retain qualified personnel.

We also anticipate facing competition from companies that have or are developing cancer diagnostic tests, including screening and early detection tests, treatment selection and optimization, and recurrence monitoring tests, and other sources, such as academic institutions, public and private research institutions and governmental agencies. Competitors with cancer diagnostic tests include Myraid Genetics, Inc., Grail, LLC, Qiagen N.V., Illumina, Inc, Foundation Medicine, Inc., and Personalis, Inc. Many of our current and potential competitors are significantly larger, and have substantially greater financial, scientific, manufacturing and other resources, which may allow these competitors to respond more quickly to emerging technologies, obtain regulatory approvals for their products faster, and develop and commercialize competitive products with greater functionality or at lower cost than us, resulting in these competitors establishing a stronger market position than we are able to. If we are unable to compete effectively, our commercial opportunity may be lost or significantly reduced and we may fail to meet our strategic objectives, and our business, financial condition and operating results could be harmed.

The consumer genetic testing market is highly competitive, and many of our competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of our consumer genetic testing business.

In addition to diagnostic testing, we also operate a consumer genetic testing business primarily through our CircleDNA product line. Consumer genetic testing is a rapidly growing market, and the number of companies with products and technologies similar to CircleDNA continues to increase.

We anticipate facing competition. Our ability to compete depends upon a number of factors both within and beyond our control, including, among others, the following:

 

   

quality and reliability of its solutions;

 

   

accessibility of results;

 

   

turnaround time of testing results;

 

   

price;

 

   

convenience and ease of use;

 

   

selling and marketing efforts;

 

   

additional value-added services and health informatics tools;

 

   

customer service and support efforts;

 

   

adaptability to evolving regulatory landscape;

 

   

the ability to execute strategies to protect data privacy and build customer trust; and

 

   

our brand recognition relative to our competitors.

We also face competition from other companies attempting to enter the genetic testing market and capitalize on similar opportunities. Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and market penetration, substantially greater financial, technological, marketing and other resources than we do. These factors may allow them to be able to respond more quickly to changes in customer requirements and emerging technologies, devote greater resources to the research, development, marketing and sales of their products, and adopt more aggressive pricing policies than we do. As a result, our competitors may develop products or services that are similar to or that achieve greater market acceptance than our offerings, and we may not be able to compete effectively against these organizations.

 

8


Table of Contents

If we fail to compete successfully against our current and future competitors, we may be unable to increase sales revenue and market share, improve our results of operations, or achieve profitability.

The precision oncology market is highly competitive, and many of our competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of our precision oncology business.

We have ventured into the precision oncology market through our acquisition of ACT Genomics, and we intend to further pursue strategic mergers and acquisitions to build our product pipeline in early testing and detection of cancer. Precision oncology is a rapidly growing market, and the number of companies with products and technologies in early detection, diagnostics and monitoring for cancer continues to increase. Thus, we anticipate facing competition.

Our ability to compete depends upon a number of factors both within and beyond our control, including, among others, the following:

 

   

the ability to continue developing cancer screening tools, especially a broader product portfolio;

 

   

cost-effectiveness of marketing efforts to market our products across Asia and EMEA;

 

   

commercialization of infrastructure and distribution networks for the promotion and sale of our products;

 

   

brand recognition in Asia and EMEA;

 

   

academic, talent and funding base that supports the iteration of products and large-scale clinical research;

 

   

receipt of regulatory approvals and timing thereof for our products; and

 

   

the ability to carry out mergers and acquisitions in the precision oncology market, thereby bringing in cutting-edge technologies, resources and opportunities.

Our near-term success is highly dependent on the continued commercialization of CircleDNA, ColoClear, ACTOnco and other products in our target geographies. If our existing or new products are unable to attain market acceptance or be successfully commercialized in all or any of these jurisdictions, our business and future prospects could be materially and adversely affected.

Our near-term success is dependent on the continued commercialization of CircleDNA, our in-house developed consumer genetic testing product, ColoClear, an at-home colorectal cancer screening test, and ACTOnco, a comprehensive cancer panel used to guide treatment selection for all major solid tumors.

The commercial success of CircleDNA, ColoClear, ACTOnco and our other products in our target geographies will depend on many factors, some of which are outside of our control, including the following:

 

   

the timely receipt of regulatory approvals and marketing authorizations from the regulatory authorities in jurisdictions to which we plan to expand our business operations;

 

   

acceptance by healthcare systems and providers, governments and regulatory authorities, key opinion leaders, consumers and the overall medical community of the convenience, accuracy, sufficiency and other benefits offered by our products;

 

   

perceptions by the public and members of the medical community as to the perceived advantages, relative cost, relative convenience and relative accuracy of our test kits compared to those of our competitors;

 

   

the effectiveness of our marketing and sales efforts, including our ability to have a sufficient number of talented sales representatives to sell our testing services;

 

9


Table of Contents
   

our ability to achieve and maintain compliance with all regulatory requirements applicable to our products in various jurisdictions, including manufacture, labeling, advertising, promotion and post-market surveillance requirements.

Although we are not required to obtain regulatory approval in Hong Kong, our test kits may not receive regulatory approvals or market authorizations in other jurisdictions to which we plan to expand our business operations due to the complexity of domestic regulatory regimes in other jurisdictions, or even if we do receive the regulatory approvals, our test kit may not receive broad market acceptance among customers, physicians, users and others in the medical community.

If CircleDNA, ColoClear, and ACTOnco are not successfully commercialized as expected, we may not be able to generate sufficient revenue to become profitable, and failure to gain broad market acceptance could also have a material adverse effect on the broader commercial success of our future testing products, and on our business, operations results and financial condition.

In addition, the diagnostic testing market is characterized by rapid technological developments, and even if we were to gain widespread market acceptance temporarily, our testing services may be rendered uncompetitive or obsolete if we are unable to match any new technological advances in this market. If we are unable to match technological improvements in competitive products or effectively respond to the needs of our customers and users, the demand for our testing services could be reduced and our revenue could be adversely affected.

We have pipeline products that are currently in the R&D phase, and may not be successful in our efforts to develop any of these or other products into marketable products. Any failure to develop these or other products or any delay in the development could adversely affect our business and future prospects.

We have pipeline products that are currently in the R&D stage. For certain of our pipeline products, before obtaining approvals from regulatory authorities for the marketing and sales of these pipeline products in certain jurisdictions, we must complete certain registration processes with the local regulatory authorities.

Our failure to successfully complete the registration process or clinical studies could result in additional costs to us, delay the commercialization of our pipeline products and negatively impact our ability to generate revenue. If we do not receive regulatory approvals for our pipeline products, or otherwise fail to develop these products or there is any delay in the development, our business prospects will be materially and adversely affected.

In addition, even if we successfully develop and obtain regulatory approval for our pipeline products, our future success is dependent on our ability to then successfully commercialize new products. There is no assurance that we will be able to obtain adequate manufacturing supply, build a commercial organization, and commence marketing efforts before we generate any significant revenue from the sales of new commercial products, if ever.

If we are not successful in leveraging our platform and technology to discover, develop and commercialize additional products, our ability to expand our business and achieve our strategic objectives would be impaired.

We believe that our platform and technology are empowered to launch different products to be used in various settings and to target other critical areas of healthcare. Therefore, one of our key growth strategies is to capitalize on the flexibility of our platform and technology and develop other products.

Developing new testing products requires substantial technical, financial and human resources, whether or not any testing products are ultimately developed or commercialized, which may divert management’s attention away from our current businesses. We may pursue what we believe to be a promising opportunity to leverage our platform only to discover that certain of our resource allocation decisions were incorrect or insufficient, or that

 

10


Table of Contents

certain testing products or our platform in general has risks that were previously unknown or underappreciated. In the event material decisions with respect to our strategy turn out to be incorrect or sub-optimal, we may experience a material adverse impact on our business and ability to fund our operations and capitalize on what we believe to be potential. The success of developing any new products will depend on several factors, some of which are outside of our control, including our ability to:

 

   

properly identify and anticipate physician and patient needs;

 

   

assemble sufficient resources to discover additional testing products;

 

   

develop and introduce new products or enhancements in a timely manner;

 

   

demonstrate, if required by regulatory authorities, the accuracy and usability of new testing products and enhancements with data from clinical trials;

 

   

obtain the necessary regulatory clearances or approvals for expanded indications, new testing products or enhancements;

 

   

be fully compliant with regulations on marketing of new devices or modified products;

 

   

produce new testing products in a cost-effective manner; and

 

   

provide adequate training to potential users of our new testing products that contain enhanced features.

If we fail to develop or improve our products and services for additional applications or features, we may not be able to compete effectively with the research and development programs of our competitors, and such failure to develop or inability to compete could harm our business.

If our products and services do not deliver reliable results as expected, our reputation, business and operating results will be adversely affected.

The success of our products and services depends on the market’s confidence that we can provide reliable test kits that enable high-quality diagnostic testing with high accuracy, sensitivity and specificity and with short turnaround times. There is no guarantee that the accuracy and reproducibility we have demonstrated to date will continue as our product deliveries increase and our product portfolio expands.

Our products and services use a number of complex and sophisticated biochemical and bioinformatics processes, many of which are highly sensitive to external factors, including human error. An operational, technological, user or other failure in one of these complex processes or fluctuations in external variables may result in sensitivity or specificity rates that are lower than we anticipate or result in longer than expected turnaround times.

As a result, the test performance and commercial attractiveness of our products may be adversely affected, and our reputation may be harmed. If our products do not perform, or are perceived to not have performed, as expected or favorably in comparison to competitive products, our operating results, reputation, and business will suffer, and we may also be subject to legal claims arising from product limitations, errors, or inaccuracies. Furthermore, there is no guarantee that customers will always use these products properly in the manner in which they are intended. Any intentional or unintentional misuse of these products by customers could lead to substantial civil and criminal monetary and non-monetary penalties, and could result in significant legal and investigatory fees.

We have incurred net losses since our inception, and we anticipate that we will continue to incur losses for the foreseeable future, which could harm our future business prospects.

We have incurred substantial losses since our inception. For the years ended December 31, 2021 and 2022, our net losses were $174.0 million and $190.5 million, respectively, even though most of the expenses associated with those losses were non-recurring and non-cash in nature. We have financed our operations principally from

 

11


Table of Contents

the issuances of ordinary shares, preferred shares and convertible securities to third-party investors, and have received over $220 million in funding to date. We may continue to incur losses both in the near term and longer term as we continue to devote a significant portion of our resources to scale up our business and operations, including continuing to build out our corporate infrastructure, increasing our manufacturing capabilities, engaging in continued research and development of key testing technologies as we work to expand our portfolio of available test services, and other related business activities, and as we incur additional costs associated with operating as a public company.

We only started to realize revenue for our Diagnostics segment from our COVID-19 testing services since April 2020. Since then, we have incurred significant expenses in connection with scaling up our operations, including costs associated with scaling up operations, sales and marketing expenses, and costs associated with the hiring of new employees, the continued growth of our business and development of our corporate infrastructure. While our revenue has increased over time, given the numerous risks and uncertainties associated with our research, development, manufacturing and commercialization efforts, we expect to continue to incur significant losses as we develop and invest in our business, and we are unable to predict when we will become profitable on a sustained basis or at all. our ability to achieve or sustain profitability is based on numerous factors, many of which are beyond our control, including, among other factors, market acceptance of our products, the length of the COVID-19 pandemic, the vaccination effectiveness and vaccination rates, future product development, our market penetration and margins and our ability to commercialize the pipeline products. Losses have historically had an adverse effect on our working capital, total assets and shareholders’ equity, and expected future losses may continue to have an adverse effect on our working capital, shareholders’ equity, and the price of the Class A Ordinary Shares and the Warrants. Our failure to achieve and sustain profitability in the future would negatively affect our business, financial condition, results of operations and cash flows, and could cause the market price of the Class A Ordinary Shares and the Warrants to decline.

We are a relatively early-stage company and have a limited operating history, and our near-term business strategy and in-house R&D efforts are centered around new and rapidly developing markets including diagnostics and precision oncology, which may make it difficult to evaluate our current business and predict our future performance.

We began operations in 2014 and commercially launched our first consumer genetic testing kits under CircleDNA globally in November 2019 and our COVID-19 testing services under Project Screen in April 2020, respectively. In 2022, we launched Coloclear, an at-home colorectal cancer screening test. In December 2022, we acquired ACT Genomics to further our ambitions in precision oncology. Accordingly, we are a relatively early-stage company with a limited operating history upon which you can evaluate our business and prospects. Our limited operating history may make it difficult to evaluate our current business and predict our future performance, prospects or viability. Any assessment of our prospects is subject to significant uncertainty and must be considered in light of the risks and difficulties frequently encountered by companies in their early stage of development, particularly those in new and rapidly evolving markets like us. These risks include, among others, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things:

 

   

increase our customer base;

 

   

continue to implement and successfully execute our business and marketing strategy;

 

   

identify, acquire and successfully integrate assets or technologies in areas that are complementary to our business strategy;

 

   

integrate our business with ACT Genomics’ business successfully and realize the anticipated synergies and related benefits within the anticipated timeframe;

 

   

successfully enter into other strategic collaborations or relationships;

 

   

obtain access to capital on acceptable terms and effectively utilize that capital;

 

12


Table of Contents
   

identify, attract, hire, retain, motivate and successfully integrate additional employees;

 

   

continue to expand, automate and upgrade our laboratory, technology and data systems;

 

   

provide rapid test turnaround times with accurate and clear results at low prices;

 

   

provide superior customer service; and

 

   

respond to competitive developments.

If we are unable to address these risks successfully, our revenue, results of operations and business could be materially and adversely affected.

In addition, our focus on new and rapidly developing markets could also make it difficult to achieve our strategic goals and could harm our future business prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced in rapidly evolving industries, some of which are outside of our control, including those related to:

 

   

our ability to compete with companies that are currently in, or may in the future enter, precision oncology, including companies with greater financial, technical and other resources than us;

 

   

our ability to continuously invest in R&D and innovation to ensure utilization of the advanced technologies to enhance the sensitivity and accuracy of the tests;

 

   

our ability to scale manufacturing to quantities sufficient to meet consumer demand in a timely manner;

 

   

our ability to control costs, particularly manufacturing expenses;

 

   

our ability to achieve or maintain a retail price satisfactory to consumers;

 

   

unanticipated delays in test kit development or test kit launches;

 

   

positive or negative media coverage of our products or competing products; and

 

   

general economic and political conditions.

Our future success is substantially dependent on the manner in which the market for precision oncology develops and grows. If the market develops in a manner that does not facilitate demand for early detection of cancer and treatment optimization, our business, financial condition, results of operations and cash flows may be adversely affected.

We have a limited history introducing new products and services to our customers. The future prospects of our business may be harmed if our efforts to attract new customers and engage existing customers by introducing new products are unsuccessful.

Our success depends on our ability to continuously attract new customers and engage existing customers. If we are unable to introduce new and enhanced products and services, or if we introduce new products or services that are not favorably received by the market, we may not be able to attract or retain customers.

Our marketing efforts currently include various initiatives and consist primarily of digital marketing on a variety of social media channels, such as YouTube, Instagram, LinkedIn, Facebook, search engine optimization on websites, such as Google and Facebook Ads, various branding strategies, and email. During the fiscal year ended December 31, 2022, we spent $13.3 million on sales and distribution, representing 5% of our revenue, respectively. We anticipate that sales and distribution expenses will continue to represent a significant percentage of our overall operating costs for the foreseeable future.

 

13


Table of Contents

We have historically acquired a significant number of customers through digital advertising on platforms and websites owned by Google and Facebook, which may terminate their agreements with us at any time. Our investments in sales and marketing may not effectively reach potential customers and potential customers may decide not to buy our products or services, any of which could adversely affect our financial results.

If we are unable to attract new customers or engage existing customers either by introducing new products and services or through marketing efforts, our revenue and operating results may grow slower than expected or decline.

We may not be able to achieve or maintain satisfactory pricing and margins, and our pricing strategies may not meet customers’ price expectations, which could adversely affect our revenues and results of operations.

Our pricing strategies have had, and may continue to have, a significant impact on our revenue. Manufacturers of diagnostic tests have a history of price competition, and we may not be able to achieve or maintain satisfactory prices for our testing services. The pricing of our testing services could be impacted by several factors, including pressure to improve margins as a result of competitive or customer pricing pressure. If we are forced to lower the price of our testing services, our gross margins will decrease, which could harm our ability to invest in and grow our business, and could harm our financial condition and results of operations and our future prospects.

We offer or may in the future offer discounted prices as a means of attracting customers. Such offers and discounts, however, may reduce our revenue and margins. In addition, our competitors’ pricing and marketing strategies are beyond our control and can significantly affect the results of our pricing strategies. If our pricing strategies fail to meet our customers’ price expectations or fail to result in derived margins, or if we are unable to compete effectively with our competitors if they engage in aggressive pricing strategies or other competitive activities, our business could be adversely affected.

We may experience difficulties in managing our growth. If we are unable to effectively and efficiently manage the growth of our business, our future revenue and operating results may be harmed.

We have experienced growth in our business operations and corporate infrastructure since our inception. From our inception through the date of this prospectus, the number of our employees increased from 11 to approximately 400. Our future growth could strain our organizational, administrative and operational infrastructure, including laboratory operations, quality control, operational performance, finance, customer service, marketing sales, and management.

We may need to increase our headcount and to hire, train and manage additional specialized personnel to facilitate our growth, including qualified scientists, laboratory personnel, customer service specialists, and sales and marketing force, and we may have difficulties locating, recruiting, training and retaining such specialized personnel. Rapid expansion in personnel could mean that less experienced people develop, market and sell our products, which could result in inefficiencies, reduced quality, unanticipated costs and disruptions to our operations. From time to time, we may need to optimize our costs and to restructure our operations in accordance with changes to our business strategy and market demands. Since December 2022, we have proactively restructured our operations with a focus on streamlining resources and reducing cost, including executing a global workforce reduction of approximately 60%, resulting in annual headcount reduction costs of approximately US$10 million. If we are unsuccessful in hiring, training, managing and integrating employees and they perform poorly as a result, our business may be harmed.

Our ability to manage our growth effectively will require continued improvement of our operational, financial and management controls, as well as our reporting systems and procedures. Any failure of our controls or interruption of our general process management could have a negative impact on our business and financial operations. We may not be able to maintain our expected turnaround times for our testing services or otherwise

 

14


Table of Contents

satisfy customer demands as we grow, and future business growth could also make it difficult for us to maintain our corporate culture. In addition, our suppliers and contract manufacturers may not be able to allocate sufficient capacity in order to meet our requirements, which could adversely affect our business, financial condition and results of operations.

Given our very short history of operating a business at commercial scale and our rapid growth since our inception, we cannot assure you that we will be able to successfully manage the expansion of our operations or recruit and train additional qualified personnel in an effective manner. If we are unable to manage our growth effectively, it may be difficult for us to execute our business strategy and our business and operations could be adversely affected.

Some of our marketing initiatives, including celebrity and key opinion leader endorsement and use of social media, may adversely affect our reputation.

We partner with celebrity brand ambassadors and key opinion leaders and launch various marketing campaigns on social media as part of our marketing initiatives. For example, we have engaged renowned actors, entrepreneurs, athletes, and other tastemakers such as Donnie Yen, Mark Rutherford, Scott Hoying, G.E.M., Van Ness Wu, Kimberly Woltemas, and others to act as Changemakers and representatives of the Circle brand. Our CircleDNA product also has more than 14,000 related tags on Instagram generated by users.

While celebrity endorsement helps strengthen our brand influence and promote our products, any negative publicity related to any of these celebrities, the occurrence of which is beyond our control, may adversely impact our reputation and brand image and consequently our ability to attract new customers and retain existing customers.

In addition, customers may provide feedback and public commentary about our products and other aspects of our business online through social media platforms, including Facebook, Instagram, and YouTube, and any negative information concerning us, whether accurate or not, may be posted on social media platforms at any time and may have a disproportionately adverse impact on our brand, reputation, or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, results of operations, financial condition, and prospects.

We rely on a limited number of suppliers for CircleDNA, ColoClear and ACTOnco, and may not be able to find replacements or immediately transition to alternative suppliers, which could adversely affect our ability to meet customer demand.

We rely on a limited number of suppliers for materials, and genome sequencing service and RT-PCR testing service. We do not have long-term agreements with most of our suppliers, and our suppliers could cease supplying these materials and services at any time, or fail to provide us with sufficient quantities of materials or materials that meet our specifications or services that are satisfactory to us. Obtaining substitute components could be difficult, time-consuming and costly and it could require us to redesign or revalidate our test kit. Our laboratory operations could be interrupted if we encounter delays or difficulties in securing these reagents, sequencers or other equipment or materials, and if we cannot timely obtain an acceptable substitute. Such interruption could significantly affect our ability to conduct our tests and could adversely affect our ability to meet customer demand.

Although we maintain relationships with suppliers with the objective of ensuring that we have adequate supply for the delivery of our services, increases in demand for our services can result in supply shortages and higher costs. Our suppliers may not be able to meet our delivery schedules or performance and quality specifications, and we may not be able to purchase such items at a competitive cost. Further, we may experience shortages in certain items as a result of limited availability, increased demand, pandemics or other outbreaks of contagious diseases, weather conditions and natural disasters, as well as other factors outside of our control. In

 

15


Table of Contents

addition, our freight costs may increase due to factors such as limited carrier availability, increased fuel costs, increased compliance costs associated with new or changing government regulations, pandemics or other outbreaks of contagious diseases and inflation. Furthermore, the prices charged for our products may not reflect changes in our packaging material, freight, tariff and energy costs at the time they occur, or at all. Any of the foregoing risks, if they occur, could have a material adverse effect on our business, financial condition and results of operations.

Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

 

   

the level of demand for our products;

 

   

the timing and cost of, and level of investment in, research, development, manufacturing, regulatory approval and commercialization activities relating to our testing products, which may change from time to time;

 

   

sales and marketing efforts and expenses;

 

   

the rate at which we grow our sales force and the speed at which newly hired salespeople become effective;

 

   

changes in the productivity of our sales force;

 

   

positive or negative coverage in the media or clinical publications of our testing products or competitive products;

 

   

the cost of manufacturing our testing products, which may vary depending on the quantity of production and the terms of our arrangements with our suppliers;

 

   

our introduction of new or enhanced products or technologies or others in the diagnostic and genetic testing industry;

 

   

pricing pressures;

 

   

expenditures that we may incur to acquire, develop or commercialize testing products for additional indications, if any;

 

   

the degree of competition in our industry and any change in the competitive landscape of our industry;

 

   

changes in governmental regulations or in the status of our regulatory approvals or requirements;

 

   

future accounting pronouncements or changes in our accounting policies; and

 

   

general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

The cumulative effects of factors discussed above and other factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failure to meet the expectations of industry or financial analysts or investors for any period, which in turn could have a material adverse effect on our business and prospects, and the market price of the Class A Ordinary Shares and the Warrants.

 

16


Table of Contents

Our business significantly depends upon the strength of our brands, including Prenetics, CircleDNA and ColoClear and ACTOnco, and any harm to our brands or reputation may materially and adversely affect our business and results of operations.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. It is critical that we continue to maintain and enhance the recognition and reputation of our brands.

Many factors, some of which are beyond our control, are important to maintaining and enhancing our brands and if not properly managed, may cause material harm to our brands. These factors include our ability to:

 

   

provide effective, accurate and user-friendly testing services to customers;

 

   

maintain the efficiency, reliability and quality of the testing services we provide to our consumers;

 

   

maintain or improve consumer satisfaction with our after-sale services;

 

   

increase brand awareness through marketing and brand promotion activities; and

 

   

preserve our reputation and goodwill in the event of any negative publicity on our services, product quality, price, data privacy and security, our industry and other players within the industry or other issues affecting us or our peers.

If our devices are perceived by the public to be of poor quality or if our test kits are perceived to provide inaccurate results or significantly delayed responses, such perception, even if factually incorrect or based on isolated incidents, could damage our reputation, diminish the value of our brand, undermine the trust and credibility we have established and have a negative impact on our ability to attract new clients and customers or retain our current clients and customers. If we fail to promote and maintain our brands including “Prenetics,” or “CircleDNA,” or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materially and adversely affected. We anticipate that, as the market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive.

If we cannot provide quality technical and customer and user support, we could lose customers, and our business and prospects may be adversely affected.

The provision of our testing services to our customers requires ongoing customer and user support and therefore recruitment, training and retention of technical, customer and user support teams. Hiring technical and customer and user support personnel is very competitive in the industry due to the limited number of people available with the necessary scientific and technical backgrounds and ability to understand our platform at a technical level. To effectively support potential new customers and ultimately users, we will need to substantially develop a technical and customer and user support staff. If we are unable to attract, train or retain the number of qualified technical and customer and user support personnel sufficient to meet our business needs, our business and prospects will suffer.

If we are unable to successfully expand our sales and marketing infrastructure to match our growth, our business may be adversely affected.

We currently have only a limited sales and marketing infrastructure, and have limited experience in the sales, marketing, customer support or distribution of diagnostic, preventive or other commercial stage products. Our future sales will depend in large part on our ability to develop, and substantially expand, our sales force and to increase the scope of our marketing efforts. We plan to take a measured approach to build out our sales and marketing capabilities and expand and optimize our sales infrastructure to grow our customer base and our business.

Identifying and recruiting qualified personnel and training them in the use of our products, applicable laws and regulations and our internal policies and procedures, requires significant time, expense and attention. It can

 

17


Table of Contents

take prolonged time before our sales representatives are fully trained and productive. If we are unable to hire, develop and retain talented sales personnel or if new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or increase our revenue.

There are risks involved with both establishing in-house sales and marketing capabilities and entering into arrangements with third parties to perform these services. Recruiting and training a sales force is expensive and time-consuming and could delay any product launch. If any future authorized test for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. On the other hand, if we enter into arrangements with third parties to perform sales and marketing and customer support services, we likely would have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively. If we do not establish sales and marketing capabilities successfully, either on our own or in collaboration with third parties, we will not be successful in commercializing any of our current or future products. Consequently, our business, results of operations, financial condition and future prospects may be materially and adversely affected.

In addition to the efforts of our sales force, we believe that future sales will also depend in part on our ability to develop and substantially expand awareness of our brands and products through alternative strategies including through endorsement by celebrities or key opinion leaders, social media-related and online outreach and education and marketing efforts. We have limited experience implementing these types of marketing efforts. Brand promotion activities we undertake may not generate the desired customer awareness or increase revenue and, even if they do, any increase in revenue may not cover the costs and expenses we incur in these activities. There is no assurance that we can attract or retain the customers necessary to realize a sufficient return on any of our brand-building efforts.

We are highly dependent on our senior management team and key advisors and personnel, and our business and operating results could be harmed if we are unable to retain senior management and key personnel and to attract and retain qualified personnel necessary for our business.

We are highly dependent on our senior management team and key advisors and personnel. Our success will depend on our ability to retain senior management and to attract and retain qualified advisors and personnel in the future, including sales and marketing professionals and other highly skilled personnel and to integrate current and additional personnel in all departments. To induce valuable employees to remain at our Company, in addition to salary and cash incentives, we have issued, and will in the future issue, equity incentive awards that vest over time. The value to employees of such equity incentive awards that vest over time may be significantly affected by movements in our share price which is beyond our control, and may at any time be insufficient to counteract more lucrative offers from other companies. Despite our efforts to retain valuable employees, members of our management and development teams may terminate their employment with us on relatively short notice, even where we have employment agreements in place. The standard employment agreement of our employees provides that the employee can terminate the employment by giving at least one month’s notice or payment in lieu of notice, which means that any of our employees could leave their employment at any time on relatively short notice or without notice at all. We also do not maintain “key person” insurance policies on the lives of these people or the lives of any of our other employees. The loss of members of our senior management, sales and marketing professionals and scientists as well as contract employees could result in delays in product development and harm our business. In particular, the loss of the services of Mr. Danny Yeung, our Director, Chairperson and Chief Executive Officer, Dr. Lawrence Tzang, our Chief Scientific Officer or Mr. Stephen Lo, our Chief Financial Officer, could significantly delay or prevent the achievement of our strategic objectives and otherwise have a material adverse impact on our business. If we are not successful in attracting and retaining highly qualified personnel, our business, financial condition and results of operations will be negatively impacted.

 

18


Table of Contents

Competition for skilled personnel across virtually all areas where we operate and need to attract additional talent is intense. If we are not successful in attracting and retaining highly qualified personnel, the rate and success at which we can develop and commercialize our products will be limited, and our business, financial condition and results of operations would be negatively impacted.

In addition, we rely on our scientific advisory board comprised of accomplished scholars and experts in oncology, genomics and precision oncology to offer invaluable insights on the latest scientific developments and provide guidelines on development of our pipeline products. If any of our scientific advisor leaves the advisory board, our research and development capabilities may be negatively affected.

The sizes of the markets and forecasts of market growth for the demand of our current and pipeline products and services are based on a number of complex assumptions and estimates that are subject to change, and may be inaccurate.

Our estimates of the total addressable markets for our products and services, including CircleDNA, ColoClear, and ACTOnco, are based on a number of internal and third-party estimates. Market opportunity estimates and growth forecasts included in this prospectus have been derived from a variety of sources, including market research and our own internal estimates, and the conditions supporting our assumptions or estimates may change at any time, thereby of these underlying factors and indicators. Further, the continued development of, and approval or authorizations for, vaccines and therapeutic treatments may affect these market opportunity estimates.

Our market opportunity may also be limited by new diagnostic tests or other products that enter the market. If any of our estimates prove to be inaccurate, the market opportunity for our existing and pipeline products could be significantly less than we estimate. If this turns out to be the case, it may impair our potential for growth and our business and future prospects may be materially and adversely affected.

We may need to raise additional funds to develop our platform, commercialize new products or expand our operations, and we may be unable to raise capital when needed or on acceptable terms.

We may in the future consider raising additional capital for any number of reasons, and to do so, we may seek to sell ordinary or preferred shares or convertible debt securities, enter into one or more credit facilities or another form of third-party funding, or seek other debt financing. We may also need to raise capital sooner or in larger amounts than we anticipate for numerous reasons, including our failure to secure additional regulatory approvals for our testing services and products, lower than anticipated demand for our testing services, or otherwise.

We may also consider raising additional funds in the future to develop our platform, commercialize new products or expand our operation, including to further scale up the manufacturing of our test kits, and if user demand warrants such increase in scale, to increase our sales and marketing efforts to drive market adoption of our testing services and address competitive developments, and to finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, some of which are beyond our control, including:

 

   

the cost and timing of additional regulatory clearances or approvals for our testing services and products;

 

   

our ability to achieve and maintain revenue growth;

 

   

the potential cost of and delays in product development as a result of any regulatory oversight applicable to our services and products;

 

19


Table of Contents
   

the scope, rate of progress and cost of our current and future clinical trials;

 

   

the costs of attaining, defending and enforcing our intellectual property rights;

 

   

the terms and timing of any other collaborative, licensing and other arrangements that we may establish; and

 

   

the costs of responding to the other risks and uncertainties described in this prospectus.

The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, the ownership interests of our existing shareholders will be diluted. Any equity securities issued could also provide for rights, preferences, or privileges senior to those of holders of the Ordinary Shares. If we raise funds by issuing debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other third-party funding, collaborations agreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or test kits or grant licenses on terms that may not be favorable to us.

Additional funding may not be available on acceptable terms, or at all. If we cannot secure additional funding when needed or if financing is not available on satisfactory terms or at all, we may have to delay, reduce the scope of, or eliminate one or more research and development programs or sales and marketing or other initiatives. In addition, our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets worldwide. If the equity and credit markets deteriorate, we may make any necessary debt or equity financing more difficult, more costly and more dilutive. If we are unable to obtain the requisite amount of financing needed to fund our planned operations, our ability to grow and support our business and to respond to market challenges could be significantly limited, which could have a material adverse effect on our business, financial condition and results of operations.

We may enter new business areas and expand our operations in areas such as clinical genetic testing and precision oncology, where we have limited experience. We would likely face competition from entities more familiar with those businesses, and our efforts may not succeed.

We may enter into new business areas where we do not have any experience or have limited experience. In addition, we plan to expand our operations in business areas within clinical genetic testing and precision oncology where we have limited experience. These areas would be new to our product development, sales and marketing personnel, and we cannot be assured that the markets for these products and services will develop or that we will be able to compete effectively or will generate significant revenues in these new areas. Many companies of all sizes, including major pharmaceutical companies and specialized biotechnology companies, are engaged in redesigning approaches to clinical-level medical care and precision oncology. Competitors operating in these potential new business areas may have substantially greater financial and other resources, larger research and development staff and more experience in these business areas. There can be no assurances that if we undertake to enter into any of the new business areas, the market will accept our offerings, or that such offerings will generate significant revenues for us.

We may incur debt or assume contingent or other liabilities or dilute our shareholders in connection with acquisitions or strategic alliances.

We may issue equity securities to pay for future acquisitions or strategic alliances, which could be dilutive to existing shareholders. We may incur debt or assume contingent or other liabilities in connection with acquisitions and strategic alliances, which could impose restrictions on our business operations and harm our operating results. Further, any additional equity financing, debt financing, or credit facility used for such

 

20


Table of Contents

acquisitions may not be on favorable terms, and any such financing or facility may place restrictions on our business. In addition, to the extent that the economic benefits associated with any of our acquisitions diminish in the future, we may incur incremental operating losses, and may be required to record additional write downs of goodwill, intangible assets or other assets associated with such acquisitions, which would adversely affect our operating results.

If we fail to implement and maintain an effective system of internal controls in the future, we may be unable to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the market price of the Class A Ordinary Shares and the Warrants.

We are a public company subject to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which require that we include a report from management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2023. In addition, once we cease to be an “emerging growth company” as such term is defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and if we are not a non-accelerated filer by then, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. We may be unable to timely complete the evaluation testing and any required remediation.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2022. However, there is no assurance that we will not have any material weakness or deficiencies in the future. Even effective internal control can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Any failure to remediate the deficiencies, or the development of new deficiencies or material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements, which in turn could have a material adverse effect on our financial condition.

Ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets or inaccurate reporting of financial conditions and results of operations and subject us to potential delisting from the stock exchange on which we are listed, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, result in deterioration in our financial condition and results of operations, and lead to a decline in the market price of the Class A Ordinary Shares and the Warrants.

Unfavorable economic and political conditions in Hong Kong and other parts of Asia could materially and adversely affect our business, financial condition, and results of operations.

Like many other companies that operate in Asia, our business will be materially affected by economic and political conditions in Asia, which could be negatively impacted by many factors beyond our control, such as inability to access capital markets, control of foreign exchange, changes in exchange rates, rising interest rates or inflation, slowing or negative growth rate, government involvement in allocation of resources, inability to meet financial commitments in a timely manner, terrorism, political uncertainty, epidemic or pandemic, civil unrest, fiscal or other economic policy of governments, and the timing and nature of any regulatory reform. The recent geo-political uncertainties may also give rise to uncertainties in global economic conditions and adversely affect general investor confidence.

 

21


Table of Contents

Political unrest such as protests or demonstrations could disrupt economic activities and adversely affect our business. There can be no assurance that these protests and other economic, social, or political unrest in the future will not have a material adverse effect on our financial conditions and results of operations.

The mainland Chinese government has significant oversight, discretion and control over the manner in which companies incorporated under the laws of mainland China must conduct their business activities, but as we operate in Hong Kong and not mainland China, the mainland Chinese government currently does not exert direct oversight and discretion over the manner in which we conduct our business activities. However, there is no guarantee that the mainland Chinese government will not seek to intervene or influence our operations at any time. If we were to become subject to such oversight, discretion or control, including over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline.

We currently do not have any business operations in mainland China or generate revenues from any business in mainland China. However, because of our substantial operations in Hong Kong and given the mainland Chinese government’s significant oversight authority over the conduct of business in Hong Kong generally, there is no guarantee that we will not be subject to such direct influence or intervention in the future due to changes in laws or other unforeseeable reasons. There is always a risk that the mainland Chinese government may, in the future, seek to affect operations of any company with any level of operations in mainland China or Hong Kong, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment.

We depend on the information systems of our own and those of third parties for the effective service on our websites, mobile applications, or in our computer or logistics systems, and the overall effective and efficient functioning of our business. Failure to maintain or protect our information systems and data integrity effectively could harm our business, financial condition and results of operations.

We depend on our information systems and for the effective and efficient functioning of our business, including the manufacture, distribution and maintenance of our genetic testing kits, as well as for accounting, data storage, compliance, purchasing and inventory management. Our and our third-party collaborator’s information systems may be subject to computer viruses, ransomware or other malware, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, damage or interruption from fires or other natural disasters, hardware failures, telecommunication failures and user errors, among other malfunctions and other cyber-attacks. We and our third-party collaborators could be subject to an unintentional event that involves a third-party gaining unauthorized access to our systems, which could disrupt our operations, corrupt our data or result in release of our confidential information. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy and even then may not be able to be remedied in full. Although the aggregate impact of the foregoing on our operations and financial condition has not been material to date, we may have been and going forward will continue to be the target of events of this nature as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry. Third parties upon whom we rely or with whom we have business relationships, including our customers, collaborators, suppliers, and others are subject to similar risks that could potentially have an adverse effect on our business.

Technological interruptions could disrupt operations, including the ability to timely ship and track product orders, project inventory requirements, manage supply chain and otherwise adequately service our customers or disrupt our customers’ ability to use our test kits. In addition, we rely heavily on providers of transport services for reliable and secure point-to-point transport of test kits to our customers and users and for tracking of these shipments. Should a carrier encounter delivery performance issues such as loss, damage or destruction of any systems, it would be costly to replace such systems in a timely manner and such occurrences may damage our reputation and lead to decreased demand for our test kits and increased cost and expense to our business.

 

22


Table of Contents

Additionally, our business model is dependent on our ability to deliver various test kits to customers and have such test kits processed and returned to us. This requires coordination between our logistics providers and third-party shipping services. Operational disruptions may be caused by factors outside of our control such as hostilities, political unrest, terrorist attacks, natural disasters, pandemics and public health emergencies, affecting the geographies where our operations and customers are located.

We may not be effective at preventing or mitigating the effects of such disruptions, particularly in the case of a catastrophic event. In addition, operational disruptions may occur during the holiday season, causing delays or failures in deliveries of test kits. Any such disruption may result in lost revenues, a loss of customers and reputational damage, which would have an adverse effect on our business, results of operations and financial condition.

In the event we or our third-party collaborators experience significant disruptions, we may be unable to repair such systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of our entire operation and harm our business, financial condition and results of operations. Currently, we carry business interruption coverage to mitigate certain potential losses but this insurance is limited in amount and jurisdiction, and subject to deductibles, exclusions and limitations, and we cannot be certain that such potential losses will not exceed our policy limits. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance our existing systems. Failure to maintain or protect our information systems and data integrity effectively could harm our business, financial condition and results of operations.

Risks Relating to Acquisitions

We have engaged in and may continue to engage in acquisitions, investments or strategic alliances in the future, which could require significant management attention and resources, may not achieve their intended results and could adversely affect our business, financial condition and results of operations.

We acquired 74.39% of the equity interest in ACT Genomics Holdings Company Limited, or ACT Genomics, an Asia based genomics company specializing in precision oncology with operations in Hong Kong, Taiwan, Japan, Singapore, Thailand and the U.K. in December 2022 pursuant to the ACT Sale and Purchase Agreements. With this acquisition, we intend to expand our business in precision oncology. We may not succeed in integrating our business with ACT Genomics’ business successfully and realize the anticipated synergies and related benefits. We may further pursue acquisitions of businesses and assets in the future. We may pursue strategic alliances and additional joint ventures that could leverage our platform and industry experience to expand our offerings or distribution. However, we may not be able to find suitable partners or acquisition candidates in the future, and we may not be able to complete such transactions on favorable terms, if at all. We may not be able to integrate these acquisitions successfully into its existing business, and we could assume unknown or contingent liabilities. Any acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, any pursuit of an acquisition and any potential integration of an acquired company also may disrupt ongoing operations and divert management attention and resources that we would otherwise focus on developing our existing business. We may experience losses related to investments in other companies, which could have a material negative effect on our results of operations and financial condition. We may not realize the anticipated benefits of any acquisition, technology license, strategic alliance or joint venture.

 

23


Table of Contents

We face additional risks as a result of the ACT Acquisition and may be unable to integrate our businesses successfully and realize the anticipated synergies and related benefits of the ACT Acquisition or do so within the anticipated timeframe.

In pursuit of building our product pipeline in early testing and detection of cancer, we completed the ACT Acquisition on December 30, 2022. As a result of the ACT Acquisition, we face various additional risks, including, among others, the following:

 

   

difficulties in integrating and managing the combined operations of ACT Genomics, and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;

 

   

disruption to ACT Genomics’ business and operations and relationships with service providers and/or other third parties;

 

   

loss of key employees of ACT Genomics and other challenges associated with integrating new employees into our culture, as well as reputational harm if integration is not successful;

 

   

failure to successfully realize our intended business strategy;

 

   

increase in the operating losses that we expect to incur in future periods;

 

   

diversion of management time and focus from operating our business to addressing ACT Acquisition integration challenges;

 

   

diversion of significant resources from the ongoing development of our existing products, services, and operations;

 

   

regulatory complexities of integrating or managing the combined operations or expanding into other industries or parts of the healthcare industry;

 

   

regulatory developments or enforcement trends focusing on corporate practice of medicine;

 

   

greater than anticipated costs related to the integration of ACT Genomics’ business and operations into ours;

 

   

increase in compliance and related costs associated with the addition of a regulated business;

 

   

responsibility for the liabilities of ACT Genomics, including those that were not disclosed to us or exceed our estimates, as well as, without limitation, liabilities arising out of their failure to maintain effective data protection and privacy practices controls and comply with applicable regulations; and

 

   

potential accounting charges to the extent intangibles recorded in connection with the ACT Acquisition, such as goodwill, trademarks, client relationships, or intellectual property, are later determined to be impaired and written down in value.

Our ability to execute all such plans will depend on various factors, many of which remain outside our control. Any of these risks could adversely affect our business, financial condition and results of operations.

In addition, the process of integrating ACT Genomics’ operations into our operations could result in unforeseen operating difficulties and require significant resources. If we are unable to successfully integrate the duties, responsibilities, and other factors of interest to the management and employees of the acquired business, we could lose employees to our competitors, which could significantly affect our ability to operate the business and complete the integration. If we are unable to implement and retain uniform standards, controls, policies, procedures, and information systems, we may need to allocate additional resources to ensure smooth operations. If the integration process causes any delays with the delivery of our services, or the quality of those services, we could lose customers, which would reduce our revenues and earnings.

 

24


Table of Contents

Our acquisition may not be accretive, and may be dilutive, to our earnings per share, which may negatively affect the market price of our ordinary shares.

Our acquisition may not be accretive to our earnings per share. Our expectations regarding the timeframe in which a potential acquisition may become accretive to our earnings per share may not be realized. In addition, we could fail to realize all of the benefits anticipated in a potential acquisition or experience delays or inefficiencies in realizing such benefits. Such factors could, combined with the potential issuance of our ordinary shares in connection with a potential acquisition, result in such acquisition being dilutive to our earnings per share, which could negatively affect the market price of our ordinary share.

With respect to the ACT Acquisition, the following factors, among others, could materially and adversely affect our results of operations or stock price:

 

   

expenses related to the acquisition process and impairment charges to goodwill and other intangible assets related to the ACT Acquisition;

 

   

the dilutive effect on earnings per share as a result of issuances of our ordinary share and incurring operating losses;

 

   

stock volatility due to investors’ uncertainty regarding the value of ACT Genomics;

 

   

diversion of capital from other uses;

 

   

failure to achieve the anticipated benefits of the ACT Acquisition in a timely manner, or at all; and

 

   

adverse outcome of litigation matters or other contingent liabilities assumed in or arising out of the ACT Acquisition.

We may incur various transaction costs and liabilities notwithstanding the due diligence reviews we performed in connection with acquisitions.

When we acquire businesses, products or technologies, our due diligence reviews are subject to inherent uncertainties and may not reveal all potential risks. We may therefore fail to discover or inaccurately assess undisclosed or contingent liabilities, including liabilities for which we may have responsibility as a successor to the seller or the target company. As a successor, we may be responsible for any past or continuing violations of law by the seller or the target company. Although we generally attempt to seek contractual protections, such as representations and warranties and indemnities, we cannot be sure that we will obtain such provisions in our acquisitions or that such provisions will fully protect us from all unknown, contingent or other liabilities or costs. In addition, claims against us relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the scope, duration or amount of the seller’s indemnification obligations.

While we performed significant due diligence reviews on ACT Genomics prior to signing the ACT Sale and Purchase Agreements, we are dependent on the accuracy and completeness of statements and disclosures made or actions taken by ACT Genomics, its representatives and its shareholders in connection with our due diligence reviews and our evaluation of the results of such due diligence. We did not control and may be unaware of activities of ACT Genomics prior to the ACT Acquisition, including, without limitation, intellectual property and other litigation or disputes, information security vulnerabilities, violations of laws, policies, rules and regulations, commercial disputes, tax liabilities and other liabilities.

Our post-closing recourse is limited under the ACT Sale and Purchase Agreements. If any issues arise post-closing, we may not be entitled to sufficient, or any, indemnification or recourse from ACT Genomics, sellers of shares of ACT Genomics or other parties involved in the ACT Sale and Purchase Agreements, which could have a material adverse impact on our business and results of operations.

 

25


Table of Contents

Risks Relating to Government Regulation

Our business collects and processes a large amount of data including personal information, and we will face legal, reputational, and financial risks if we fail to protect our customers’ data from security breaches or cyberattacks. We are also subject to various laws and regulations relating to privacy or the protection or transfer of data relating to individuals, and any change in such laws and regulations or any failure by us to comply with such laws and regulations could adversely affect our business.

We collect and store sensitive data, including personally identifiable information, genetic information, payment information, intellectual property and proprietary business information owned or controlled by ourselves, our customers, or other parties. We manage and maintain our data and applications utilizing cloud-based systems. We also protect sensitive customer data by logically segregating access and storage of personally identifiable and genetic data from other business operations involving data processing. We identify a variety of risks in connection of protecting the critical customer and business information, including loss of access risk, inappropriate disclosure, inappropriate modification, and the risk of us being unable to adequately monitor and modify controls over our critical information.

Any technical problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result in interruptions to our business and operations or exposure to security vulnerabilities. These types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or omissions, software errors, malware, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time, large third-party web hosting providers utilized by us may experience outages or other problems that would result in their systems being offline and inaccessible, which could materially impact our business and operations. In addition, our various customer tools and platforms are currently accessible through our online portal and/or through our mobile applications, which may also be exposed to security breaches.

The secure processing, storage, maintenance and transmission of critical customer and business information are vital to our operations and our business strategy. Although we devote significant resources to protecting such information and take what we believe to be reasonable and appropriate measures, including a formal and dedicated enterprise security program, to protect sensitive information from compromises such as unauthorized access, disclosure, or modification or lack of availability, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. We may be exposed to significant monetary damages which are not covered by our liability insurance. Further, a security breach could require us to expend substantial additional resources related to the security of our information systems and providing required breach notifications, diverting resources from other projects and disrupting our businesses.

In addition to data security risks, we also face data privacy risks. Should we actually violate, or be perceived to have violated, any privacy promises we make to our customers, we could be subject to a complaint from an affected individual or interested privacy regulator, such as the Office of the Privacy Commissioner for Personal Data in Hong Kong. This risk is heightened given the sensitivity of the data we collect. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory or contractual requirements could inhibit sales of our solutions, and any failure to comply with such laws, regulations and contractual requirements could lead to significant fines, penalties or other liabilities.

There has been unprecedented activity in the development of data protection regulation around the world, and as a result, the interpretation and application of consumer, health-related and data protection laws in Hong Kong, the U.K., Europe and other jurisdictions in which we conduct business are often uncertain, contradictory and in flux. Numerous local and international laws and regulations address privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data in jurisdictions where we operate, including the Personal Data (Privacy) Ordinance in Hong Kong, or “PDPO” and the U.K. GDPR. These laws, rules, and regulations evolve

 

26


Table of Contents

frequently and their scope may continually change, through new legislation, amendments to existing legislation, and changes in enforcement, and may be inconsistent from one jurisdiction to another.

The PDPO applies to data users that control the collection, holding, processing or use of personal data in Hong Kong and does not have extraterritorial effect. The PDPO does not specifically govern the use of human genetic data or other sensitive personal data, and we are subject to the general requirements under PDPO including to obtain the prescribed consent of the data subject and to take all practicable steps to protect the personal data held by data users against unauthorized or accidental access, loss or use. Breaches of the PDPO may lead to a variety of civil and criminal sanctions including fines up to HK$100,000 and imprisonment of up to two years. In addition, data subjects have a right to bring proceedings in court to seek compensation for damage.

We also have operations in the U.K. and the European Union and are therefore required to comply with increasingly complex and changing data security and privacy regulations in the U.K. and the European Union that regulate the collection, use and transfer of personal data, including the transfer of personal data between or among countries. For example, the European Union’s General Data Protection Regulation, or “GDPR,” now also enacted in the U.K., or “the U.K. GDPR,” as well as the U.K. Data Protection Act (2018), or “DPA,” have imposed stringent compliance obligations regarding the handling of personal data and have resulted in the issuance of significant financial penalties for noncompliance.

The U.K. GDPR and GDPR broadly apply to any entity established in the U.K. and the European Union as well as extraterritorially to any entity outside the U.K. and the European Union that offers goods or services to, or monitors the behavior of, individuals who are located in the U.K. and the European Union. The GDPR imposes strict requirements on controllers and processors of personal data, including enhanced protections for “special categories” of personal data, which includes sensitive information such as health and genetic information of data subjects. As a controller and processor of personal data, we are subject to extensive obligations related to the collection, recording, use, storage, disclosure and destruction of any test results and associated personal data by our services, laboratories, websites and applications in accordance with the various data protection principles prescribed under the U.K. GDPR, and “genetic data” and “data concerning health” which we collect in connection with our testing services constitute a special category of data under the U.K. GDPR and the DPA, and are subject to more stringent rules that provide more protection of such data given the sensitive nature. The U.K. GDPR and GDPR also grant individuals various rights to seek legal remedies in relation to their personal data if the individual believes his or her rights have been violated, including the rights of access, rectification, objection to certain processing and deletion. Failure to comply with the requirements of the GDPR or the related national data protection laws may result in significant administrative fines issued by the U.K. or European Union regulators. Under the U.K. GDPR, the Information Commissioner can impose significant administrative fines on both data controllers and data processors. There are two tiers of such fines, which are the higher of up to £8.7 million or 2% of global turnover, or the higher of up to £17.5 million or 4% of global turnover. Under the GDPR, maximum penalties for violations are capped at 20 million euros or 4% of an organization’s annual global revenue, whichever is greater.

Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our interpretations of the law or other obligations, practices, or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations, or obligations. If so, this could result in government-imposed fines or orders requiring us to change our commercial practices, which could disrupt our operations and adversely affect our business.

In addition, these privacy laws and regulations may differ from country to country and region to region, and our obligations under these laws and regulations vary based on the nature of our activities in the particular jurisdiction, such as whether we collect samples from individuals in the local jurisdiction, perform testing in the local jurisdiction, or process personal information regarding employees or other individuals in the local jurisdiction. Complying with changing regulatory requirements requires us to incur substantial costs, exposes us

 

27


Table of Contents

to potential regulatory action or litigation, and may require changes to our business practices in certain jurisdictions, any of which could materially and adversely affect our business operations and operating results. There is no assurance that we are or will remain in compliance with diverse privacy and data security requirements in all of the jurisdictions in which we currently operate and may operate in the future. Failure of us to comply with applicable laws or regulations or any other obligations relating to privacy, data protection, or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other data relating to our customers, or other individuals, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation and brand, discourage new and existing customers from using our platform, or result in fines, investigations, or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition, and results of operations.

Our products and services are and will continue to be subject to extensive regulation, compliance of which could be costly and time-consuming or may cause unanticipated delays or prevent the receipt of the required approvals to offer our products and services.

Our testing products are classified as medical devices and the manufacture, labeling, advertising, promotion, post-market surveillance and marketing of medical devices are subject to extensive regulation in various jurisdictions in which we operate. Government regulation of medical devices is meant to assure their safety and effectiveness, and includes regulation of, among other things:

 

   

design, development and manufacturing;

 

   

testing, labeling, including directions for use, processes, controls, quality assurance, packaging, storage, distribution, installation and servicing;

 

   

clinical trials and validation studies;

 

   

registration and listing;

 

   

marketing, sales and distribution;

 

   

recordkeeping procedures;

 

   

advertising and promotion;

 

   

pre-market authorization;

 

   

corrections, removals and recalls;

 

   

post-market surveillance, including reporting of deaths or serious injuries, and malfunctions that, if they were to recur, would be likely to cause or contribute to a death or serious injury; and

 

   

product import and export.

In Hong Kong, medical device manufacturers may voluntarily complete an application and registration with the Medical Device Division of the Department of Health of Hong Kong in the Medical Device Administrative Control System, for which the applicant must demonstrate the safety and performance of the medical devices by submitting a number of supporting documents including test reports of the device’s chemical, physical and biological properties, and a performance evaluation report including evaluation of analytical performance and clinical performance of the device to demonstrate that the device achieves its intended purpose. In the U.K. and the European Union, IVD devices must comply with the essential safety, health, design and manufacturing requirements under EU IVDD. Beginning in January 1, 2021, IVD device manufacturers can also sell a device by registering with the MHRA. Under the MHRA requirements, IVD devices must meet essential requirements according to Part IV MDR 2002 Annex I and be registered with the MHRA.

If regulatory authorities conclude that any aspect of our business operations does not comply with applicable law, we may be subject to penalties and other damages and sales of our testing products may also suffer.

 

28


Table of Contents

In addition, any material deficiencies or defects in design or manufacture that could affect patient safety or quality issues can both harm our business reputation and result in substantial costs and write-offs, which in either case could materially harm our business and financial results.

We plan to expand our business and operations internationally to various jurisdictions in which we do not currently operate and where we have limited operating experience, all of which exposes us to business, regulatory, political, operational and financial risk.

One of our key business strategies is to pursue international expansion of our business operations and market our products in multiple jurisdictions.

As a result, we expect that our business will be subject to a variety of risks associated with doing business internationally, including an increase in our expenses and diversion of the management’s attention from other aspects of our business. Accordingly, our business and financial results in the future could be adversely affected due to a variety of factors, including:

 

   

political, social and/or economic instability;

 

   

risks related to governmental regulations in foreign jurisdictions and unexpected changes in regulatory requirements and enforcement;

 

   

fluctuations in currency exchange rates;

 

   

higher levels of credit risk and payment fraud;

 

   

burdens of complying with a variety of foreign laws;

 

   

complexities and difficulties in obtaining intellectual property protection and reduced protection for intellectual property rights in some countries;

 

   

difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;

 

   

management of tax consequences and compliance; and

 

   

other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions.

In addition, we may be subject to increased regulatory risks and local competition in various jurisdictions where we plan to expand operations but have limited operating experience. Such increased regulatory burden and competition may limit the available market for our products and services and increase the costs associated with marketing the products and services where we are able to offer our products. If we are unable to manage the complexity of global operations successfully, or fail to comply with any of the regulations in other jurisdictions, our financial performance and operating results could suffer.

Risks Relating to Intellectual Property and Legal Proceedings

We may be subject to legal proceedings and litigation, which are costly to defend, and adverse publicity about any investigation, litigation, regulatory or legal action against us or our senior management could harm our reputation and business.

We and our management may become, involved in legal proceedings relating to patent and other intellectual property matters, product liability claims, employee claims, tort or contract claims, regulatory investigations, and other legal proceedings or investigations, which could have a negative impact on our reputation, business and financial condition and divert the attention of the management from the operation of our business.

Litigation and other legal proceedings are inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how we operate our business. We could incur judgments

 

29


Table of Contents

or enter into settlements of claims for monetary damages or for agreements to change the way we operate our business, or both. There may be an increase in the scope of these matters or there may be additional lawsuits, claims, proceedings or investigations in the future, which could harm our business, financial condition and results of operations.

In addition, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our test kits, even if the regulatory or legal action is unfounded or not material to our operations.

We depend, and may depend in the future, on intellectual property licensed from third parties for development and commercialization of certain products, and the termination of the licenses or other agreements permitting us to use such intellectual property or failure of such third parties to maintain or protect such intellectual property could result in the loss of significant rights by us, which would harm our business.

We depend, and may depend in the future, on intellectual property licensed from third parties for the development and commercialization of our diagnostic and precision oncology products. The inability to license such intellectual property on favorable terms, including obtaining exclusive rights in relevant jurisdictions, and the termination of such licenses or other agreements permitting us to use such intellectual property, could adversely affect our business.

For example, we are dependent on the exclusive license from New Horizon Health to market, promote, sell, distribute, and to provide testing services using the ColoClear technology for diagnostic use for colorectal cancer and adenoma in Hong Kong, Macau and the Philippines under Prenetics HK’s collaboration agreement with New Horizon Health and NHH Hangzhou (the “New Horizon Agreement”) entered into in July 2019 and a supplemental agreement entered into in December 2019. Under the New Horizon Agreement, Prenetics HK has the right to apply for applicable FDA approval for the ColoClear product, if required. All intellectual property developed or generated based on or in connection with the collaboration shall be jointly owned by New Horizon Health and Prenetics HK. New Horizon Health shall have the right of first refusal to license such newly developed intellectual property to any third parties. Co-owned intellectual property rights will limit our ability to use and exploit such intellectual property and New Horizon Health, as the other co-owner, may license rights to third parties, including our competitors, who could market competing products and technology. In addition, we may need the cooperation of any such joint owners in order to enforce such intellectual property against third parties, and such cooperation may not be provided. We cannot provide any assurance with respect to the success of any research, development or commercialization efforts pursuant to the New Horizon Agreement. In addition, Prenetics HK splits the gross income generated in connection with the ColoClear product and its related services with New Horizon Health.

Either New Horizon Health or Prenetics HK has the right to terminate the New Horizon Agreement at any time during the initial term of five years for convenience by providing the other party with three-months’ prior written notice.

If the New Horizon Agreement were to be terminated, we will lose licenses for intellectual property that are important to our business, and as a result, we may not be able to continue developing, selling or commercializing our test kits for colorectal cancer. This would adversely affect our competitive business position and harm our business prospects. Moreover, disputes, arbitration, litigation or other proceedings with New Horizon could last for an extended period of time, may not be resolved in a favorable manner and could result in substantial damages payable by us and would divert management’s attention.

We rely substantially on our trademarks and trade names. If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be harmed.

We rely substantially upon trademarks and trade names to build and maintain the integrity of our brands. Our registered and unregistered trademarks or trade names may be challenged, infringed, circumvented, declared

 

30


Table of Contents

unenforceable or determined to be violating or infringing on other intellectual property rights. We may not be able to protect or enforce our rights to these trademarks and trade names, which we rely upon to build name recognition among potential partners and customers, including that our trademark applications may not be approved by the applicable trademark authority. Our trademarks, including our registered trademarks, could also be the subject of challenges by third parties. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. In addition, there could be potential trade name or trademark infringement or dilution claims brought by owners of other trademarks against us. Further, at times, competitors or other third parties may adopt trade names or trademarks similar to those of us, thereby impeding our ability to build brand identity and possibly leading to market confusion. Asserting claims against such third parties may be prohibitively expensive. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Any of our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names or other intellectual property may be ineffective, could result in substantial costs and diversion of resources and could harm our business, financial condition and results of operations.

Risks Relating to Our Securities

Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our Class A Ordinary Shares and Warrants to fall.

The Selling Securityholders can resell, under this prospectus, up to (a) 67,949,696 Class A Ordinary Shares constituting (on a post-exercise basis) approximately 49.6% of our issued and outstanding Class A Ordinary Shares as of April 18, 2023 (assuming and after giving effect to the issuance of shares upon the exercise of all outstanding Warrants) and (b) 6,041,007 Warrants constituting approximately 34.8% of our issued and outstanding Warrants as of April 18, 2023. Sales of a substantial number of Class A Ordinary Shares and/or Warrants by the Selling Securityholders and/or by our existing securityholders, or the perception that those sales might occur, could depress the market price of our Class A Ordinary Shares and Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares and Warrants. See also “— Future resales of our ordinary shares issued to our shareholders and other significant shareholders may cause the market price of our Class A Ordinary Shares to drop significantly, even if our business is doing well.”

This prospectus relates to, among other things, the resale from time to time by the Selling Securityholders of up to (A) 60,156,798 Class A Ordinary Shares, which includes (i) 6,913,200 Class A Ordinary Shares issued in the PIPE Investment at an effective price of $7.75 per share (assuming no value is assigned to the Artisan Private Warrants issued to the Forward Purchase Investors referred to in clause (B)), pursuant to the Amended PIPE Subscription Agreements, (ii) 7,740,000 Class A Ordinary Shares issued to the Forward Purchase Investors at an effective price of $7.75 per share, pursuant to the Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation and Amendment, (iii) 6,933,558 Class A Ordinary Shares issued to the Sponsor pursuant to the Initial Merger, which shares were exchanged from the Artisan Public Shares which were issued upon conversion of the Founder Shares originally issued as set forth in the immediately following paragraph, (iv) 100,000 Class A Ordinary Shares issued to certain Artisan directors pursuant to the Initial Merger, which shares were exchanged from the Artisan Public Shares which were issued upon conversion of the Founder Shares originally issued as set forth in the immediately following paragraph, (v) 9,713,864 Class A Ordinary Shares issuable upon the conversion of 9,713,864 Class B Ordinary Shares issued to Da Yeung Limited pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares and Series A preferred shares of Prenetics originally issued by Prenetics at a weighted average effective price of $0.04 per share, as adjusted for the Exchange Ratio, (vi) 1,881,844 Class A Ordinary Shares issued to Avrom Boris Lasarow pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at an effective price of $1.60 per share, as adjusted for the Exchange Ratio, (vii) 3,840,716 Class A Ordinary Shares issued to For Excelsiors Limited pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at a weighted average effective price

 

31


Table of Contents

of $0.03 per share, as adjusted for the Exchange Ratio, (viii) 12,660,138 Class A Ordinary Shares issued to Prudential Hong Kong Limited pursuant to the Acquisition Merger, which shares were exchanged from Series C preferred shares of Prenetics originally issued by Prenetics at an effective price of $1.60 per share, as adjusted for the Exchange Ratio, (ix) 9,206,785 Class A Ordinary Shares issued to Genetel Bioventures Limited pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at a weighted average effective price of $0.07 per share, as adjusted for the Exchange Ratio, (x) 789,282 Class A Ordinary Shares issued to Cui Zhanfeng pursuant to the Acquisition Merger, which shares were exchanged from ordinary shares of Prenetics originally issued by Prenetics at a weighted average effective price of $2.25 per share, as adjusted for the Exchange Ratio, and (xi) 377,411 Class A Ordinary Shares issued to Lucky Rider Investments Limited pursuant to the Acquisition Merger, which shares were exchanged from Series D preferred shares of Prenetics originally issued by Prenetics at an effective price of $2.25 per share, as adjusted for the Exchange Ratio; (B) 6,041,007 Warrants issued to the Sponsor and the Forward Purchase Investors pursuant to the Initial Merger, which were exchanged from Artisan Private Warrants originally issued to the Sponsor at a purchase price of $1.50 and to the Forward Purchase Investors (together with the issuance of Class A Ordinary Shares) pursuant to the Amended Forward Purchase Agreements and the Deeds of Amendment to Deed of Novation and Amendment; and (C) up to 7,792,898 Class A Ordinary Shares issuable upon exercises of the Private Warrants.

Prior to the consummation of Artisan’s IPO, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Artisan subsequently effected a share recapitalization and issued an additional 1,500,000 Founder Shares to the Sponsor for no consideration. The Sponsor subsequently transferred an aggregate of 100,000 Founder Shares to certain Artisan Directors for no consideration and an aggregate of 750,000 Founder Shares to the Forward Purchase Investors pursuant to the Forward Purchase Agreements, and forfeited 141,442 Founder Shares as the over-allotment option of the underwriters of Artisan’s IPO was not exercised in full, resulting in the Sponsor owning 9,133,558 Founder Shares. Pursuant to the Sponsor Agreement and the Initial Merger, all 9,133,558 Founder Shares were converted into Artisan Public Shares which were then exchanged for an aggregate of 6,933,558 Class A Ordinary Shares upon the closing of the Initial Merger. This resulted in an effective price of approximately $0.004 per share for each of the shares received by the Sponsor pursuant to the Initial Merger and being registered for resale by the Sponsor (or its transferees) pursuant to this registration statement.

Even though the current trading price of the Class A Ordinary Shares is below $10.00, which is the price at which the units were issued in Artisan’s IPO, the Sponsor (or its transferees) and certain other Selling Securityholders have an incentive to sell their Class A Ordinary Shares because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors in Artisan’s IPO or the current trading price of our Class A Ordinary Shares. Public investors may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices that they paid and the current trading price. Based on the closing prices of our Class A Ordinary Shares and Warrants as of April 28, 2023, (i) the Selling Securityholders that were formerly securityholders of Prenetics may experience profit ranging from $0.00 to $0.80 per share, (ii) the Sponsor (or its transferees) may experience profit of up to $0.83 per share, or up to approximately $5.8 million in the aggregate, and (iii) the Artisan Directors may experience profit of up to $0.83 per share, or up to approximately $83,000 in the aggregate.

A certain number of our Warrants have become exercisable for our Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Our Warrants to purchase up to 22,384,585 Class A Ordinary Shares have become exercisable on June 17, 2022 in accordance with the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement governing those securities. The exercise price of the Warrants is $8.91 per 1.29 shares (or an effective price of $6.91 per share), subject to adjustment pursuant to the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement. See also “— A provision in the Existing

 

32


Table of Contents

Warrant Agreement may result in additional dilution to our shareholders.” To the extent such Warrants are exercised, additional Class A Ordinary Shares will be issued, which will result in dilution to the existing holders of Class A Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of Class A Ordinary Shares. Assuming the exercise of all outstanding warrants for cash, we would receive aggregate proceeds of approximately $154.6 million. However, we will only receive such proceeds if all the Warrant holders exercise all of their Warrants. We believe that the likelihood that warrant holders determine to exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. If the market price for our Class A Ordinary Shares is less than the exercise price of the warrants (on a per share basis), we believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such proceeds. As of April 28, 2023, the closing price of our Class A Ordinary Shares was $0.83 per share. There is no guarantee that the Warrants will ever be “in the money” prior to their expiration, and as such, the Warrants may expire worthless.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about us, our share price and trading volume could decline significantly.

The trading market for our Class A Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of us, or if these securities or industry analysts are not widely respected within the general investment community, the demand for our Class A Ordinary Shares could decrease, which might cause its share price and trading volume to decline significantly. In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade their assessment or publish inaccurate or unfavorable research about our business, the market price and liquidity for our Class A Ordinary Shares and Warrants could be negatively impacted.

Future resales of our ordinary shares issued to our shareholders and other significant shareholders may cause the market price of our Class A Ordinary Shares to drop significantly, even if our business is doing well.

Pursuant to our Shareholder Support Agreements and the Sponsor Support Agreement, the Sponsor and certain of our shareholders are restricted, subject to certain exceptions, from selling any of our ordinary shares that they receive as a result of the share exchange in the Business Combination. As certain restrictions have recently expired or will expire, additional ordinary shares are be eligible for resale as follows:

 

   

On November 14, 2022, which was 180 days after the consummation of the Business Combination, up to 71,804,039 ordinary shares held by certain of our shareholders;

 

   

On November 18, 2022, which was 6 months after the consummation of the Business Combination, up to 8,323,711 ordinary shares held by Danny Yeung and Sponsor; and

 

   

12 months after the consummation of the Business Combination, up to 8,323,711 ordinary shares held by Danny Yeung and Sponsor.

Subject to our Shareholder Support Agreements and the Shareholder Support Agreement Joinder, certain of our shareholders party thereto may sell our ordinary shares pursuant to Rule 144 under the Securities Act, if available. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including the rules that apply because we were once a shell company.

Upon expiration or waiver of the applicable lock-up periods, and upon effectiveness of this registration statement, which we filed pursuant to the Registration Rights Agreement, PIPE Subscription Agreements, the Forward Purchase Agreements or upon satisfaction of the requirements of Rule 144 under the Securities Act,

 

33


Table of Contents

certain of our shareholders and certain other significant shareholders may sell large amounts of our ordinary shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our Class A Ordinary Shares. See “Shares Eligible for Future Sale — Rule 144.”

A market for our Class A Ordinary Shares and Warrants may not develop, which would adversely affect the liquidity and price of our Class A Ordinary Shares.

An active trading market for our Class A Ordinary Shares and Warrants may never develop or, if developed, may not be sustained. You may be unable to sell your Class A Ordinary Shares unless a market can be established and sustained.

The trading prices of Class A Ordinary Shares and Warrants may be volatile and may fluctuate due to a variety of factors, some of which are beyond our control, including, but not limited to:

 

   

changes in the sectors in which we operate;

 

   

changes in its projected operating and financial results;

 

   

changes in laws and regulations affecting our business;

 

   

ability to continue to innovate and bring products to market in a timely manner;

 

   

changes in our senior management team, our board of directors or key personnel;

 

   

our involvement in litigation or investigations;

 

   

the anticipation of release of remaining lock-up restrictions;

 

   

negative publicity about us or our products;

 

   

the volume of Class A Ordinary Shares and Warrants available for public sale;

 

   

announcements of significant business developments, acquisitions, or new offerings;

 

   

general economic, political, regulatory, industry, and market conditions; and

 

   

natural disasters or major catastrophic events.

These and other factors may cause the market price and demand for our Class A Ordinary Shares and Warrants to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of Class A Ordinary Shares or Warrants. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of Class A Ordinary Shares or Warrants, we may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

The warrant agreement (the “Warrant Agreement”) governing the Warrants designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us in connection with such Warrants.

The Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) we irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action,

 

34


Table of Contents

proceeding or claim. We have waived any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any Warrants under the Warrant Agreement shall be deemed to have notice of and to have consented to the forum provisions of the Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such holder.

The choice-of-forum provision limits a Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, NASDAQ Global Market listing requirements and other applicable securities rules and regulations. As such, we incur relevant legal, accounting and other expenses, and these expenses may increase even more if we no longer qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We expect these laws and regulations to increase our legal and financial compliance costs and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.

Many members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. Furthermore, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and consequently we may be required to incur

 

35


Table of Contents

substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on our business, financial condition, results of operations, prospects and reputation.

We are an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares and Warrants less attractive to investors, which could have a material and adverse effect on us, including our growth prospects.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Shares held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period. We intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and we have different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

 

36


Table of Contents

As a result, our shareholders may not have access to certain information they deem important or at the same time if we were not a foreign private issuer. We cannot predict if investors will find our Class A Ordinary Shares and Warrants less attractive because we rely on these exemptions. If some investors find our Class A Ordinary Shares and Warrants less attractive as a result, there may be a less active trading market and share price for our Class A Ordinary Shares and Warrants may be more volatile.

We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about us than you would receive about a U.S. domestic public company.

We could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements, and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the price of our Class A Ordinary Shares and could diminish our cash reserves.

On November 30, 2022, our board of directors authorized a share repurchase program, under which we may repurchase up to US$20 million of our Class A Ordinary Shares in the open market over the following 24 months. The share repurchase program, authorized by our board of directors, does not obligate us to repurchase any specific dollar amount or to acquire any specific number of Class A Ordinary Shares. The share repurchase program could affect the price of our Class A Ordinary Shares and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our Class A Ordinary Shares.

 

37


Table of Contents

As a company incorporated in the Cayman Islands and a “controlled company” within the meaning of the NASDAQ corporate governance rules, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NASDAQ corporate governance listing standards applicable to domestic U.S. companies or rely on exemptions that are available to a “controlled company”; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NASDAQ corporate governance listing standards.

We are a company incorporated in the Cayman Islands and are listed on NASDAQ as a foreign private issuer. NASDAQ rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards applicable to domestic U.S. companies.

We are a “controlled company” as defined under the NASDAQ rules because Mr. Yeung, chairman of our board of directors and our chief executive officer, owns more than 50% of the total voting power of all issued and outstanding our Ordinary Shares. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from NASDAQ corporate governance rules.

As a foreign private issuer and a “controlled company,” we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors; (iv) an exemption from the requirement that an audit committee be comprised of at least three members; (v) an exemption from the requirement that an annual general meeting must be held; (vi) an exemption from the requirement that we must obtain shareholder approval prior to a plan or other equity compensation arrangement is established or materially amended; and (vii) an exemption from the requirement to obtain shareholder approval for issuing additional securities exceeding 20% of our outstanding ordinary shares. We intend to rely on all of the foregoing exemptions available to foreign private issuers and “controlled company.” We are not required to and will not voluntarily meet this requirement.

As a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ applicable to companies that are subject to these corporate governance requirements.

We may issue additional securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of our shares.

We may issue additional Class A Ordinary Shares, Class B Ordinary Shares convertible into Class A Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of the Class A Ordinary Shares in certain circumstances, including as consideration for strategic acquisitions such as what we did with a portion of the consideration for the acquisition of ACT Genomics. Our issuance of additional Class A Ordinary Shares, Class B Ordinary Shares, or other equity or convertible debt securities of equal or senior rank would have the following effects: (i) our existing shareholders’ proportionate ownership interest in us may decrease; (ii) the relative voting power of each previously outstanding Class A Ordinary Share may be diminished; and (iii) the market price of Class A Ordinary Shares may decline.

We have granted in the past, and we will also grant in the future, share incentives, which may result in increased share-based compensation expenses.

In August 2017, Prenetics HK’s board of directors adopted and the Prenetics HK’s shareholders approved the 2017 Share Entitlement/Option Scheme, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with Prenetics HK,

 

38


Table of Contents

which was replaced by the 2021 Share Incentive Plan adopted by Prenetics’ board of directors in June 2021, or the Prenetics 2021 Plan. No further awards will be granted under the Prenetics 2021 Plan. We approved and adopted the 2022 Share Incentive Plan, or the 2022 Plan. Initially, the maximum number of ordinary shares that may be issued under the 2022 Plan is (i) 10% of the total number of our Ordinary Shares that were outstanding (on a fully diluted basis) as of the date of consummation of the Business Combination (inclusive of the award pool that remains authorized but unissued prior to the consummation of the Business Combination), plus (ii) the number of shares reserved for issuance in accordance with our employee share purchase program, the maximum number being 2% of the total number of our Ordinary Shares that were outstanding (on a fully diluted basis) as of the date of consummation of the Business Combination. In addition, the number or ordinary shares that may be issued under the 2022 Plan will be increased on the first day of each calendar year, in an amount equal to the lesser of (A) three percent (3%) of the total number of Shares issued and outstanding on an as-converted fully-diluted basis on the last day of the immediately preceding fiscal year and (B) such number of ordinary shares determined by our board of directors. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and as such, we will also grant share-based compensation and incur share-based compensation expenses in the future. As a result, expenses associated with share-based compensation may increase, which may have an adverse effect on our financial condition and results of operations.

Our dual-class voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our authorized and issued ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one (1) vote, while each Class B Ordinary Share is entitled to twenty (20) votes with all Ordinary Shares voting together as a single class on most matters. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Only Class A Ordinary Shares are listed and traded on NASDAQ, and we intend to maintain the dual-class voting structure.

Mr. Yeung beneficially owns all of the issued Class B Ordinary Shares. As of April 18, 2023, these Class B Ordinary Shares constitute approximately 14.16% of our total issued and outstanding shares and 76.74% of the aggregate voting power of our total issued and outstanding shares due to the disparate voting powers associated with our dual-class share structure. As a result of the dual-class share structure and the concentration of control, holders of Class B Ordinary Shares have considerable influence over matters such as decisions regarding election of directors and other significant corporate actions. This concentration of control may discourage, delay, or prevent a change in control of us, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of us and may reduce our share price. This concentrated control will limit the ability of holders of Class A Ordinary Shares to influence corporate matters and could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

A provision in the Existing Warrant Agreement will result in additional dilution to our shareholders.

Because we issued additional Class A Ordinary Shares for capital raising purposes in connection with the Business Combination at an effective issue price of $7.75 per Class A Ordinary Share (the “Newly Issued Price”) and the aggregate gross proceeds from such issuances represented more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of redemptions), pursuant to the Existing Warrant Agreement, if the volume weighted average trading price of our Class A Ordinary Shares during the 20-trading day period starting on the trading day prior to the day on which we consummated the Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price

 

39


Table of Contents

applicable to our Warrants and described in the Existing Warrant Agreement will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price applicable to our Warrants and described in the Existing Warrant Agreement will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of June 14, 2022, the Market Value was determined to be $5.41 per share. As a result, effective after the close of trading on June 14, 2022: (i) the exercise price of the Warrants was adjusted from $11.50 per 1.29 shares to $8.91 per 1.29 shares (representing 115% of the Newly Issued Price); (ii) the $18.00 per share redemption trigger price applicable to the Warrants and described in the Existing Warrant Agreement was adjusted to $13.95 per share (representing 180% of the Newly Issued Price); and (iii) the $10.00 per share redemption trigger price applicable to the Warrants and described in the Existing Warrant Agreement was adjusted to $7.75 per share (representing the Newly Issued Price). Such adjustment under the foregoing provisions will result in additional dilution to our shareholders.

Risks Relating to Taxation

We may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares or Warrants.

Depending on the value of our assets, which is determined based, in part, on the market value of our ordinary shares, and the nature of our assets and income over time, we could be classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income; or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). Based on our income and assets and the market value of our ordinary shares, we believe that we were not a PFIC for the taxable year ended December 31, 2022.

There can be no assurance regarding our PFIC status for the current taxable year or foreseeable future taxable years, however, because our PFIC status is a factual determination made annually that will depend, in part, upon the composition of our income and assets. The value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined in part by reference to the market price of our ordinary shares from time to time (which may be volatile). Because we will generally take into account our current market capitalization in estimating the value of our goodwill and other unbooked intangibles, our PFIC status for the current taxable year and foreseeable future taxable years may be affected by our market capitalization. Recent fluctuations in our market capitalization create a material risk that we may be classified as a PFIC for the current taxable year and foreseeable future taxable years. In addition, the composition of our income and our assets will be affected by how, and how quickly, we spend our liquid assets. Under circumstances where our revenue from activities that produce passive income significantly increases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules, it is possible that the Internal Revenue Service may challenge our classification of certain income or assets as non-passive, or our valuation of our goodwill and other unbooked intangibles, each of which could cause us to become classified as a PFIC for the current or subsequent taxable years.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined in the section entitled “Taxation — U.S. Federal Income Tax Considerations to U.S. Holders”) holds our ordinary shares or Warrants, the U.S. Holder may be subject to certain adverse U.S. federal income tax consequences. Additionally, if we are a PFIC for any taxable year during which U.S. Holders hold our ordinary shares or Warrants, we would generally continue to be treated as a PFIC with respect to such U.S. Holders even if we do not satisfy either of the above tests to be classified as a PFIC in a subsequent taxable year. Please see the section entitled “Taxation — U.S. Federal Income Tax Considerations to U.S. Holders — Passive Foreign Investment Company Status.”

 

40


Table of Contents

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our total capitalization, on an actual basis as of December 31, 2022. The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information included in this prospectus, any prospectus supplement or incorporated by reference in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

 

     As of December 31, 2022  
     Actual  
     ($ in thousands)  

Cash and cash equivalents

   $ 146,660  
  

 

 

 

Total equity:

     243,463  

Total capitalization

     243,463  
  

 

 

 

 

41


Table of Contents

SELECTED HISTORICAL FINANCIAL DATA

The following tables present our selected consolidated financial and other data. The selected consolidated statements of profit or loss and other comprehensive income data for the years ended December 31, 2022, 2021 and 2020 and consolidated statements of financial position data as of December 31, 2022 and 2021 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with IFRS. The historical results included below and elsewhere in this prospectus are not indicative of our future performance.

 

    For the Years Ended December 31,
 
    2022     2021     2020  

Selected Statement of Profit or Loss and Other Comprehensive Income Data:

     

Revenue

  $ 275,761,298     $ 275,852,753     $ 65,179,515  

Restructuring costs in relation to diagnostic business

    (30,378,741     —         —    

Operating expenses

    (268,685,745     (286,070,281     (66,174,641

Loss from operations

    (23,303,188     (10,217,528     (995,126

Fair value loss on financial assets at fair value through profit or loss

    (9,363,495     (94,000     —    

Share-based payment on listing

    (89,546,601     —         —    

Fair value loss on convertible securities

    —         (29,054,669     (2,846,750

Fair value loss on preference shares liabilities

    (60,091,353     (125,398,798     —    

Fair value gain on warrant liabilities

    3,196,538       —         —    

Write-off on amount due from a shareholder

    —         (106,179     —    

Gain on bargain purchase

    —         117,238       —    

Loss on disposal of a subsidiary

    —         (292,132     —    

Other finance costs

    (4,198,184     (5,238,030     (59,567

Loss before taxation

    (183,306,283     (170,284,098     (3,901,443

Income tax (expense)/credit

    (7,147,104     (3,732,744     1,937,558  

Loss for the year

    (190,453,387     (174,016,842     (1,963,885

Loss attributable to:

     

Equity shareholders of Prenetics

    (190,453,333     (174,009,273     (1,939,689

Non-controlling interests

    (54     (7,569     (24,196

Loss for the year

    (190,453,387     (174,016,842     (1,963,885

Weighted average number of ordinary shares for the purpose of basic loss per share

    76,039,727       14,596,997       13,176,752  

Weighted average number of ordinary shares for the purpose of diluted loss per share

    76,039,727       14,596,997       13,176,752  

Basic loss per share

  $ (2.50   $ (11.92   $ (0.15

Diluted loss per share

    (2.50     (11.92     (0.15

 

42


Table of Contents
     As of December 31,  
     2022      2021  

Selected Statement of Financial Position Data:

     

Assets

     

Non-current assets

   $ 70,320,914      $ 41,614,789  

Current assets

     241,810,317        106,892,532  

Total assets

     312,131,231        148,507,321  

Liabilities

     

Preferred shares classified as non-current liabilities

     —          486,404,770  

Other non-current liabilities

     11,473,256        4,259,730  

Current liabilities

     57,195,115        58,737,734  

Total liabilities

     68,668,371        549,402,234  

Equity

     

Total equity/(equity deficiency) attributable to equity shareholders of Prenetics

     237,064,127        (400,809,938

Non-controlling interests

     6,398,733        (84,975

Total equity/(equity deficiency)

     243,462,860        (400,894,913

Total equity and liabilities

     312,131,231        148,507,321  

 

43


Table of Contents

USE OF PROCEEDS

All of the Class A Ordinary Shares or the Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Plan of Distribution.”

We will receive proceeds from the exercise of the Warrants for cash, if any. Assuming the exercise of all outstanding warrants for cash, we would receive aggregate proceeds of approximately $154.6 million. However, we will only receive such proceeds if all the Warrant holders exercise all of their Warrants. The exercise price of our Warrants is $8.91 per 1.29 shares (or an effective price of $6.91 per share), subject to adjustment. We believe that the likelihood that warrant holders determine to exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. If the market price for our Class A Ordinary Shares is less than the exercise price of the warrants (on a per share basis), we believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the warrants will be “in the money” prior to their expiration or that the warrant holders will exercise their warrants. As of April 28, 2023, the closing price of our Class A Ordinary Shares was $0.83 per share. Holders of the Private Warrants have the option to exercise the Private Warrants on a cashless basis in accordance with the Existing Warrant Agreement. To the extent that any warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the warrants will decrease.

 

44


Table of Contents

DIVIDEND POLICY

We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

 

45


Table of Contents

BUSINESS

Our Mission

Our mission is to revolutionize healthcare by integrating consumer health and genetics, and breaking through technology for early cancer detection, targeted treatments and genetic risk identification. We believe in prevention as the key to longevity and aim to empower individuals with personalized, accessible healthcare experiences. By striving for world-class excellence in research, development and real-world applications, we aim to foster hope and build a healthier future for generations to come.

Overview

We are an innovative genomics and precision oncology company that has devised an innovative strategy to integrate early detection for cancer, targeted therapy and direct-to-consumer genetic testing services into one comprehensive platform. By offering a broad range of genomic testing services, we are well-positioned to serve both the consumer health and clinical testing markets.

Our direct-to-consumer genetic testing services allow individuals to gain insights into their genetic health risks, empowering them to take proactive steps to manage their health. These insights can also be used to inform our clinical testing services, providing a more complete picture of a patient’s health status. For example, if a customer has a mutation associated with an increased risk of cancer, our early detection for cancer testing can help identify potential cancer risks early on, while our targeted therapy testing can provide personalized treatment options based on the patient’s genetic profile. The integration of these services can lead to earlier detection of cancer, more personalized treatment plans and better health outcomes for patients.

Our strategy of integrating early detection for cancer, targeted therapy and direct-to-consumer genetic testing into one company uniquely positions our business. By offering a broad range of genomic testing services, we can attract a wider range of customers and generate more revenue per patient. Additionally, our ability to offer both direct-to-consumer and clinical testing services allows us to leverage economies of scale in laboratory operations and improve our margins.

Overall, our integrated approach to genomic testing allows us to provide a comprehensive approach to managing a patient’s health, benefitting both the patient and the company. In addition, we intend to continue to invest in research and development, potential mergers and acquisitions opportunities, and commercialize innovative solutions in the field of precision oncology, specifically in early detection of cancer. Our current offerings include targeted cancer treatment and monitoring, early colorectal cancer screening and consumer genetics and at-home diagnostic testing. In December 2022, we acquired ACT Genomics, an Asia-based precision oncology company with a comprehensive line of genomic tests to improve patients’ outcomes through cancer diagnosis, treatment and monitoring, thereby furthering our ambitions in precision oncology. As for consumer health, we have more than 300,000 customers (including DNAFit customers) who have purchased a CircleDNA test kit as of December 31, 2022. In October 2022, we launched Circle Snapshot, an at-home blood test through which individuals can get laboratory test results digitally. In June 2022, we launched ColoClear, a non-invasive stool DNA test for the early detection of colorectal cancer.

In early 2020, with the emergence of the COVID-19 pandemic, we devoted significant resources to the global fight against COVID-19, expanding our products and services to COVID-19 testing under Project Screen. We became a prominent player in the diagnostic testing market in Hong Kong and the U.K, having now processed more than 28 million laboratory and at-home COVID-19 tests, including Circle HealthPod. At our peak, we were processing more than 40,000 COVID-19 PCR tests daily in Hong Kong, on behalf of the Hong Kong government. As COVID-19 became less of a threat to the community at the end of 2022, we restructured our operations by optimizing costs and resource allocation to focus back on our core genomics business, specifically the area of precision oncology.

 

46


Table of Contents

In January 2023, shortly after our acquisition of ACT Genomics, ACT Genomics became the first and only Asia-based company to receive clearance from the U.S. Food and Drug Administration (“FDA”) for ACTOnco, a comprehensive genomic profiling test for solid tumors. In addition, ACT Genomics has a comprehensive portfolio of early detection tests, diagnostics tests and recurrence monitoring tests, including ACTRisk, ACTOnco, ACTDrug, ACTFusion and ACTMonitor. With ACT Genomics’ strong product portfolio, we are tapping into a US$80 billion global cancer diagnostics market, according to our in-house research and analysis.

In addition, in March 2023, we formed a new scientific advisory board, with a diverse group of highly respected experts in precision oncology and genomics, to provide strategic input and guide the further development of our cancer genomics diagnostic platform. The scientific advisory board is led by Professor Tony S. K. Mok, a world-renowned expert in the application of precision medicine for advanced lung cancer. It also consists of Prof. Pasi Jänne, a globally renowned translational thoracic medical oncologist at the Dana Farber Cancer Institute and professor of medicine at Harvard Medical School, Prof. Pan-Chyr Yang, PhD, former president of Taiwan University and a pioneer and leader in pulmonary ultrasound diagnostics and therapeutics that have revolutionized the management of pulmonary diseases, including lung cancer, and Dr. Hua-Chien Chen, who has more than 20 years of experience in cancer biology, genomics and drug discovery.

With a diverse, talented and strong management team consisting of scientists, entrepreneurs and professionals, we have a strong capability and a proven track record in research and development, transforming technologies into commercial products and healthcare services that appeal to customers and effectively address their needs. Our success in CircleDNA and COVID-19 testing demonstrates our ability to execute and timely transform technologies into products and services to meet market needs. We also have a strong track record in strategic partnerships, such as with insurance companies, and acquisitions, such as DNAFit in 2018 (growth into the U.K. market), Oxsed (provision of rapid COVID-19 POCT kits which enabled us to operate rapid testing services in six U.K. airports including London Heathrow), and ACT Genomics (entry into precision oncology), identifying and maximizing synergies with targets with strong technological fit and cultural chemistry. This is an important aspect of our growth strategy in furthering our ambitions in precision oncology and genomics. We intend to further identify potential mergers and acquisitions opportunities that provide the right platform or advanced breakthrough technology to build upon our genomics and precision oncology business, and to further expand our geographic footprint.

Our History

We were founded in 2014 and headquartered in Hong Kong. Since our inception, we have grown from a small Hong Kong genetic testing laboratory with 11 employees to an innovative genomics and precision oncology company with approximately 400 employees and operations across nine locations, including the U.K., Hong Kong, Taiwan, Japan, India, South Africa and Southeast Asia. We have a strong fundraising history, with global investors providing us long-term support in research and development and strategic acquisitions to accumulate valuable intellectual property rights and commercialize innovative products. From 2014 to May 2021, we completed five series of fundraisings, in which multiple institutional investors participated. For instance, Prudential Hong Kong Limited, an institutional investor and an indirectly wholly owned subsidiary of Prudential plc, led the Series C round and appointed a director to our board, with 15.53% beneficial ownership immediately prior to Closing of the Business Combination. On May 18, 2022, we completed the Business Combination and the PIPE Financing. Also on the same day, Class A Ordinary Shares and Warrants commenced trading on the NASDAQ under the symbols “PRE” and “PRENW,” respectively. In December 2022, we acquired 74.39% of the equity interest in ACT Genomics, an Asia-based precision oncology company with a comprehensive line of genomic tests to improve patients’ outcomes through cancer diagnosis, treatment and monitoring, thereby furthering our ambitions in precision oncology.

 

47


Table of Contents

Our Strengths and Strategy

Our goal is to be the leading provider of consumer genetic testing and precision oncology in Asia and EMEA. To achieve this, we intend to utilize our competitive strengths to:

 

   

Pursue Growth via Strategic Acquisitions. We have a strong capability and a proven track record in transforming acquired technologies into commercial products and healthcare services that appeal to customers and effectively address their needs, as evidenced by our success in the acquisition of DNAFit to launch into consumer genetic testing in the U.K. and our acquisition of Oxsed to provide rapid testing for COVID-19 during the pandemic. We believe the deployment of a structured and thoughtful process toward selecting the right acquisition targets with the best technological fit and cultural chemistry is an important aspect of our growth strategy and intend to seek bolt-on opportunities that provide the right platform or advanced technology to build upon our medical and cancer diagnostic testing and clinical health business, and to further expand our geographic footprint. Our recent acquisition of ACT Genomics, which is a leading Southeast Asia based cancer genomic profiling test company, is a strategic step to achieving our goal for precision oncology.

 

   

Leverage Resources to Build a Robust Product Portfolio and Pipeline Products Developed Based on Advanced Technologies. We have specialized in-house resources in R&D and product innovation, a wealth of insights on customers, market trends and development, and a strong scientific advisory board to guide our development of a robust product portfolio for precision oncology. Our product development effort is spearheaded by R&D teams, led by experienced scientists with doctoral or medical doctor qualifications and significant domain expertise. Many of them have also had significant academic accomplishments in genomics, diagnostics or related fields and some of them bring vast experience accumulated from their prior roles with other prominent healthcare companies. Through our success in CircleDNA and COVID-19 testing, we also have a wealth of valuable customer insight and an in-depth understanding of market trends and developments, and have marketed our products effectively utilizing promotional channels, including celebrity and KOL endorsements and social media campaigns. We have also assembled a strong scientific advisory board with a diverse group of highly respected experts in oncology and genomics to guide the further development of our precision oncology product portfolio. Members of the board include Prof. Tony Mok, Prof. Pasi Janne, Prof. Pan-Chyr Yang, Dr. Hua-Chien Chen, Dr. Frank Ong and Dr. Lawrence Tzang. We are led by a strong senior management team with diversified and complementary skill sets and expertise in technology, biotech, healthcare and consumer to support our transformational growth.

 

   

Building and Capitalizing on Trusted Brand to Further Commercialize Technologies and Products. We were among the first movers in Asia and Europe, Middle East and Africa (“EMEA”) to introduce consumer genetic testing products, which enabled us to build an established presence, accumulate experience and achieve prominent brand recognition. Our brand and reputation gained further recognition during the COVID-19 global pandemic among consumers, business and medical communities in the markets we serve. In addition, we have obtained valuable customer insight and developed close collaborations with business organizations, medical communities, and industry leading institutional customers. The technologies we use are protected by a combination of intellectual property rights, including exclusive licenses and collaboration arrangements, which help ensure our products remain differentiated from those of our peers, thereby creating clear entry barriers. We have and intend to continue to license and groundbreaking technologies and products, like ColoClear, and develop our own products like CircleDNA, and commercialize them in Asia and EMEA. We believe we are positioned strongly to replicate our U.S. peer companies’ success stories in our target geographies with comparable products.

 

   

Continuing Geographic Expansion. We seek to capitalize on our strong brand recognition and expand our presence in Asia and EMEA. We believe the Asia and EMEA markets exhibit substantial opportunities for growth given the substantial total market size, rising middle-class income, especially in Southeast Asia, and the increasing public awareness of preventive healthcare. Further, we aim to

 

48


Table of Contents
 

maximize our first-mover advantage and replicate our U.S. peers’ success stories in these markets when rolling out our products.

 

   

Maximizing Collaborations with Research Partners and Other Experts with Relevant Subject Matter Expertise. We believe our collaboration with scientists, scholars, and professors enables us to steadily improve the features of our existing products with better rates of clinical success. We have a strong scientific advisory board consisting of global experts in precision oncology and genomics, and intend to continue actively engaging collaboration and research partners like New Horizon Health and Oxford alongside our in-house experts to advance the development of our new products.

 

   

Further Strengthening Our Talent Pool. We adopt an entrepreneurially inspired and scientifically rigorous approach to our daily operations. We believe that smart, team-spirited, customer-first and scientifically driven people set us apart from our peers and form the base of our culture. Therefore, we intend to continue to expand our team and advance our mission by attracting the best talent in their respective fields.

Our Vision of the Future of Healthcare

We believe conventional healthcare is not the optimal solution to the maintenance of people’s health and well-being because it focuses on treating people who are already sick. In particular, the conventional healthcare system comes with several pain points that inherently make it less effective and should be addressed. These pain points of the conventional healthcare system include:

 

   

Centralized Diagnostics and Care. Healthcare today is primarily administered in designated physical locations such as hospitals, clinics and diagnostic centers. The inconvenience of travel and time-consuming visits discourage frequent diagnostics and also deny access to many people in need. A centralized laboratory testing system and the lack of affordable or accessible point-of-care diagnostics solutions with real-time results also impede the development of the healthcare system toward decentralization and digitalization.

 

   

Reactive “Sick-care” as Healthcare Dilemma. The conventional healthcare system focuses on treating patients rather than preventing diseases. Patients, in particular, those with late-stage diseases, require significantly more resources for treatments than those with diseases diagnosed at an earlier stage. As a result, healthcare resource allocation is further shifted to treatment of patients and away from disease prevention.

We expect that with rapid technological advancement, the healthcare system would evolve to address these pain points. We envisage a future healthcare system where delivery of healthcare will be improved in the following ways:

 

   

Incorporating genomics into a hybrid model of centralized and decentralized diagnostics to create a more comprehensive and efficient healthcare system. Patients may receive personalized and targeted services at different points of their care journey, including the following:

 

   

Localized Genomic Services:

 

   

local hospitals, clinics, and laboratories will be equipped with genomic testing capabilities, such as next-generation sequencing and genotyping technologies

 

   

healthcare professionals will be trained in the interpretation and application of genomic data for diagnostics, risk assessment and treatment recommendations

 

   

point-of-care genomic testing devices for rapid, on-site assessments of genetic health risks and targeted therapies will be implemented

 

   

Telemedicine and Mobile Health (“mHealth”) Integration:

 

   

genomic data and risk assessments will be integrated into telemedicine consultations, enabling healthcare providers to offer personalized recommendations remotely

 

49


Table of Contents
   

mHealth applications that incorporate genomic data will be developed, allowing patients to manage their genetic health risks and receive tailored prevention plans

 

   

wearable devices and internet of things will be used to monitor patients’ health and detect potential issues related to their genetic risk factors, alerting healthcare providers for timely intervention

 

   

Centralized Genomic Specialized Services:

 

   

specialized genomic centers for advanced diagnostics will be established, providing complex risk assessments, and developing targeted therapies

 

   

referral systems for patients requiring specialized genomic services will be created, streamlining communication between local and centralized healthcare providers

 

   

telemedicine and remote consultation services will be utilized to facilitate collaboration between local healthcare providers and genomic specialists at centralized facilities

 

   

Health Information Network and Genomic Data Sharing:

 

   

genomic data will be integrated into Electronic Health Records and Health Information Exchanges, ensuring seamless sharing and access to this information among healthcare providers

 

   

standardized formats and protocols for genomic data storage and sharing will be developed to enable efficient communication and collaboration across healthcare facilities

 

   

strict data privacy and security measures will be implemented to protect patients’ sensitive genetic information

By integrating genomics into a hybrid model of centralized and decentralized diagnostics, healthcare providers can offer more targeted and personalized care. This approach would help identify and address potential health issues early, leading to improved patient outcomes and a more proactive healthcare system.

 

   

Genomics-Driven Preventive Healthcare. Integrating genomics into healthcare can shift the focus from reactive “sick-care” to proactive and preventive care. By leveraging early detection with targeted therapy, and genetic health risk assessments, the healthcare system can better identify and address potential health issues before they become severe.

 

   

Early Detection through Genomic Screening:

 

   

Implement regular genomic screening programs to identify disease-causing genetic variants or markers associated with specific conditions

 

   

Promote regular genomic testing for individuals with a family history of genetic disorders or other risk factors

 

   

Targeted Therapy and Personalized Medicine:

 

   

Utilize genomic data to develop targeted therapies tailored to an individual’s genetic makeup, maximizing treatment efficacy and minimizing adverse effects

 

   

Foster research and development in precision medicine, identifying novel drug targets and designing therapies based on patients’ unique genetic profiles

 

   

Enhance clinical decision-making by incorporating genomic data into treatment recommendations and guidelines

 

   

Genetic Health Risk Assessments and Counseling:

 

   

Offer genetic health risk assessments to identify individuals at increased risk for specific conditions, such as cancer, cardiovascular disease or neurodegenerative disorders

 

50


Table of Contents
   

Provide genetic counseling to help patients understand their risk factors and make informed decisions about prevention, lifestyle changes and treatment options

 

   

Develop personalized prevention plans based on genetic risk factors, promoting lifestyle modifications and early interventions to reduce disease risk

 

   

Public Health and Education Initiatives:

 

   

Invest in public health programs that raise awareness about the role of genomics in disease prevention and early detection

 

   

Implement educational initiatives to inform healthcare professionals and the general public about the benefits and limitations of genomic testing and personalized medicine

 

   

Encourage collaboration among genomics researchers, healthcare providers and policy-makers to ensure the integration of genomics into healthcare practices

By incorporating genomics-driven approaches into healthcare, the system can become more proactive, focusing on prevention and early intervention rather than solely treating diseases. This would result in improved patient outcomes, reduced healthcare costs and a healthier population overall.

With our product suite and future pipeline, we believe we are well-positioned to play a leading role in both integrating genomics into a hybrid model of centralized and decentralized diagnostics, and also genomics-driven preventive healthcare.

Our Market Opportunity

We believe there are significant opportunities in precision oncology and consumer health in Asia and EMEA.

Despite the significant advances in treatments for cancer over the last century, cancer remains a major challenge for modern medicine with significant unmet medical needs. Based on our internal research and analysis, global incidence of cancer increased from 16.8 million cases in 2015 to 18.5 million cases in 2019, and is estimated to reach 28.9 million cases in 2040.

In the United States, the five-year relative survival rate for all cancers combined has been gradually improving over the years. According to the American Cancer Society, the five-year relative survival rate for all cancers combined was around 68% for patients diagnosed between 2010 and 2016. This improvement is mainly attributed to advancements in early detection, treatment and cancer management. In China, the 5-year survival rates for cancer have been lower compared to that in the United States. According to a study published in The Lancet in 2018, the age-standardized five-year relative survival rate for all cancers combined in China was around 40.5% for patients diagnosed between 2012 and 2015. The lower survival rates in China may be due to various factors such as limited access to healthcare, late-stage diagnosis, and differences in cancer types and stages. Based on such data, we believe there is a significant opportunity in Mainland China and Asia for early detection of cancer, ultimately leading to saving lives.

The demand for advancements in cancer diagnostics and treatment is driven by several factors across four primary categories which we operate, i.e., (i) cancer screening and early detection, (ii) cancer recurrence monitoring, (iii) targeted therapy for cancer and (iv) direct-to-consumer genetic testing. Each of these areas has experienced a significant growth due to various driving forces, which have led to an increased interest, research and adoption of new technologies and approaches.

 

   

Cancer Screening and Early Detection: The demand for cancer screening and early detection is primarily driven by the rising cancer incidence and an aging global population, both of which contribute to an increased risk of developing cancer. Technological advancements have improved the

 

51


Table of Contents
 

accuracy, efficiency and cost-effectiveness of screening and diagnostic tools, making them more accessible to healthcare providers and patients. Additionally, an increased public awareness of the importance of early cancer detection and government initiatives promoting screening programs have contributed to the growing demand for these services. Based on our internal research and analysis, we estimate the market opportunity for this to be more than US$50 billion.

 

   

Cancer Recurrence Monitoring: The need for cancer recurrence monitoring is growing due to the increasing number of cancer survivors, who require regular monitoring to manage their long-term health and improve their quality of life. Advances in technology have made recurrence monitoring more accurate and efficient, increasing its appeal to healthcare providers and patients. The growing focus on personalized medicine also drives the demand for tailored monitoring solutions, as cancer recurrence patterns may vary among individuals. Based on our internal research and analysis, we estimate the market opportunity for this to be more than US$20 billion.

 

   

Targeted Therapy for Cancer: The demand for targeted cancer therapies is fueled by the growing emphasis on personalized medicine, as it becomes increasingly clear that each patient’s cancer may respond differently to treatments. Ongoing research and development efforts in the field of oncology continue to identify new biomarkers and develop novel targeted therapies, further driving demand in this area. Regulatory approvals and insurance coverage for targeted therapies also contribute to their increased adoption. Based on our internal research and analysis, we estimate the market opportunity for this to be more than US$10 billion.

 

   

Direct-to-Consumer Genetic Testing: The expanding direct-to-consumer genetic testing market is driven by technological advancements that make genetic testing more accessible and affordable. This, in turn, allows individuals to access information about their genetic health risks more easily, prompting increased demand for these services. Public awareness of the potential benefits of genetic testing and ongoing research in genomics uncovering new insights into genetic health risks further contribute to the growth of the direct-to-consumer genetic testing market. Based on our internal research and analysis, we estimate the market opportunity for this to be more than US$1.4 billion.

Our Current Products and Services

CircleDNA. Our in-house developed consumer genetic testing product, CircleDNA, offers one of the most comprehensive DNA tests capitalizing on our in-house developed testing algorithm. Using the CircleDNA mobile application, our customers can access a wellspring of information about their genetic make-up and actionable recommendations at their fingertips. We present four types of product offerings that target our customers’ diverse needs including Vital, Family Planning, Health and Premium. CircleDNA Premium is a package that encompasses all services provided in the other three offerings. As of December 31, 2022, approximately 75% of our CircleDNA customers chose to purchase our Premium package since its launch. We believe CircleDNA Premium is preferred by our customers because of the comprehensive nature of the reports that the Premium package provides, which allows our customers to obtain better insight into their health status and ways to manage their health, despite its relatively higher price. Currently, we sell our CircleDNA test kits internationally, primarily via our product website, and ship to customers from more than 30 countries. Since the global launch of CircleDNA globally in November 2019, we had delivered more than 300,000 test kits (including DNAFit customers) as of December 31, 2022. Hong Kong accounts for approximately 30% of the sales of CircleDNA since its launch, while other geographies with notable historical shares of the sales of CircleDNA include Malaysia, Singapore and the United States.

Fundamentally, CircleDNA has the following key attributes:

 

   

Informative. CircleDNA Premium provides customers with over 500 reports across 20 categories covering disease risks, drug responses, family planning, diet, common health risks, personal traits and nutrition, among others. For example, our customers are able to learn about their unique dietary profile, the breakdown of which genetic variants were analyzed and detected in their DNA sample and how

 

52


Table of Contents
 

they were analyzed, and DNA-based advice broken down into simple and actionable recommendations. In addition, customers of CircleDNA Premium can receive two complimentary one-on-one tele-consultations with our genetics-trained health professionals.

 

   

Advanced. Our tests were validated by an external university genomic laboratory with a 99.9% analytical accuracy rate upon testing 452,172 pathogenic variants across 49 samples. In addition, WES technology conducts a comprehensive scan on all protein-coding genes, providing a sampling data volume of over 6GB with an average of 90 times sequencing depth. The technology enables us to extract 31 million DNA data points, representing approximately 45 to 50 times more data points than typical microarray-based genotyping tests. Samples are extracted in our own internationally accredited laboratory. After removing personally identifiable information, we and our designated third-party service providers conduct sequencing, the outputs from which are then used as inputs to our in-house developed algorithm to produce the CircleDNA reports.

 

   

Popular. We sell our CircleDNA test kits, primarily via our website, and ship to consumers from more than 30 countries. Since the global launch of CircleDNA in November 2019, we had delivered more than 300,000 test kits (including DNAFit customers) as of December 31, 2022. CircleDNA also reached broader audiences through a substantial amount of user-generated content on social media.

 

   

Well-received. CircleDNA received a rating of 4.5/5 at Trust Pilot, a popular online consumer review platform as of April 1, 2023.

ColoClear. ColoClear is the only non-invasive FIT-DNA colorectal cancer screening test approved by the NMPA. It is an algorithm-driven stool-based test, which utilizes a multi-target approach to detect DNA and hemoglobin biomarkers associated with colorectal cancer and precancerous adenoma. Its non-invasive nature provides convenience and a more comfortable testing experience than a colonoscopy for individuals who are unable or unwilling to undergo a colonoscopy. Before taking the test, our customers do not need to restrict their diets or prepare their bowels. Tests can be administered at hospitals, clinics or at one’s home. We launched ColoClear in Hong Kong in the second quarter of 2022 in collaboration with business-to-business distribution channel partners, such as pharmaceutical distributors.

ColoClear consists of (i) ColoClear IVD, (ii) a risk assessment algorithm, (iii) ColoClear sample collection kit and (iv) DNA extraction and purification technologies. Only ColoClear sample collection kit is directly used by end-users while the other three components are used solely in our laboratories. The ColoClear sample collection kit consists of a sampling case, a sampling spoon and a sampling rod, which are used to collect stool samples, and two sampling tubes to store the samples. The sampling process generally takes a few minutes. Only around five grams of sample is needed for the test, which eases the requirement for logistics. Our laboratories in Hong Kong are equipped to conduct testing services of ColoClear utilizing ColoClear IVD. Testing results turnaround time is expected to be within five business days upon our receipt of the samples.

In clinical trials, ColoClear’s sensitivity1 was 95.5%, with specificity2 of 87% and 64% for advanced adenomas. Through our licensing arrangement with New Horizon Health and NHH Hangzhou, we have exclusive rights to commercialize ColoClear in Hong Kong, Macau and the Philippines. We believe the growth potential for our colorectal screening service is promising. According to the Frost & Sullivan Report, the market size for early colorectal cancer screening services in Hong Kong and Southeast Asia is projected to reach US$285.9 million and US$2,787.7 million in 2030, respectively.3

 

1 

Sensitivity rate measures how often a test correctly generates a positive result for people who have the condition that is being tested for.

2 

Specificity rate measures a test’s ability to correctly generate a negative result for people who do not have the condition that is being tested for.

3 

Market size data excludes the colonoscopy market.

 

53


Table of Contents

Circle SnapShot. We launched Circle SnapShot in August 2022. Circle SnapShot is an off-the-shelf at-home blood test where individuals can get digital access to their own health information. It is designed to be an end-to-end user-friendly blood sample collection and result delivery system that analyzes blood markers across key areas of health concern, including food intolerance, food allergy, vitamin deficiency, sexual health, heart health, diabetes risk and men’s and women’s health. Our customers can self-administer the collection of their blood samples painlessly using a minimally invasive device. Samples collected are sent back to our accredited laboratory for processing. Following the delivery of results, we offer customers tele-consultations, which help them better understand the test results and make healthier lifestyle changes. Circle SnapShot is designed to complement regular or annual health checks and allow customers to regularly and more frequently monitor their health conditions without the need to visit a clinic or a test center.

Cancer Prevention, Diagnostics, and Recurrence Products. Through our acquisition of ACT Genomics in December 2022, we have added to our product portfolio a number a wide range of genomic profiling panels, tailored for different focuses and clinician needs, including:

 

  a)

The following panels that enable treatment selection:

ACTOnco, a comprehensive test that helps clinicians choose the optimal treatment for all major solid tumors, It is an integrated pathway-based analysis of 440 cancer-related genes, including drug sensitivity or resistance markets, and pharmacogenomic biomarkers. ACTOnco received FDA clearance in January 2023.

ACTDrug+, a screening test that checks for 40 cancer genes to map drug options and provide treatment strategy options. ACTDrug is suitable for breast, lung, colon cancers and other solid tumors.

ACTLung, a test focused on biomarkers associated with lung cancer for targeted therapy. It covers 13 lung cancer-related genes, including 8 fusion genes.

ACTFusion, a test which decodes 13 fusion genes and more than 350 transcripts to map drug options and provide clinicians with treatment strategy options. This test utilizes formalin-fixed paraffin-embedded (“FFPE”) tissues.

ACTCerebra, a genomic profiling service for all major solid tumors with brain metastases, and advanced, recurrent and metastatic cancer. Utilizing cerebrospinal fluid, it profiles 40 genes to map drug options and provide clinicians with treatment strategy options.

 

  b)

The following panels that enable disease monitoring:

ACTMonitor, a test that analyzes 50 forms of circulating tumor DNA in the bloodstream to provide real-time monitoring of drug resistance, early detection of cancer recurrence, and evaluation of treatment response.

 

  c)

For risk prediction:

ACT Risk, a screening of 67 cancer genes associated with 9 common hereditary cancers and 11 cancer syndromes. This test utilizes blood specimens and is aimed at providing those with a family history of cancer or early onset cancer with a way to evaluate and manage cancer risk.

Technology and Laboratory

Genetic Testing

Exome sequencing is a laboratory test designed to identify and analyze the sequence of all protein-coding nuclear genes in the genome. Approximately 95% of the exome can be sequenced with currently available techniques. Next-generation sequencing, or NGS, is a substantially parallel sequencing technology that offers ultra-high throughput, scalability, and speed. The technology is used to determine the order of nucleotides in entire genomes or targeted regions of DNA or RNA. NGS has revolutionized the biological sciences, allowing

 

54


Table of Contents

laboratories to perform a wide variety of applications and study biological systems at a level never before possible. WES is a comprehensive NGS method for analyzing the entire exome. This method allows variations in the protein-coding region of any gene to be identified, rather than in only a select few genes. Because most known mutations that cause disease occur in exons, WES is thought to be an efficient method to identify possible disease-causing mutations.

Our CircleDNA deploys WES technology, which conducts a comprehensive scan on all protein-coding genes and enables us to extract 31 million DNA data points, representing approximately 45 to 50 times more data points than typical microarray-based genotyping tests. Samples of all CircleDNA tests are extracted by our laboratory technicians. We and our designated third-party service providers conduct sequencing after removing all personally identifiable information from the samples. Once sequencing is completed, we use our in-house developed algorithm to decipher and interpret the results, thereafter generating reports for our customers.

At-Home Diagnostic Testing

Circle Snapshot utilizes an innovative blood collection device with a bespoke microneedles technology to collect capillary blood. The product is designed to allow users to collect blood samples anywhere and receive lab-analyzed results digitally with expert recommendations and health guides. It analyses blood markers across key areas of health concern, including food tolerance, food allergy, vitamin deficiency, sexual health, heart health, diabetes risk and men’s and women’s health.

Colorectal Cancer Screening

ColoClear utilizes the FIT-DNA technology and is a proprietary product of New Horizon Health and NHH Hangzhou. We have an exclusive license to commercialize ColoClear in Hong Kong, Macau and the Philippines pursuant to our collaboration agreement and supplemental agreement with New Horizon Health and NHH Hangzhou. Although colonoscopy is the “gold standard” for colorectal cancer diagnosis, it is a complicated process and presents a poor patient experience due to its invasive nature and difficult preparation process. In contrast, stool-based tests, comprising FOBT, FIT and FIT-DNA, are non-invasive, painless and convenient to administer. In particular, the FIT-DNA test is regarded as the best available non-invasive colorectal cancer screening technology, according to the Frost & Sullivan Report. With the FIT-DNA test, DNA extracted from stool can be assayed, thus providing gene signals of colorectal cancer and advanced adenoma. Users are not required to engage in dietary restrictions or bowel preparation and can conveniently collect samples at home. ColoClear utilizes a multi-target FIT-DNA analytics through detection of multiple DNA mutational markers, DNA methylation and hemoglobin, which effectively improves the sensitivity as compared to single-target analytics. New Horizon Health has completed a large-scale, prospective, multi-center, head-to-head registrational trial of ColoClear in China. A total of 5,881 subjects were enrolled in the trial among whom 4,758 are evaluable. The primary endpoints of the registrational trial were sensitivity and specificity for colorectal cancer. Sensitivity refers to the likelihood of a clinical test to correctly identify the individuals who truly have the disease, and a high sensitivity reduces the instances of false negative (i.e. individuals with the disease are tested negative by the test). Specificity refers to the likelihood of a clinical test to correctly identify the individuals who do not have the disease, and a high specificity reduces the instances of false positive (i.e. individuals without the disease are tested positive by the test). Upon completion of the trial, ColoClear demonstrated a sensitivity of 95.5% and an overall specificity of 87.1% out of 4,758 evaluable samples for colorectal cancer in the prospective registrational trial. More specifically, ColoClear achieved a sensitivity of 96.8%, 97.5%, 96.2%, 96.4% and 86.3% for Stage 1, Stage 2, Stage 3, Stage 4 and unknown stage colorectal cancer, respectively. ColoClear is designed to be a “rule-out” test that helps eliminate the possibility of colorectal cancer risk for the screening population. In the registrational trial, it demonstrated a negative prediction value of 99.6% for colorectal cancer, meaning that for any individual who is tested negative by ColoClear, the likelihood of the individual actually having colorectal cancer is only 0.4%. According to Frost & Sullivan, the size of the global addressable market for colorectal cancer early screening is projected to reach approximately US$93 billion by 2025, based on the estimation of the total target patient pool, average selling price and average dosing frequency.

 

55


Table of Contents

In processing and analyzing ColoClear test samples, we use a lot of the same equipment and laboratories for extracting and analyzing samples of CircleDNA test. In addition, drawing on our strategic collaboration with New Horizon Health and NHH Hangzhou, our laboratory technicians have received and completed technical training from New Horizon Health and NHH Hangzhou to perform ColoClear tests in our laboratories.

Comprehensive Genomic Test Profiling for Targeted Therapy

Comprehensive genetic tissue profiling and targeted therapy for cancer patients involve identifying the specific genetic mutations or alterations that drive tumor growth and selecting therapies that target those mutations.

The technology behind our comprehensive genetic tissue profiling involves the following steps:

 

   

Tumor Sample Collection: A tumor tissue sample is collected from the cancer patient.

 

   

DNA/RNA Extraction: The DNA and/or RNA are extracted from the tumor sample.

 

   

Next-Generation Sequencing (NGS): NGS technology is used to sequence the DNA or RNA extracted from the tumor sample. NGS enables a simultaneous analysis of multiple genes, providing a comprehensive profile of the genetic alterations in the tumor.

 

   

Bioinformatics Analysis: The sequencing data is processed and analyzed using bioinformatics tools and algorithms to identify clinically relevant genetic mutations or alterations.

 

   

Report Generation: We generate a report that details the identified genetic mutations or alterations and provides information on potentially effective targeted therapies.

Targeted therapy involves using drugs that specifically target the genetic mutations or molecular pathways driving cancer growth. These therapies, which are designed to interfere with the function of the mutated genes or proteins, ultimately inhibit tumor growth and progression. The advantage of targeted therapy is that it can be more effective and cause fewer side effects than traditional chemotherapy, as it focuses on cancer cells while sparing healthy cells.

Some examples of targeted therapies include:

 

   

Tyrosine kinase inhibitors (TKIs): These drugs target specific tyrosine kinases involved in cancer cell signaling, growth and survival. Examples include imatinib (Gleevec) for chronic myeloid leukemia (CML) and gefitinib (Iressa) for non-small cell lung cancer (NSCLC) with EGFR mutations.

 

   

Monoclonal antibodies: These are laboratory-made molecules that can mimic the immune system’s ability to recognize and attack cancer cells. Examples include trastuzumab (Herceptin) for HER2-positive breast cancer and cetuximab (Erbitux) for colorectal cancer with EGFR mutations.

 

   

Immune checkpoint inhibitors: These drugs work by blocking immune checkpoints, which are proteins that normally help prevent the immune system from attacking healthy cells. By blocking these checkpoints, the immune system can recognize and attack cancer cells more effectively. Examples include pembrolizumab (Keytruda) and nivolumab (Opdivo) for various types of cancer with specific genetic alterations.

By combining comprehensive genetic tissue profiling with targeted therapy, we are personalizing cancer treatment and improving patient outcomes.

Digital Platforms

To make comprehensive test results more accessible to our customers, we have integrated aspects of digitization into all of our product offerings. For example, using our in-house developed CircleDNA mobile

 

56


Table of Contents

application, customers of CircleDNA can track their sample status, access a wellspring of information about their genetic make-up and actionable recommendations at their fingertips, and schedule complementary tele-consultations. In addition, customers of the Premium package are able to view over 500 reports across 20 categories on their personal computers or via the CircleDNA mobile application.

Laboratory Accreditation

We operate ten laboratories in Hong Kong, Japan, Taiwan and Thailand. Our laboratories are accredited by various organizations, including the Hong Kong Laboratory Accreditation Scheme, operated by the Hong Kong Accreditation Service, the Thailand Department of Medical Science, Ministry of Health, and the College of American Pathologists.

Research & Development

Our specialized in-house R&D teams and experienced scientific advisory board are the pillars underpinning our strong R&D and product innovation capability. In addition, we have acquired a strong R&D team from ACT Genomics through the ACT Acquisition.

As of April 28, 2023, we had 44 in-house R&D staff, 54 engineering developers, and approximately 30 product development staff. We have approximately 60 laboratory staff that conduct R&D activities from time to time. Our main priorities are to refine and upgrade existing products, source, develop and commercialize novel product innovations.

Our main research and development workstreams include a scientific & laboratory team, clinical & bioinformatician teams, an R&D team and an engineering & development team. Our scientific & laboratory team, led by Dr. Lawrence Tzang, our co-founder, chief scientific officer and laboratory director, is responsible for the research and development of lab protocols and development of testing technologies for commercial application, and has overall responsibility for lab operations. Our Clinical & Bioinformatician team, led by Dr. Senthil Sundaram, chief clinical officer, comprises clinical scientists, bioinformaticians and genetic counselors, and is charged with statistical analysis, development of in-house algorithms and computer modeling. ACT Genomics’ bioinformatics team, led by Dr. Shu-Jen Chen, the co-founder of ACT Genomics, is responsible for providing clinical and research sequencing in the laboratory-developed tests-registered and the college of American pathologists-accredited laboratory, developing in-house bioinformatics algorithms and models, and assembling database for clinical data interpretation. Dr. Hua-Chien Chen leads our R&D team, which is responsible for developing diagnostic and screening technologies for clinical use. Our engineering & development team, led by Dr. Peter Wong, the chief technology officer and interim chief information officer of ACT Genomics, is charged with the development of computer models, software, apps and the architecture of our IT infrastructure. Furthermore, Dr. Frank Ong, serves as our chief medical officer and leads up our cancer genomics initiatives and regulatory affairs.

Manufacture and Supply

We currently rely on third-party manufacturers for the production of our existing products. We do not have in-house manufacturing capability and do not plan to develop such capacity in the foreseeable future.

We mainly rely on a number of third-party suppliers, which we have qualified in accordance with our quality control system, to provide materials such as sterile swabs. We have strategically established partnerships with leading companies in China and the U.K. as our suppliers for genome sequencing service. All laboratories of our suppliers have received local regulatory certification, such as certification from the United Kingdom Accreditation Service (“UKAS”).

We continue to optimize the quality of our products by identifying reliable manufacturers, conducting quality assessments of components from our suppliers, and persistently re-assessing our manufacture and supply

 

57


Table of Contents

options for enhanced economies of scale and production scale-up. To control and reduce the risks related to our manufacturing, quality-testing, assembly and shipping of products, we have taken a diversification approach by selecting partnering manufacturers and suppliers located in different countries or regions. Nevertheless, any variation or termination of existing arrangements may still affect our ability to sell and distribute our products until we are able to find alternative suppliers. In addition, our suppliers could cease supplying materials and equipment at any time, or fail to provide us with sufficient quantities of materials or materials that meet our specifications. For risks related to our engagement with third-party suppliers, please see “Risk Factors — Risks Relating to Our Business and Industry — We rely on a limited number of suppliers for CircleDNA, ColoClear and ACTOnco, and may not be able to find replacements or immediately transition to alternative suppliers, which could adversely affect our ability to meet customer demand.”

Sales and Marketing

For CircleDNA, we utilize a variety of marketing strategies to connect with potential customers and showcase the benefits of our direct-to-consumer genetic testing services. Our approach to consumer marketing includes the following tactics:

 

   

Online Advertising: We leverage digital advertising platforms like Google AdWords, Facebook Ads, and Instagram Ads to reach our target audience. These platforms enable us to target specific demographics, interests and behaviors, ensuring our advertisements reach the most relevant users.

 

   

Social Media Marketing: CircleDNA maintains a strong presence on social media platforms, including Facebook, Twitter, Instagram, and LinkedIn. We share engaging content, such as educational resources, customer testimonials and promotional offers to attract new customers and build brand awareness.

 

   

User-Generated Content: We encourage our customers to share their personal experiences with CircleDNA’s services on social media and other platforms. This user-generated content, including testimonials, reviews and social media posts, helps build trust and authenticity while showcasing the positive impact of our genetic testing services.

 

   

Content Marketing: Our team creates informative and engaging content in various formats, including blog articles, videos and infographics, to educate potential customers about CircleDNA’s services and the benefits of genetic testing. This content is shared on our website and through our social media channels.

 

   

Influencer Marketing: We collaborate with influencers, particularly those with a large following in the health and wellness sector, to help us reach a wider audience. Influencers share their personal experiences with our genetic testing services, promote CircleDNA, and offer exclusive discounts or promotional codes to their followers.

 

   

Email Marketing: CircleDNA uses email marketing campaigns to stay connected with existing customers and potential leads. We send newsletters, promotional offers and educational content to subscribers, encouraging them to take action and purchase our services.

 

   

Public Relations and Media Outreach: Our public relations team works diligently to secure media coverage for CircleDNA in news outlets, podcasts and magazines, helping to establish credibility and increase brand visibility.

 

   

Affiliate Marketing: We partner with affiliates who promote our services and earn a commission for each sale they generate. This helps us extend our reach and attract new customers through trusted recommendations.

 

   

Educational Events and Webinars: Hosting educational events and webinars allows us to showcase our expertise and build trust with potential customers. These events often cover topics related to genetics, health, and wellness and may include guest speakers, product demonstrations or interactive workshops.

 

58


Table of Contents
   

Partnerships and Collaborations: CircleDNA collaborates with complementary businesses, healthcare providers and research institutions to expand our reach and offer additional value to our customers.

 

   

Promotions and Discounts: We regularly offer limited-time promotions, discounts and exclusive deals to incentivize potential customers to try our services and boost sales.

By employing a mix of these marketing strategies, CircleDNA has an email and social media database of more than one million people globally as of December 31, 2022 (including DNAFit customers). In summary, CircleDNA effectively reaches its target audience, builds brand awareness and drives sales, helping more people access the benefits of our genetic testing services.

For our clinical testing services, under ACT Genomics and ColoClear, we employ a combination of sales and marketing strategies to reach our target audience of healthcare professionals and promote our clinical tests and precision medicine solutions. Our approach includes the following tactics:

 

   

Direct Sales Force: Our specialized sales representatives and account managers engage with healthcare providers, hospitals, clinics and other potential clients to present the benefits of ACT Genomics’ diagnostic tests, precision medicine solutions and ColoClear. They address any concerns and close deals to expand our physician client base.

 

   

Educational Events and Conferences: We actively participate in genomic-focused industry events, conferences and seminars to showcase our products and services, network with potential clients, and stay updated on the latest trends and innovations in our field. These events often include presentations, panel discussions, workshops and product demonstrations.

 

   

Partnerships with Healthcare Providers: We establish collaborations with healthcare providers, medical institutions and research organizations to expand our reach and access new markets. Through these partnerships, we can offer our diagnostic tests and precision medicine solutions as part of a comprehensive healthcare package, enhancing the overall patient experience.

 

   

Content Marketing: Our team creates informative and engaging content in various formats, such as blog articles, whitepapers, videos and webinars, to educate potential clients about our services, the benefits of our diagnostic tests and advancements in precision medicine. We share this content on our website and through social media channels.

 

   

Public Relations and Media Outreach: Our public relations team works diligently to secure media coverage for ACT Genomics and ColoClear in news outlets, industry publications, podcasts and magazines, helping to establish credibility and increase brand visibility.

 

   

Customer Relationship Management (CRM): We utilize CRM tools to manage and analyze customer interactions, track sales leads, and improve customer satisfaction. These tools help us maintain strong relationships with our clients, identify new sales opportunities, and streamline our sales process.

By employing a combination of these sales and marketing strategies, we are able to effectively promote our clinical tests, precision medicine solutions and drives sales, ultimately contributing to better patient outcomes.

As of April 28, 2023, we had more than 50 employees focused on sales and marketing who are located in the Hong Kong, India, Taiwan, Thailand and South Africa.

Our Commitment to Protect Privacy and Personal Data

We recognize the sensitive nature of genetic information and the trust our customers place in us when they choose our direct-to-consumer and clinical genomic testing services. As such, we are firmly committed to safeguarding the privacy of our customers and protecting their data with the utmost care and diligence.

 

59


Table of Contents

In order to ensure the highest levels of security for our customers’ data, we adhere to the stringent standards set forth by ISO 27001. This internationally recognized information security management system provides a robust framework for managing and protecting sensitive information assets, and demonstrates our dedication to maintaining the trust and confidence of our customers.

Our comprehensive privacy policy also reflects our strong commitment to safeguarding customer information. We never share any genetic data with third parties without the explicit consent of our customers, thereby ensuring that they maintain control over their personal information and the manner in which it is used. This commitment extends to all aspects of our operations, including data storage, data processing and data analysis.

In addition to our adherence to ISO 27001 and the implementation of a strict privacy policy, we employ security measures to protect our customers’ data. These measures include:

 

   

Data Encryption: We utilize advanced encryption technologies, both in transit and at rest, to ensure that our customers’ genetic data remains secure and protected from unauthorized access or disclosure.

 

   

Access Controls: Our systems are designed with strict access controls in place, allowing only authorized personnel to access sensitive customer data. This helps to minimize the risk of unauthorized access or data breaches.

 

   

Regular Security Audits and Assessments: We continually monitor and assess our information security practices and systems to identify and address potential vulnerabilities. This includes regular security audits, vulnerability assessments and penetration testing.

 

   

Employee Training and Awareness: Our employees undergo comprehensive training on data privacy and security best practices, ensuring that our team is well-equipped to handle sensitive customer information responsibly and securely.

 

   

Incident Response and Management: In the unlikely event of a security breach, we have an established incident response plan in place to quickly and effectively address the situation, mitigate potential risks, and communicate transparently with our customers.

In addition, our technology infrastructure allows us to logically segregate access and storage of personally identifiable and genetic data from other business operations related to data processing. Block data, such as pdf report and raw bioinformatic data, is physically segregated from our relational database, where our customers’ personally identifiable information is stored. In addition, we logically segregate other data that are stored with our customers’ personally identifiable information on the relational database by designing a database schema for authentication and authorization purposes.

By choosing our genomic testing services, customers can be confident that their privacy and data protection are of the highest priority. Our unwavering commitment to privacy and security ensures that our customers can make informed decisions about their health and well-being without compromising the confidentiality of their sensitive genetic information. We continually strive to enhance our security measures and stay ahead of emerging threats, demonstrating our dedication to providing reliable and secure genomic testing services.

Competition

In general, all of our consumer health and clinical testing products face competition from large and well-established players. However, a significant majority of these companies are focused in the U.S. market and will continue to focus on their market due to lack of understanding and awareness for the Asia and the U.K. markets. We believe we have a significant advantage by having experienced and proven management on the ground in each of the markets we operate in. Below provides a brief landscape in terms of the competitive environment.

 

60


Table of Contents

Genetic Testing (CircleDNA)

The number of companies entering the genetic testing market continues to increase. We also face competition from other companies attempting to capitalize on the same, or similar, opportunities as we are, including from existing diagnostic, laboratory services and other companies entering the genetics market with new offerings and genetic interpretation services. Some of our current and potential competitors have longer operating histories, are better known brands and possess greater financial, technical, marketing and other resources than we do. These factors may allow our competitors to respond more quickly or efficiently than we can to new or emerging technologies. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases than we have. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract customers away from our services and reduce our market share in markets where we have been successful. We anticipate facing competition from companies such as 23andMe, Inc., myDNA Life Ltd., Ancestry.com LLC, MyHeritage Ltd., Futura Genetics, and Invitae Corporation. We believe our ability to compete successfully primarily depends on the following factors:

 

   

customer service and support efforts;

 

   

technical performance of genetic testing product;

 

   

timing of when regulatory approvals are obtained;

 

   

commercialization infrastructure;

 

   

pricing;

 

   

relationship with distribution partners; and

 

   

KOL endorsement.

Early Colorectal Cancer Screening (ColoClear)

The colorectal cancer screening market is competitive. As competition in this field intensifies, we believe it will be very important for enterprises to focus on developing cancer screening tools for high-incidence cancer types capitalizing on data accumulation and clinical trials. The ability to transform technology to commercial products is another vital key to success. It is also crucial for companies in this market to educate consumers on the benefits of early cancer screening and provide services with an easy user experience. We expect our competitors in the early colorectal cancer screening market would include Exact Sciences Corporation, Freenome Holdings, Inc., GRAIL, Inc., and Guardant Health Inc., among others. We believe our ability to compete successfully in this market would primarily depend on the following factors:

 

   

ability to continue developing cancer screening tools;

 

   

technology to detect and identify precancerous lesions;

 

   

academic, talent and funding base that supports the iteration of products and large-scale clinical research;

 

   

legal understanding of relevant regulations in place;

 

   

first-mover advantage in establishing a “gold standard” in the market; and

 

   

strong commercialization infrastructure to control cost, launch new products and educate consumers.

At-Home Health Test (Circle SnapShot)

At-home health test is experiencing an increasing demand in recent years fueled by a combination of technological advancement, increasing unwillingness to incur additional costs and time for frequent hospital

 

61


Table of Contents

visits, supportive reimbursement system, increasing penetration of telehealth services, favorable policies for disease prevention and greater interest from investors. Currently, companies that provide home use health tests are developing tests of greater variety and enhanced accuracy. Also, advanced data science technologies are employed to enhance accuracy of test results and provide more precise interpretation and analysis of test results. Given our focus on at-home blood tests that complement regular or annual health checks, we expect our competitors in the home use health test market would include EverlyWell, Inc., and LetsGetChecked, among others. We believe our ability to compete successfully in this market would primarily depend on the following factors:

 

   

breadth of tests offered;

 

   

test accuracy;

 

   

timeliness in delivery of test results;

 

   

user experience;

 

   

pricing; and

 

   

cost control.

Precision Oncology (ACTOnco, ACTDrug+, ACTLung, ACTFusion, ACTCerebra, ACTMonitor, ACTRisk)

Significant progress has been made in identifying biomarkers to match cancer patients with the appropriate treatment based on the precise molecular features of an individual patient’s tumor. This has led to an increasing demand for precision oncology as a tool to personalize therapy for cancer patients, maximize the effectiveness of treatments and minimize their side effects. In addition, the prospect of liquid biopsies for the detection of early-stage cancers has opened a new era in clinical oncology. As a result, more companies are offering and looking to offer services and products in precision oncology. Our main competitors are diagnostic companies with products and services to profile genes in cancers based on next-generation sequencing in either blood or tissue specimens. They include New Horizon Health, Exact Sciences Corporation, Personalis, Inc., Freenome Holdings, Inc., Foundation Medicine (Roche), GRAIL, Inc., and Guardant Health Inc., among others.

The cancer screening market in which we operate is rapidly evolving and highly competitive. In addition, it is subject to changes in the overall healthcare industry globally. Some of our existing and potential future competitors may have longer operating histories, larger customer bases, more expansive brand recognition and deeper market penetration, substantially greater financial, technological and research and development resources and selling and marketing capabilities, and more favorable terms from suppliers. We believe the following factors may affect our ability to compete successfully in the precision oncology market:

 

   

ability to continue developing cancer screening tools, especially a broader product portfolio;

 

   

effectiveness of marketing efforts to market our products across Asia and EMEA;

 

   

commercialization infrastructure and distribution networks for the promotion and sale of our products;

 

   

first-mover advantage in the market, especially in Asia market;

 

   

brand recognition in Asia and EMEA;

 

   

academic, talent and funding base that supports the iteration of products and large-scale clinical research;

 

   

receipt of regulatory approvals and timing thereof for our products; and

 

   

ability to carry out mergers and acquisitions in the precision oncology market, thereby bringing in cutting edge technologies, resources and opportunities.

For more information regarding the risks associated with competitions in our target markets, please see “Risk Factors — Risks Relating to Our Business and Industry — The diagnostic testing market is highly

 

62


Table of Contents

competitive, and many of our competitors are larger, better established and have greater financial and other resources,” “Risk Factors — Risks Relating to Our Business and Industry — The consumer genetic testing market is highly competitive, and many of our competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of our consumer genetic testing business,” and “Risk Factors — Risks Relating to Our Business and Industry — The precision oncology market is highly competitive, and many of our competitors are more established and have stronger marketing capabilities and greater financial resources, which presents a continuous threat to the success of our precision oncology business.”

Intellectual Property

We regard our patents, trademarks, copyrights, domain names, know-how, trade secrets, and similar intellectual property, including our licenses to use and commercialize ColoClear, as critical to our success. We rely on patent, trademark, and copyright law and employment agreements with intellectual property assignment clauses, as well as confidentiality and non-compete employment terms with our employees and others to protect our intellectual property rights.

We rely on trademarks to build and maintain the integrity of our brand. As of December 31, 2022, we owned over 180 trademarks in China (including Hong Kong and Macau), the U.K., Malaysia, Singapore, the European Union and the U.S., among other jurisdictions.

We have implemented measures to protect and preserve our trade secrets and other proprietary rights by ensuring that we have confidentiality terms in place with our employees, manufacturers, suppliers and R&D collaborators. However, while we have implemented such measures, they can be breached, and we may not have adequate remedies for any such breach.

We may from time to time engage in litigation to protect our trade secrets or know-how, to defend against claims of infringement of the rights of others or to determine the scope and validity of the proprietary rights of others. Please see “Risk Factors — Risks Relating to Intellectual Property and Legal Proceedings” for additional information regarding these and other risks related to our intellectual property rights.

Collaboration Agreement with New Horizon Health Limited and Hangzhou New Horizon Health Technology Co., Ltd.

On July 29, 2019, and subsequently on December 18, 2019, we entered into a collaboration agreement and a supplementary agreement with New Horizon Health and NHH Hangzhou (together, “NHH”) for an initial term of five years with an option to renew by mutual consent for up to five years, which we collectively refer to as New Horizon Agreement. Pursuant to the New Horizon Agreement, we have exclusive, non-assignable and non-transferrable rights to market, promote, sell, offer to sell and distribute, and to provide testing services using the products developed by NHH Hangzhou or its affiliates based on, derived from or otherwise in relation to the proprietary technology of ColoClear for diagnostic use for colorectal cancer and adenoma, which we collectively refer to as the ColoClear Product, and to obtain the applicable regulatory approval, if required, for the ColoClear Product (together, “NHH Licensed Rights”) in Hong Kong, Macau and the Philippines. Subject to the terms set forth in the New Horizon Agreement, we agree to purchase from NHH Hangzhou and NHH Hangzhou agrees to sell us the ColoClear Product at a specified purchase price upon the parties’ execution of purchase orders. We covenant that during the term of the New Horizon Agreement and for a period of two years after the expiration of the term, we will not on our own or in collaboration with any third parties conduct any business in any way that is similar to or otherwise competes with the services in relation to the ColoClear Product in the licensed territories.

Upon our written request, NHH Hangzhou will use its commercially reasonable efforts to (i) assist us in identifying necessary equipment and appropriate manufacturers for equipment purchase, with relevant costs and

 

63


Table of Contents

expenses incurred thereby borne by us, (ii) assist us in configuring our existing laboratory, with relevant costs and expenses incurred thereby borne by us, (iii) deliver to us training and instruction regarding shipping, handling, processing, storage, analysis, and clinical interpretation of samples and (iv) provide us technical support that may arise from time to time.

Any and all patents, copyrights, trademarks, inventions, know-how, designs, technologies algorithms and other intellectual property rights, developed or generated based on or in connection with the collaboration under the New Horizon Agreement (collectively, “New IPs”) jointly by NHH and us during the term of the New Horizon Agreement would be jointly owned by NHH Hangzhou and us. NHH Hangzhou has the right of first refusal to license such New IPs to any third parties. Any new IPs independently developed by a party to the New Horizon Agreement shall be owned by such party.

We share the gross margin generated in connection with the ColoClear Products and their related services within the licensed territories equally with New Horizon Health. Each of us and New Horizon Health bears 50% of the cost incurred by us in connection with application for the regulatory approvals, if any. Any cost in relation to the direct sales and marketing of the ColoClear Product in the licensed territories is equally borne by NHH and us. As of the date of this prospectus, we have made payments in an aggregate amount of US$233,768.46 (based on the respective conversion ratio determined at the time such payments were made) under the New Horizon Agreement.

The New Horizon Agreement may be terminated (i) by mutual agreement in writing at any time, (ii) by each party with prior written notice to the other party, within the first year of the initial term of the New Horizon Agreement, (iii) by the other party unilaterally by written notice, if a party fails to make any payment fully and timely as required and such payment is still not fully made within a specified period after the date on which it becomes due and payable, (iv) by NHH unilaterally by written notice, if we commit any other material breach, other than that provided in (iii), and fail to cure such breach within a specified period after the delivery of a written notice of such breach, (v) by NHH unilaterally by written notice with respect to certain licensed territory, if we fail to obtain the applicable regulatory approvals for the ColoClear Product in such territory within two years after NHH Hangzhou’s grant of the NHH Licensed Rights, and a joint committee established pursuant to the New Horizon Agreement determines in good faith that the collaborations between the parties shall cease in such territory and (vi) by NHH unilaterally by written notice, if we file a petition related to bankruptcy or insolvency, and such petition is not dismissed within sixty days after the filing, or if we are a party to any dissolution or liquidation or make an assignment for the benefit of our creditors.

Our Team

We adopt an entrepreneurially inspired and scientifically rigorous approach in our daily operation. We believe that our smart, team-spirited, customer-first and scientifically-driven people set us apart from our peers and form our culture.

The following table sets forth the number of our employees categorized by function and geographic region as of April 28, 2023:

 

Function:

   As of
April 28, 2023
 

General and administrative

     149  

Operations

     119  

Products

     30  

Research and development

     41  

Sales and marketing

     58  
  

 

 

 

Total

                 397  
  

 

 

 

 

64


Table of Contents

Geographic Region:

   As of
April 28, 2023
 

The U.K.

     33  

Hong Kong

     146  

Taiwan

     159  

Others

     59  

Total

                 397  
  

 

 

 

As of April 28, 2023, we had approximately 400 employees and operated across nine locations, including the U.K., Hong Kong, Taiwan, Japan, India, South Africa and Southeast Asia. Our employees are primarily located in the U.K., Hong Kong and Taiwan. We believe we generally have good relationships with our employees.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Facilities

Our headquarters is located in Hong Kong. We have leased office space in Hong Kong, the U.K. and South Africa, among others. For our Hong Kong headquarters, we have leased office space totaling approximately 12,000 square feet. Our corporate head office space is used for management, sales and marketing, in-house R&D coordination, technology support, and general administrative activities. In addition, we operate 10 laboratories in Hong Kong, Taiwan, Japan and Thailand. Our laboratories are accredited by various organizations, including the Hong Kong Laboratory Accreditation Scheme, operated by the Hong Kong Accreditation Service, the Thailand Department of Medical Science, Ministry of Heal