Prenetics Global Ltd 20-F, filed May 27, 2022

Prenetics Global Ltd (PRE)

20-F 2022-05-27 For: 2022-05-18

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Added on April 12, 2026

About this 20-F

Prenetics Global Ltd filed this 20-F on May 27, 2022, covering the fiscal year ended May 18, 2022.

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Title of each class	Trading Symbol(s)	Name of exchange on which registered
Class A ordinary shares, par value $0.0001 per share	PRE	The Nasdaq Stock Market LLC
Warrants	PRENW	The Nasdaq Stock Market LLC

	EXPLANATORY NOTE					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	PART I					4
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS					4
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE					4
	ITEM 3. KEY INFORMATION					4
	ITEM 4A. UNRESOLVED STAFF COMMENTS					5
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS					5
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES					6
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS					7
	ITEM 8. FINANCIAL INFORMATION					8
	ITEM 9. THE OFFER AND LISTING					8
	ITEM 10. ADDITIONAL INFORMATION					9
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK					10
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES					11
	PART II					12
	PART III					12
	ITEM 17. FINANCIAL STATEMENTS					12
	ITEM 18. FINANCIAL STATEMENTS					12
	ITEM 19. EXHIBITS					12
	EXHIBIT INDEX					13
	SIGNATURE					16

As of December 31, 2021 (pro forma)	$ in thousands
Cash and cash equivalents		$	169,893
Equity:
Share premium			404,858
PubCo Class A ordinary shares			10
PubCo Class B ordinary shares			1
Reserves			(185,081)
Prenetics non-controlling interests			(85)
Total equity (deficit)			219,703
Debt:			—
Total capitalization		$	219,703

	Class A Ordinary Shares		Class B Ordinary Shares		% of Total Ordinary Shares		% of Voting Power (2)
Directors and Executive Officers(1)
Yeung Danny Sheng Wu(3)		—		9,713,864		8.75%		65.74%
Cheng Yin Pan (Ben)(4)		6,933,558		—		6.25%		2.35%
Dr. Cui Zhanfeng		789,282		—		*		*
Woo Ian Ying		—		—		—		—
Chiu Wing Kwan (Winnie)(5)		377,411		—		*		*
Dr. Tzang Chi Hung Lawrence(6)		3,840,716		—		3.46%		1.30%
Avrom Boris Lasarow		1,881,844		—		1.70%		*
Lo Hoi Chun (Stephen)		—		—		—		—
Dr. Ong Shih-Chang (Frank)		—		—		—		—
Dr. Senthil Sundaram		—		—		—		—
Dr. Wong Yung Ho Peter		—		—		—		—
Dr. Ma Wu Po (Mike)		—		—		—		—
All Directors and Executive Officers as a Group		13,822,811		9,713,864		21.21%		70.41%
Principal Shareholders
Prudential Hong Kong Limited		12,660,138		—		11.41%		4.28%
Da Yeung Limited(3)		—		9,713,864		8.75%		65.74%
Genetel Bioventures Limited		9,206,785		—		8.30%		3.12%

EXHIBIT NUMBER			DESCRIPTION
1.1*			Amended and Restated Memorandum and Articles of Association of PubCo
2.1			Specimen ordinary share certificate of PubCo (incorporated by reference to Exhibit 4.1 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
2.2			Specimen warrant certificate of PubCo (incorporated by reference to Exhibit 4.2 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
2.3			Warrant Agreement, dated May 13, 2021, between Artisan and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
2.4			Assignment, Assumption and Amendment Agreement, dated as of September 15, 2021, by and among Prenetics Global Limited, Artisan Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.8 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.1			Business Combination Agreement, dated as of September 15, 2021, by and among Artisan Acquisition Corp., Prenetics Global Limited, Prenetics Group Limited, AAC Merger Limited, and PGL Merger Limited (incorporated by reference to Exhibit 2.1 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.2			Amendment to Business Combination Agreement, dated as of March 30, 2022, by and among Artisan Acquisition Corp., Prenetics Global Limited, Prenetics Group Limited, AAC Merger Limited, and PGL Merger Limited (incorporated by reference to Exhibit 2.2 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.3			Registration Rights Agreement, dated as of September 15, 2021, by and among Prenetics Global Limited, Artisan Acquisition Corp., Artisan LLC and other parties named therein (incorporated by reference to Exhibit 10.5 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.4*†			PubCo 2022 Equity Incentive Plan.
4.5			Form of Indemnification Agreement between PubCo and each executive officer of PubCo (incorporated by reference to Exhibit 10.10 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.6			Form of PIPE Subscription Agreements (incorporated by reference to Exhibit 10.1 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.7			Deed of Novation and Amendment, dated as of September 15, 2021, by and among Artisan Acquisition Corp., Prenetics Global Limited, Artisan LLC and Aspex Master Fund (incorporated by reference to Exhibit 10.2 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.8			Deed of Novation and Amendment, dated as of September 15, 2021, by and among Artisan Acquisition Corp., Prenetics Global Limited, Artisan LLC and Pacific Alliance Asia Opportunity Fund L.P. (incorporated by reference to Exhibit 10.3 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).

EXHIBIT NUMBER			DESCRIPTION
4.9			Shareholder Support Agreement and Deed, dated as of September 15, 2021, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp., and certain management shareholders named therein (incorporated by reference to Exhibit 10.6 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.10			Shareholder Support Agreement and Deed, dated as of September 15, 2021, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp., and certain shareholders named therein (incorporated by reference to Exhibit 10.7 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.11			Sponsor Support Agreement, dated as of September 15, 2021, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp., Artisan LLC and other parties named therein (incorporated by reference to Exhibit 10.4 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.12#			Patent License Agreement, dated June 10, 2020, by and among Oxsed Limited, Oxford University (Suzhou) Science & Technology Co., Ltd. and Oxford University Innovation Limited, as amended on October 14, 2020 (incorporated by reference to Exhibit 10.14 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.13#			Patent License Agreement, dated October 6, 2020, by and between Oxsed Limited and New England Biolabs Inc. (incorporated by reference to Exhibit 10.15 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.14#			Patent License Agreement, dated October 12, 2020, by and between Oxsed Limited and Eiken Chemical Co., Ltd. (incorporated by reference to Exhibit 10.16 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.15#			Collaboration Agreement, dated July 29, 2019, by and among Prenetics Limited, New Horizon Health Limited and Hangzhou New Horizon Health Technology Co., Ltd, as amended on December 18, 2019 (incorporated by reference to Exhibit 10.17 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.16			Deed of Joinder, dated October 1, 2021, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp. and Prudential Hong Kong Limited (incorporated by reference to Exhibit 10.18 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.17			Form of Amendment to PIPE Subscription Agreements (incorporated by reference to Exhibit 10.19 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.18			Form of Deed of Amendment to Deed of Novation and Amendment (incorporated by reference to Exhibit 10.20 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.19			Sponsor Forfeiture and Conversion Agreement, dated as of March 30, 2022, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp., Artisan LLC, Mr. William Keller, Mr. Mitch Garber, Mr. Fan (Frank) Yu and Mr. Sean O’Neill (incorporated by reference to Exhibit 10.21 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).

EXHIBIT NUMBER			DESCRIPTION
4.20			Amendment to Sponsor Support Agreement, dated as of March 30, 2022, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp., Artisan LLC and other parties named therein (incorporated by reference to Exhibit 10.22 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
4.21			Amendment to Shareholder Support Agreement, dated as of March 30, 2022, by and among Prenetics Global Limited, Prenetics Group Limited, Artisan Acquisition Corp. and certain management shareholders named therein (incorporated by reference to Exhibit 10.23 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
8.1			List of subsidiaries of PubCo (incorporated by reference to Exhibit 21.1 to Amendment No. 8 to the Registration Statement on Form F-4 (Reg. No. 333-260928), filed with the SEC on March 30, 2022).
9.1			Registrant’s Representation under Item 8.A.4 (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form F-4 (File No. 333-261517), filed with the SEC on January 24, 2022).
15.1*			Unaudited Pro Forma Condensed Combined Financial Information of Prenetics and Artisan.
15.2*			Consent of KPMG.
15.3*			Consent of Marcum LLP.

ARTICLE	PAGE
TABLE A	1
DEFINITIONS AND INTERPRETATION	1
COMMENCEMENT OF BUSINESS	6
SITUATION OF REGISTERED OFFICE	7
SHARES	7
REDEMPTION, PURCHASE AND SURRENDER OF SHARES	12
TREASURY SHARES	13
MODIFICATION OF RIGHTS	13
SHARE CERTIFICATES	14
TRANSFER AND TRANSMISSION OF SHARES	14
LIEN	16
CALL ON SHARES	16
FORFEITURE OF SHARES	17
ALTERATION OF SHARE CAPITAL	18
GENERAL MEETINGS	18
NOTICE OF GENERAL MEETINGS	19
PROCEEDINGS AT GENERAL MEETINGS	19
VOTES OF SHAREHOLDERS	21
WRITTEN RESOLUTIONS OF SHAREHOLDERS	23
DIRECTORS	23
TRANSACTIONS WITH DIRECTORS	25
POWERS AND DUTIES OF DIRECTORS	26
PROCEEDINGS OF DIRECTORS	27
WRITTEN RESOLUTIONS OF DIRECTORS	28
PRESUMPTION OF ASSENT	28
BORROWING POWERS	29
SECRETARY	29
THE SEAL	29
DIVIDENDS, DISTRIBUTIONS AND RESERVES	29
SHARE PREMIUM ACCOUNT	31
ACCOUNTS	31
AUDIT	31
NOTICES AND INFORMATION	32
WINDING UP AND FINAL DISTRIBUTION OF ASSETS	34
INDEMNITY	34
DISCLOSURE	35
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE	35
REGISTRATION BY WAY OF CONTINUATION	35
FINANCIAL YEAR	36
AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION	36
MERGERS AND CONSOLIDATION	36

Acquisition Effective Time		has the meaning ascribed to such term in the Business Combination Agreement;

Affiliate		means, in respect of a person, any other person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such person; provided, that in the case of a Key Executive, the term Affiliate shall include such Key Executive’s Permitted Entities, notwithstanding anything to the contrary contained herein;

Articles		means these Articles of Association of the Company, as amended from time to time by Special Resolution;

Auditors		means the auditor or auditors for the time being of the Company;

Board of Directors		means the Directors assembled as a board;

Business Combination Agreement		means that certain Business Combination Agreement among the Company, Artisan Acquisition Corp., AAC Merger Limited, PGL Merger Limited and Prenetics Group Limited dated 15 September 2021 (as the same may be amended, restated or supplemented);

Business Day		means any day, excluding Saturdays, Sundays, and any other day on which commercial banks are authorized or required by law to close in New York, U.S., the Cayman Islands, or Hong Kong;

Chairperson		means the chairperson of the Board of Directors;

Class A Ordinary Share		means a Class A Ordinary Share in the capital of the Company of a par value of US$0.0001 having the rights, benefits and privileges set out in these Articles;

Class B Ordinary Share		means a Class B Ordinary Share in the capital of the Company of a par value of US$0.0001 having the rights, benefits and privileges set out in these Articles;

Class B Ordinary Shareholder		means a holder of Class B Ordinary Shares;

Communication Facilities		means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;

Companies Act		means the Companies Act (as amended);

Company		means the above-named company;

Control, Controlling, under common Control with		means directly or indirectly: (i) the ownership or control of a majority of the outstanding voting securities of such person; (ii) the right to control the exercise of a majority of the votes at a meeting of the board of directors (or equivalent governing body) of such person; or (iii) the ability to direct or cause the direction of the management and policies of such person (whether by contract, through other legally enforceable rights or howsoever arising);

Designated Stock Exchange		means NASDAQ or any other internationally recognized stock exchange on which the Company’s securities are traded;

Designated Stock Exchange Rules		means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange;

Directors		means the directors of the Company for the time being;

Electronic Record		has the same meaning as in the Electronic Transactions Act;

Electronic Transactions Act		means the Electronic Transactions Act (as amended);

Family Members		means the following individuals: the applicable individual, the spouse of the applicable individual (including former spouses), the parents of the applicable individual, the lineal descendants of the applicable individual, the siblings of the applicable individual, and the lineal descendants of a sibling of the applicable individual. For purposes of the preceding sentence, the descendants of any individual shall include adopted individuals and their issue but only if the adopted individual was adopted prior to attaining age 18;

Incapacity		means with respect to an individual, the permanent and total disability of such individual so that such individual is unable to engage in any substantial gainful activity by reason of any medically determinable mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months as determined by a licensed medical practitioner. In the event of a dispute regarding whether an individual has suffered an Incapacity, no Incapacity of such individual will be deemed to have occurred unless and until an affirmative ruling regarding such Incapacity has been made by a court or arbitral panel of competent jurisdiction, and such ruling has become final and non-appealable;

Indemnified Person		has the meaning set out in Article 173;

Initial Merger Effective Time		has the meaning ascribed to such term in the Business Combination Agreement;

Key Executive		means Danny Yeung and his Permitted Entities and Permitted Transferees of each of them;

Memorandum		means the Memorandum of Association of the Company, as amended and restated from time to time by Special Resolution;

Notice Period		has the meaning set out in Article 123;

Ordinary Resolution		means a resolution: (a) passed by a simple majority of the votes of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or (b) approved in writing by all the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders aforesaid, and the effective date of the resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

Ordinary Shares		means, collectively, the Class A Ordinary Shares and the Class B Ordinary Shares;

paid up		means paid up as to the par value and any premium payable in respect of the issue of any Shares and includes credited as paid up;

Permitted Entity		with respect to any Key Executive: (a) any person in respect of which such Key Executive has, directly or indirectly: (i) control with respect to the voting of all the Class B Ordinary Shares held by or to be transferred to such person; (ii) the ability to direct or cause the direction of the management and policies of such person or any other person having the authority referred to in the preceding clause (a)(i) (whether by contract, as executor, trustee, trust protector or otherwise); or (iii) the operational or practical control of such person, including through the right to appoint, designate, remove or replace the person having the authority referred to in the preceding clauses (a)(i) or (ii); (b) any trust the beneficiaries of which consist primarily of a Key Executive, his or her Family Members, and/or any persons Controlled directly or indirectly Controlled by such a trust; and (c) any person Controlled by a trust described in the immediately preceding clause (b);

Permitted Transferee		with respect to the Class B Ordinary Shareholders, any or all of the following: (a) any Key Executive; (b) any Key Executive’s Permitted Entities; (c) the transferee or other recipient in any transfer of any Class B Ordinary Shares by any Class B Ordinary Shareholder: (i) to (A) his or her Family Members; (B) any other relative or individual approved by the Board of Directors; or (C) any trust or estate planning entity (including partnerships, limited companies, and limited liability companies), that is primarily for the benefit of, or the ownership interests of which are Controlled by, such Class B Ordinary Shareholder, his or her Family Members, and/or other trusts or estate planning entities described in this paragraph (c), or any entity Controlled by such Key Executive or a trust or estate planning entity; or (ii) occurring by operation of law, including in connection with divorce proceedings; (d) any charitable organization, foundation, or similar entity; (e) the Company or any of its subsidiaries; (f) in connection with a transfer as a result of, or in connection with, the death or Incapacity of a Key Executive: any Key Executive’s Family Members, another Class B Ordinary Shareholder, or a designee approved by majority of all Directors , provided that in case of any transfer of Class B Ordinary Shares pursuant to clauses (b) through (e) above to a person who at any later time ceases to be a Permitted Transferee under the relevant clause, the Company shall be entitled to refuse registration of any subsequent transfer of such Class B Ordinary Shares except back to the transferor of such Class B Ordinary Shares pursuant to clauses (b) through (e) (or to a Key Executive or his or her Permitted Transferees) and in the absence of such transfer back to the transferor (or to a Key Executive or his or her Permitted Transferees), the applicable Class B Ordinary Shares shall convert in accordance with Article 21(d)(iv) applied mutatis mutandis;

person		means, any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having separate legal personality) or any of them as the context so requires;

present		means in respect of any person, such person’s presence at a general meeting of the Company (or any meeting of the holders of any class of Shares), which may be satisfied by means of such person or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities;

Register of Members		means the register of Shareholders to be kept pursuant to these Articles and the Companies Act;

Registered Office		means the registered office of the Company for the time being;

Seal		means the common seal of the Company including any duplicate seal;

Secretary		means any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Securities Act		means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Securities and Exchange Commission of the United States of America thereunder, all as the same shall be in effect at the time;

Share		means any share in the capital of the Company of any class including a fraction of a share;

Share Premium Account		means the share premium account established in accordance with these Articles and the Companies Act;

Shareholder		means any person registered in the Register of Members as the holder of Shares of the Company;

signed		includes an electronic signature and a signature or representation of a signature affixed by mechanical means;

Special Resolution		means a special resolution: (a) passed by a majority of at least two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or (b) approved in writing by all the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders aforesaid, and the effective date of the resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

Treasury Shares		means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled; and

Virtual Meeting		means any general meeting of the Company (or any meeting of the holders of any class of shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairperson of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

	Share Ownership in PubCo⁽¹⁾
	Number of Class A Ordinary Shares		%			Number of Class B Ordinary Shares		%
Prenetics Shareholders		71,804,039		64.70	%		9,713,864		8.75	%
Artisan Public Shareholders⁽³⁾		6,522,186		5.88	%		—		—	%
Sponsor and certain Artisan directors⁽²⁾⁽⁴⁾		7,033,558		6.33	%		—		—	%
PIPE investors⁽⁵⁾		7,198,200		6.49	%		—		—	%
Forward Purchase Investors⁽²⁾⁽⁶⁾		8,707,500		7.85	%		—		—	%
Pro forma Combined Company Ordinary Shares		101,265,483		91.25	%		9,713,864		8.75	%

	Artisan (U.S. GAAP, Historical)			Prenetics (IFRS, Historical)			IFRS Conversion and Presentation Alignment (Note 2)				Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Non-current assets:
Property, plant and equipment	$	—		$	13,037		$	—			$	—			$	13,037
Intangible assets		—			23,826			—				—				23,826
Goodwill		—			3,978			—				—				3,978
Interest in a joint venture		—			—			—				—				—
Deferred tax assets		—			80			—				—				80
Prepaid insurance - non-current		187			—			—				—				187
Investments held in trust account		339,381			—			—				(339,381	)	D		—
Other non-current assets		—			694			—				—				694
Total non-current assets		339,568			41,615			—				(339,381	)			41,802
Current assets:
Inventories		—			6,829			—				—				6,829
Trade receivables		—			47,042			—				—				47,042
Deposits and prepayments		508			7,406			—				—				7,914
Other receivables		—			412			—				—				412
Amount due from a shareholder		—			—			—				—				—
Amount due from a joint venture		—			—			—				—				—
Amounts due from related companies		—			9			—				—				9
Financial assets at fair value through profit or loss		—			9,906			—				—				9,906
Cash and cash equivalents		102			35,289			—				339,381		D		169,893
												55,800		E
												60,000		F
												(21,735	)	G
												(10,011	)	H
												(288,933	)	K
Total current assets		610			106,893			—				134,502				242,005
Total assets		340,178			148,508			—				(204,879	)			283,807
LIABILITIES AND EQUITY (DEFICIT)
Non-current liabilities:
Warrant liabilities	$	12,249		$	—			—				586		F		12,835
Derivative liability - forward purchase agreement		485			—			—				(485	)	F		—
Deferred underwriting fee payable		11,877			—			—				(11,877	)	H		—
Preference shares liabilities		—			486,405			—				(486,405	)	C		—
Deferred tax liabilities		—			660			—				—				660
Lease liabilities		—			3,600			—				—				3,600
Artisan ordinary shares subject to redemption		—			—			339,342		A		(339,342	)	J		—
Total non-current liabilities		24,611			490,665			339,342				(837,523	)			17,095
Current liabilities:
Accounts payables		274			9,980			—				(270	)	G		9,984
Accrued offering costs		13			—			—				—				13
Promissory note - related party		—			—			—				—				—
Due to related party		—			—			—				—				—
Accrued professional fees and other expenses		2,912			—			—				(2,881	)	G		31
Accrued expenses - related party		80			—			—				—				80
Accrued expenses and other current liabilities		—			36,280			—				(11,857	)	G		24,423
Deferred consideration		—			—			—				—				—
Amounts due to shareholders		—			—			—				—				—
Contract liabilities		—			9,587			—				—				9,587
Lease liabilities		—			1,667			—				—				1,667
Convertible securities		—			—			—				—				—
Tax payable		—			1,224			—				—				1,224
Total current liabilities		3,279			58,738			—				(15,008	)			47,009
Total liabilities		27,890			549,403			339,342				(852,531	)			64,104
Ordinary shares subject to possible redemption		339,342			—			(339,342	)	A		—				—
Equity (deficit):
Artisan Preference shares		—			—			—				—				—
Artisan Class A ordinary shares		—			—			—				3		J		—
												(3	)	K
												1		M
								—				(1	)	N
Artisan Class B ordinary shares		1			—			—				(1	)	M		—
Share premium		—			1			—				114,054		C		404,858
												55,799		E
												59,898		F
												(5,859	)	G
												1,774		I
												339,339		J
												(8	)	O
												128,790		P
												(288,930	)	K
PubCo Class A ordinary shares		—			—			—				1		E		10
												1		F
												1		N
												7		O
PubCo Class B ordinary shares		—			—			—				1		O		1
Reserves		—			(400,811	)		24		B		372,351		C		(185,081	)
												(868	)	G
												1,866		H
												(1,774	)	I
												(27,079	)	L
												(128,790	)	P
Additional paid-in capital		24			—			(24	)	B		—				—
Accumulated deficit		(27,079	)		—			—				27,079		L		—
Prenetics non-controlling interests		—			(85	)		—				—				(85	)
Total equity (deficit)		(27,054	)		(400,895	)		—				647,652				219,703
Total liabilities and equity (deficit)	$	340,178		$	148,508		$	—			$	(204,879	)		$	283,807

	For the Period from February 2, 2021 (Inception) Through December 31, 2021			Year Ended December 31, 2021									For the Year Ended December 31, 2021
	Artisan (U.S. GAAP, Historical)			Prenetics (IFRS, Historical)			IFRS Conversion and Presentation Alignment (Note 2)		Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	—		$	275,853		$	—	$	—			$	275,853
Direct costs		—			(169,722	)		—		—				(169,722	)
Gross profit		—			106,131			—		—				106,131
Other income and other net losses		—			139			—		—				139
Share of loss of a joint venture		—			—			—		—				—
Selling and distribution expenses		—			(21,932	)		—		(23	)	DD		(21,955	)
Research and development expenses		—			(10,564	)		—		(19,498	)	DD		(30,062	)
Administrative and other operating expenses		—			(83,991	)		—		(868	)	AA		(217,367	)
										(3,718	)	DD
										(128,790	)	EE
Professional fees and other expenses		(3,943	)		—			—		—				(3,943	)
(Loss) income from operations		(3,943	)		(10,217	)		—		(152,897	)			(167,057	)
Expensed offering costs		(534	)		—			—		—				(534	)
Unrealized gain on investments held in trust account		34			—			—		(34	)	BB		—
Change in fair value of derivative liability - forward purchase agreement		(874	)		—			—		874		FF		—
Change in fair value of warrant liabilities		2,006			—			—		—				2,006
Dividend income on investments held in Trust Account		4			—			—		(4	)	BB		—
Finance costs		—			(5,238	)		—		5,010		GG		(228	)
Fair value loss on convertible securities		—			(29,055	)		—		29,055		CC		—
Fair value loss on preference share liabilities		—			(125,399	)		—		125,399		GG		—
Fair value loss on financial assets at fair value through profit or loss		—			(94	)		—		—				(94	)
Write-off on amount due from shareholder		—			(106	)		—		—				(106	)
Gain on bargain purchase		—			117			—		—				117
Loss on disposal of a subsidiary		—			(292	)		—		—				(292	)
Loss before taxation		(3,307	)		(170,284	)		—		7,403				(166,188	)
Income tax expense		—			(3,733	)		—		—				(3,733	)
Loss for the period		(3,307	)		(174,017	)		—		7,403				(169,921	)
Other comprehensive income (loss) for the period		—			260			—		—				260
Total comprehensive loss for the period	$	(3,307	)	$	(173,757	)	$	—	$	7,403			$	(169,661	)

Net loss per share (Note 4):
Basic and diluted weighted average shares outstanding, Class A ordinary shares		23,119,071
Basic and diluted net loss per share, Class A ordinary shares	$	(0.10	)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		9,597,539
Basic and diluted net loss per share, Class B ordinary shares	$	(0.10	)
Basic and diluted weighted average ordinary shares outstanding					14,596,997
Basic and diluted loss per share				$	(11.92	)
Basic and diluted weighted average shares outstanding, PubCo Class A ordinary shares														101,265,483
Basic and diluted net loss per share, PubCo Class A ordinary shares													$	(1.53	)
Basic and diluted weighted average shares outstanding, PubCo Class B ordinary shares														9,713,864
Basic and diluted net loss per share, PubCo Class B ordinary shares													$	(1.53	)

	A.	Reflects the reclassification/alignment of Artisan temporary equity to align with the statement of financial position presentation of Prenetics.

	B.	Reflects the reclassifications/alignment of Artisan additional paid-in capital to align Artisan’s historical financial information in accordance with the presentation of Prenetics’ historical financial information.

	C.	Represents the elimination of Prenetics’ preference share liabilities upon consummation of the Business Combination.

	D.	Represents release of the investments held in the Trust Account upon consummation of the Business Combination to fund the closing of the Business Combination.

	E.	Represents cash proceeds of $55,800,000 from the private placement of 7,198,200 PubCo Class A ordinary shares (after giving effect to the Class A Exchange Ratio) pursuant to the concurrent PIPE Investment.

	F.	Represents cash proceeds of $60,000,000 from the private placement of 7,740,000 PubCo Class A ordinary shares (after giving effect to the Class A exchange ratio) and 1,500,000 warrants (the “Forward Purchase Securities”) pursuant to the Forward Purchase Agreements. In connection with the issuance of the Forward Purchase Securities, the combined Company eliminated the derivative liability associated with the Forward Purchase Agreements and recorded additional warrant liabilities of $586,350.

	G.	Represents estimated non-recurring transaction costs of approximately $22,787,000 inclusive of advisory, banking, printing, legal and accounting fees that are expensed as a part of the Business Combination and equity issuance costs that are capitalized into share premium. As of December 31, 2021, approximately $3,151,000 was expensed as incurred and accrued on the historical balance sheet of Artisan and approximately $11,857,000 was expensed as incurred and accrued on the historical balance sheet of Prenetics. Approximately $21,735,000 was paid on the Closing Date and approximately $1,052,000 of transaction costs will be paid by PubCo subsequent to the Closing Date and remains accrued on the balance sheet. Equity issuance costs of approximately $5,859,000 are offset to share premium and the remaining balance is expensed through reserves. The costs expensed through reserves are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 as discussed below (see adjustment AA).

	H.	Reflects the settlement of deferred underwriting commissions. The payment of $10,010,599 has been recorded as a reduction of $11,876,982 to deferred underwriting fee payable and a corresponding $1,866,383 adjustment to reserves as a result of a concession agreed upon on May 17, 2022 with the underwriters of Artisan’s initial public offering.

	I.	Reflects the issuance of Prenetics ordinary shares to certain existing shareholders of Prenetics as part of the equity consideration for Prenetics Limited’s acquisition of Oxsed Limited.

	J.	Reflects the reclassification of Artisan’s Class A ordinary shares subject to possible redemption to permanent equity.

	K.	Reflects the actual redemption of 28,878,277 Public Shares for aggregate payments to redeeming Public Shareholders of $288,932,975 at a redemption price of approximately $10.01 per share based on the investments held in the Trust Account on the redemption date.

	L.	Reflects the elimination of Artisan’s historical accumulated deficit.

	M.	Reflects the conversion of all outstanding Artisan Class B ordinary shares to Artisan Class A ordinary shares pursuant to the Class B Recapitalization.

	N.	Represents the exchange of 11,258,328 Artisan Class A ordinary shares (after the Class B Recapitalization) into 14,523,244 PubCo Shares (pursuant to the Class A Exchange Ratio).

	O.	Represents recapitalization of Prenetics’ outstanding equity and the issuance of PubCo Shares to Prenetics shareholders as consideration for the reverse recapitalization.

	P.	Represents the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the fair value of equity instruments, including PubCo Shares, Public Warrants and Private Placement Warrants, issued and the fair value of Artisan’s identifiable net assets at the date of the Business Combination, resulting in a $128.8 million increase to share premium. The fair value of shares and warrants issued was estimated based on a market price as of May 18, 2022 of $10.05 per share and $0.39 per Public Warrant. For the Private Placement Warrants, a valuation was performed as of May 18, 2022. These costs expensed through reserves are included in the unaudited pro forma condensed combined statement of profit or loss and other comprehensive income as discussed in adjustment EE below.

	Shares		(in 000s)
Artisan Public Shareholders		6,522,186
Sponsor and certain Artisan directors		7,033,558
Forward Purchase Investors		967,500
Total PubCo Shares to be issued to Artisan shareholders		14,523,244
Market value per share at December 31, 2021	$	10.05
Fair value of shares issued			$	145,959
Artisan Public Warrants		11,311,386
Artisan Private Warrants		4,541,007
Total PubCo Warrants to be issued to Artisan Warrant holders⁽¹⁾		15,852,393
Market value per Public Warrant	$	0.39
Fair Value per Private Warrant	$	0.39
Fair value of warrants issued			$	6,187
Fair value of shares and warrants issued in consideration for combination			$	152,146
Net assets of Artisan as of December 31, 2021			$	23,355
Difference – being IFRS 2 charge for listing services			$	128,791

	AA.	Reflects the accrual of additional transaction costs incurred subsequent to December 31, 2021. These costs are in addition to transaction costs incurred by Artisan in the respective historical statement of operations for the for the period from February 2, 2021 (inception) through December 31, 2021. Additional transaction costs are reflected as if incurred on January 1, 2021, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item.

	For the Year Ended December 31, 2021
	Class A Shares			Class B Shares
Net loss allocated to each class	$	(155,048	)	$	(14,873	)
Weighted average ordinary shares outstanding - basic and diluted		101,265,483			9,713,864
Net loss per share - basic and diluted	$	(1.53	)	$	(1.53	)
Excluded securities: ⁽¹⁾
Shares underlying Public Warrants⁽⁴⁾		14,591,687			—
Shares underlying Private Placement Warrants⁽²⁾⁽⁴⁾		7,792,898			—
PubCo RSUs		9,860,076			19,991,423
Shares issuable pursuant to exchange loan notes⁽³⁾		1,578,562			—