Prenetics Global Ltd F-3, filed Mar 31, 2026
Prenetics Global Ltd (PRE)
F-3
2026-03-31
View Original
Added on
October 16, 2026
As filed with the Securities and Exchange Commission on March 31, 2026
Registration No.: 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
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 | Not Applicable | |||||||||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||||||||||||||
| Unit 703-706, K11 Atelier | ||||||||||||||||||||||||||
| 728 King’s Road, Quarry Bay | ||||||||||||||||||||||||||
| Hong Kong | ||||||||||||||||||||||||||
| 85222109588 | ||||||||||||||||||||||||||
(Address and telephone number 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:
Danny Sheng Wu Yeung
Unit 703-706, K11 Atelier
728 King’s Road, Quarry Bay
Hong Kong
Tel: +852 2110 9588
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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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. o
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
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 statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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 x
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. o
† 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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 31, 2026
PROSPECTUS
PRENETICS GLOBAL LIMITED
2,360,416 CLASS A ORDINARY SHARES
This prospectus relates to the registration and resale by the selling shareholders (the “Selling Shareholders”) identified in this prospectus of up to an aggregate of 2,360,416 Class A Ordinary Shares, par value $0.0015 per share (“Class A Ordinary Shares”), issuable upon exercise of Class C warrants (the “Exchange Warrants” and the Class A Ordinary Shares issuable upon exercise of the Exchange Warrants, the “Warrant Shares”).
The Exchange Warrants were issued pursuant to warrant exchange agreements entered into with certain holders on December 23, 2025 and December 31, 2025 (the “December Warrant Exchange Agreements”). The December Warrant Exchange Agreements provided for the exchange of warrants that had been issued in the Company’s best efforts public offering completed on October 28, 2025 (the “October Offering”). In the October Offering, the Company issued (i) 2,722,642 Class A Ordinary Shares, (ii) Class A warrants to purchase up to 2,722,642 Class A Ordinary Shares at an exercise price of $24.12 per share, (iii) Class B warrants to purchase up to 2,722,642 Class A Ordinary Shares at an exercise price of $32.16 per share and (iv) Placement Agent warrants to purchase up to 131,829 Class A Ordinary Shares at an exercise price of $16.08 per share (the Class A warrants and Class B warrants collectively, the “October Warrants”).
Pursuant to the December Warrant Exchange Agreements, the October Warrants were exchanged at a ratio of two October Warrants for one Exchange Warrant. Each Exchange Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $18.00 per share and will become exercisable upon the effectiveness of the registration statement of which this prospectus forms a part. The Exchange Warrants will remain exercisable for a period of two years following the date they first become exercisable.
The Class A Ordinary Shares issuable upon exercise of the October Warrants were included for registration, pursuant to a prospectus supplement, dated October 28, 2025 (the “October Prospectus Supplement”) to the Company’s effective registration statement on Form F-3 (File No. 333-288824), which was initially filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2025, and was declared effective on September 11, 2025 (the “Shelf Registration Statement”). We are now registering the Warrant Shares issuable upon exercise of the Exchange Warrants on behalf of the Selling Shareholders, to be offered and sold by them from time to time.
We will not receive any proceeds from the sale of Warrant Shares by the Selling Shareholders pursuant to this prospectus. However, we may receive proceeds from any exercise of the Exchange Warrants. The Selling Shareholders from time to time may offer and sell the Warrant Shares held by them directly or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders, the purchasers of the shares, or both. Sales of the Class A Ordinary Shares by the Selling Shareholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at negotiated prices and/or at varying prices determined at the time of sale. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the Selling Shareholders may sell their Class A Ordinary Shares hereunder following the effective date of the
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registration statement of which this prospectus forms a part. The registration of the shares on behalf of the Selling Shareholders, however, does not necessarily mean that any of the Selling Shareholders will offer or sell their shares under this registration statement or at any time in the near future. We cannot predict when, or in what amounts, the Selling Shareholders may sell any of the shares. We provide more information about how the Selling Shareholders may sell or otherwise dispose of their Class A Ordinary Shares in the section titled “Plan of Distribution” beginning on page 40 of this prospectus.
We are paying the cost of registering the Class A Ordinary Shares covered by this prospectus as well as various related expenses. The Selling Shareholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their shares.
Our Class A Ordinary Shares are listed on the Nasdaq Stock Market LLC, or “Nasdaq,” under the trading symbol “PRE”. On March 30, 2026, the closing sale price as reported on Nasdaq of our Class A Ordinary Shares was $19.95 per share.
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, “we,” “us,” “our,” “the Company” and “our company” refer to Prenetics Global Limited and its subsidiaries and consolidated affiliated entities, and 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 (the “Business Combination”) as contemplated by the business combination agreement, dated September 15, 2021, as amended, by and among Prenetics, Artisan Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Artisan”) and the other parties thereto, 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, in particular, Prenetics and its subsidiaries. We have subsidiaries conducting operations in Hong Kong. Investors purchasing our securities are purchasing equity interests in the Cayman Islands holding company.
We face various legal and operational risks and uncertainties relating to our operations in Hong Kong. As we presently do not have any business operations in mainland China, either directly or through Variable Interest Entity (VIE) arrangements, we consider that the current laws and regulations of the PRC applicable in mainland China have no material impact on our business, financial condition or results of operations. However, since Hong Kong and Macau are special administrative regions of China, the legal and operational risks associated with operating in China also apply to our operations in Hong Kong and Macau.
Should the PRC government seek to affect operations of any company with any level of operations in Hong Kong, or should certain PRC laws and regulations or these statements or regulatory actions become applicable to us in the future, it would likely have a material adverse impact on our business, financial condition and results of operations, ability to accept foreign investments and our ability to offer or continue to offer securities to investors in the United States or to list on a U.S. or other international securities exchange, any of which may cause the value of our securities to significantly decline or become worthless.
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On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, and our auditor was subject to that determination. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China or Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA and as a result, Nasdaq may determine to delist our securities.
The Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, decreased the number of “non-inspection years” from three years to two years, and thus, reduced the time before our securities may be prohibited from trading or delisted. The delisting of our securities, or the threat of them being delisted, may materially and adversely affect the value of your investment.” In light of the PRC government’s expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in China can change quickly with little or no advance notice. The PRC government may intervene or influence our current and future operations in Hong Kong or mainland China, if we in the future decide to expand our business operations in mainland China, at any time, or may exert more control over offerings conducted in the United States or in other international jurisdictions or foreign investment in companies like us.
We and our subsidiaries have not declared or paid dividends or made any distribution of earnings as of the date of this prospectus. We do not intend to declare dividends or distribute earnings (if any) in the near future. Any determination to pay dividends or distribute earnings (if any) in the future will be at the discretion of our board of directors.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22 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 , 2026
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TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
Under this registration, the Selling Shareholders may, at any time and from time to time, offer and/or sell the Class A Ordinary Shares described in this prospectus in one or more offerings. Any accompanying prospectus supplement or any related free writing prospectus may also add, update or change information contained in this prospectus or in any documents incorporated by reference into this prospectus.
This prospectus provides you with a general description of the Class A Ordinary Shares. Any accompanying prospectus supplement or any related free writing prospectus may also add, update or change information contained in this prospectus or in any documents incorporated by reference into this prospectus. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. You should read both this prospectus and the accompanying prospectus supplement (and any applicable free writing prospectus) together with the additional information described under the heading “Incorporation by Reference.”
If there is any inconsistency between the information in this prospectus and any prospectus supplement or free writing prospectus, you should rely on the information contained in the prospectus supplement or free writing prospectus, as applicable.
You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. Neither we nor the Selling Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information or representations that others may give you. This prospectus and any accompanying prospectus supplement (and any applicable free writing prospectus) do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any jurisdiction or under any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
A statement contained in a subsequent prospectus supplement or document incorporated by reference into this prospectus after the date hereof shall be deemed to be modified or superseded for purposes of this prospectus to the extent that such statement contained in this prospectus conflicts or is otherwise inconsistent with the statement in any such prospectus supplement or subsequently filed document which is also incorporated in this prospectus. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
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This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, in any accompanying prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
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COMMONLY USED TERMS
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.
“2021 Warrants” means warrants of the Company, each entitling its holder to purchase 1.29 Class A Ordinary Share at an exercise price of $133.65 per 1.29 shares (or an effective price of $103.60 per share), subject to adjustment pursuant to the terms of the Assignment, Assumption and Amendment Agreement and the warrant agreement, dated May 13, 2021, by and between Artisan and Continental Stock Transfer and Trust Company.
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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 acquisition of digital assets in connection with our previous treasury strategy exposes us to financial and regulatory risks;
•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;
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•The inability to increase the authorized capital stock;
•The results of any future financing efforts;
•And other risks and uncertainties, including those described in Part I (Risk Factors) in our most recent Form 20-F for the year ended December 31, 2024).
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.
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PROSPECTUS SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC. Investing in our securities involves substantial risks. Therefore, carefully consider the risk factors set forth in this prospectus and in our most recent filings with the SEC including our annual report and reports on Form 6-K, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities.
Business Overview
We are a consumer health company dedicated to advancing human health and longevity through science-backed products and world-class brand partnerships. Our flagship brand, IM8—co-founded with David Beckham and championed by Aryna Sabalenka and Ollie Bearman—is redefining the premium daily nutrition category. Since its launch in December 2024, IM8 has become one of the fastest-growing brands in consumer health history, achieving $120 million in annualized recurring revenue1 after just twelve months and shipping to more than 30 countries worldwide.
Prenetics was founded in 2014 in Hong Kong by Danny Yeung, a serial entrepreneur whose career has been defined by building technology-driven businesses that operate at the intersection of science, consumer behavior, and global scale. What began as a genomic testing company has, over the past decade, evolved through deliberate strategic pivots into one of the most compelling consumer health stories in global public markets today.
That evolution reached an inflection point in December 2024, when we launched IM8—a premium health and longevity brand co-founded with David Beckham. Within twelve months, IM8 reached $10 million in monthly revenue and $120 million in annualized recurring revenue, making it one of the fastest-growing supplement brands in recorded history. That performance forced a simple strategic question: what should this company become? The answer was equally simple. We would become IM8.
Strategic Transformation: Decisive Capital Allocation
The breakout performance of IM8 made our strategic path clear: concentrate every resource on the highest-returning opportunity. During 2025 and into early 2026, we executed a series of decisive divestitures to transform Prenetics towards a pure-play consumer health company:
ACT Genomics (October 2025): Divested our clinical genomics business in a transaction valued at up to approximately $72 million in cash, of which approximately $46 million represented gross proceeds to the Company. The divestiture eliminated operational complexity and cash burn from a non-core business while generating significant non-dilutive capital.
Europa (January 2026): Sold our Europa 3PL distribution business for up to $13 million in all-stock consideration. While Europa provided valuable early infrastructure for IM8’s U.S. supply chain, it operated at approximately 1% gross margins—a profile fundamentally misaligned with the premium economics of IM8.
1 The Company uses annualized recurring revenue as a key operating metric and is calculated by multiplying the monthly revenue from the last month of a given period by 12.
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Insighta (February 2026): Completed the sale of our remaining 35% equity stake to Tencent for $70 million in cash. This transaction validated the technology value of Insighta while representing the single largest non-dilutive capital transaction in the Company’s history, generating significant liquidity to fund IM8’s global expansion.
The cumulative effect of these transactions was transformational: a materially simpler operating structure, a significantly strengthened balance sheet with approximately $164 million in total adjusted liquidity2 and zero debt as of March 1, 2026, and a focused strategic mandate centered entirely on consumer health and longevity through IM8.
Our Business
Following the completion of our strategic transformation, our business is organized around two brands:
IM8: Our flagship premium health and longevity brand. IM8 is a digitally native, subscription-first, direct-to-consumer brand offering scientifically formulated supplements designed to support comprehensive daily health, performance, and healthy aging.
CircleDNA: Our consumer genetic testing brand, leveraging next-generation sequencing technology to deliver comprehensive DNA testing with over 500 personalized health reports. CircleDNA serves as a complementary asset to our overall consumer health platform.
During fiscal years 2023 to 2025, our business also included ACT Genomics (clinical oncology diagnostics, divested October 2025) and Europa (3PL sports distribution, divested January 2026). Both businesses have been fully divested as part of the strategic transformation described above.
IM8 Product Portfolio
IM8’s product architecture is built around a simple framework: “For Today” (daily performance and nutrition) and “For Tomorrow” (longevity and healthy aging), with a premium bundle—the Beckham Stack—that combines both into a single daily ritual.
Daily Ultimate Essentials Pro. IM8’s flagship product and best-selling SKU. An all-in-one daily powder supplement engineered to replace 16 or more individual supplements in a single drink. The formula delivers over 90 premium ingredients—including clinical-grade vitamins, minerals, antioxidants, superfoods, adaptogens, prebiotics, probiotics, and postbiotics—designed to support energy, immunity, digestion, cognitive function, hydration, and overall wellness. Available in multiple flavors (Açaí + Mixed Berries, Lemon + Orange, Mango + Passion Fruit, and a Variety Pack). NSF Certified for Sport, non-GMO, vegan, allergen-free, gluten-free, with no artificial flavors, colors, or sweeteners. Offered on monthly and quarterly subscription plans or as a one-time purchase.
Daily Ultimate Longevity. Scientifically formulated to support all twelve recognized hallmarks of aging through a proprietary five-complex system. The product delivers many times more active ingredient capacity compared to traditional capsule-based longevity formats, with therapeutic doses of premium longevity compounds including NMN, a triple senolytic complex (Resveratrol, Quercetin, Fisetin), Spermidine, L-Glycine, Taurine, and Dihydroberberine. Available in Açaí Berry and Pomegranate flavor. NSF Certified for Sport, non-GMO, vegan, and allergen-free. Offered on monthly and quarterly subscription plans or as a one-time purchase.
2 Adjusted liquidity is a non-IFRS financial measure, comprising: cash and cash equivalents of $93.0 million, financial assets at fair value through profit or loss (primarily comprising of fixed income funds) of approximately $29.3 million based on the most recent available valuation and subject to finalization as part of the ongoing annual audit, digital asset holdings valued at approximately $34.2 million, and portions of gross proceeds of the ACT Genomics sale and Insighta sale transactions held in escrow pending fulfillment of customary release conditions of $6.3 million and $1.0 million, respectively. Our total adjusted liquidity decreased from approximately $171 million as of February 15, 2026 to approximately $164 million as of March 1, 2026 on account of expenses used to support inventory growth and marketing costs on advertising services.
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The Beckham Stack. A bundled offering combining Daily Ultimate Essentials Pro and Daily Ultimate Longevity into a comprehensive daily nutrition ritual. Positioned as the best-value option for customers seeking full-spectrum daily health and advanced longevity support. Offered on monthly and quarterly subscription plans or as a one-time purchase.
All IM8 products are manufactured in FDA-registered facilities in the United States by leading nutraceutical manufacturers, and undergo independent third-party testing through NSF Certified for Sport, which verifies products are free from over 280 contaminants and confirms that ingredient dosages match product labeling. We are continuously innovating our product portfolio and expect to enter a new product category and launch a new premium longevity formulation later in 2026.
IM8 is built around a subscription-focused model designed to foster long-term customer relationships, improve logistics efficiency, and generate predictable, recurring revenue. Throughout FY2025, approximately 80% of new customers opted into a subscription plan at initial purchase—a rate that held consistent from Q1 through Q4.
IM8 was conceived and launched as a global brand. For FY2025, over 60% of IM8’s $60.1 million in revenue was generated outside the United States, with products shipped to more than 30 countries.
Building a World-Class Ambassador Roster
To expand IM8’s global reach and reinforce its positioning at the intersection of elite performance and science-backed nutrition, and to complement our existing partnership with IM8 co-founder David Beckham, we entered into strategic ambassador and shareholder partnerships with world-class athletes throughout 2025 and into 2026. Each partnership was initiated organically—athletes discovered and used IM8 products before any commercial relationship was discussed—a pattern that demonstrates the authenticity and efficacy of our formulations.
Aryna Sabalenka: World No. 1 Tennis Player. In June 2025, we announced a multi-year partnership with Aryna Sabalenka, the World No. 1 tennis player and four-time Grand Slam champion. Sabalenka’s team proactively reached out to IM8 after she had been using IM8’s Daily Ultimate Essentials for over three months and experienced significant personal benefits. Her involvement—as both global ambassador and Prenetics shareholder—has accelerated IM8’s brand awareness and credibility among elite athletes and health-conscious consumers worldwide. During the partnership’s first year, Sabalenka successfully defended her U.S. Open title in September 2025, generating extraordinary media coverage for both athlete and brand.
Ollie Bearman: Formula 1 Driver. In February 2026, we announced a partnership with Ollie Bearman, a Formula 1 racing driver competing for the Haas F1 Team. At just 18, Bearman made history with a points-scoring Ferrari debut at the 2024 Saudi Arabian Grand Prix, becoming the youngest British driver to start a World Championship Grand Prix. The collaboration was initiated after Bearman incorporated IM8’s Daily Ultimate Essentials into his training and competition schedule and experienced notable performance benefits. Bearman joined as both global ambassador and Prenetics shareholder, connecting the brand with the next generation of high-performance athletes and the technologically sophisticated world of Formula 1.
Collectively, our ambassador roster spans multiple major global sports, providing IM8 with year-round brand visibility across the world’s most-watched competitions and media events. Each ambassador is also a Prenetics shareholder, directly aligning their personal financial interests with the Company’s long-term success.
Capital Markets and Shareholder Value Initiatives
Alongside the development of our core business in IM8, we executed a series of capital markets initiatives designed to provide financial flexibility, simplify our capital structure, and enhance shareholder value. In October 2025, the Company completed an equity offering that raised approximately $44 million in gross proceeds, attracting strategic
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investors and providing substantial capital to fuel IM8’s global expansion. In December 2025, the Company proactively simplified its capital structure through a voluntary warrant exchange program that achieved 86.7% participation, consolidating two series of outstanding warrants into a single new series and materially reducing potential dilution.
Reflecting the board of directors’ conviction that the Company's shares were trading at a significant discount to their intrinsic value, the Company authorized a 12-month share repurchase program of up to $40 million in March 2026. This program followed approximately $2.75 million in open market purchases by the Company’s executive team in Q4 2025 and Q1 2026—a direct signal of management’s personal conviction in the Company’s trajectory. The repurchase program is underpinned by the Company's approximately $164 million in total adjusted liquidity and zero-debt balance sheet as of March 1, 2026.
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 703-706, K11 Atelier King’s Road, 728 King’s Road, Quarry Bay, Hong Kong and our telephone number is +852-2210-9588. Our website is 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.
As of December 31, 2025, there were 16,874,089 Ordinary Shares issued and outstanding, par value $0.0015 per share, consisting of 15,293,117 Class A Ordinary Shares and 1,580,972 Class B Ordinary Shares, all of which Class B Ordinary Shares were held by Danny Yeung, our Chief Executive Officer and Co-Founder. In addition, there were
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17,352,363 2021 Warrants outstanding. The 2021 Warrants to purchase up to 1,492,306 Class A Ordinary Shares became 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 2021 Warrants is $133.65 per 1.29 shares (or an effective price of $103.60 per share), subject to adjustment pursuant to the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement.
Emerging Growth Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (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 report on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation.
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; certain 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 certain of 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. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the
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“Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) 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.
Summary of Risk Factors
Investing in our securities entails a high degree of risk as discussed in the “Risk Factors” section beginning on page 22 of this prospectus and in the documents incorporated by reference into this prospectus. You should carefully consider such risks before deciding to invest in our securities.
Risks Relating to Our Business and Industry:
•We are a relatively early-stage company with a limited operating history in rapidly developing markets, which may make it challenging to evaluate our business and predict our future performance.
•Failure to commercialize key products like CircleDNA and IM8 could materially affect our revenue and future prospects.
•If our products and services do not deliver reliable results as expected, our reputation, business and operating results will be adversely affected.
•We have acquired digital assets in connection with our previous treasury strategy, which exposes us to financial and regulatory risks.
•We rely on a limited number of suppliers, manufacturers, distributors and other service providers, and may not be able to find replacements or immediately transition to alternatives, which could adversely affect our ability to meet customer demand.
•Our business significantly depends upon the strength of our brands, including Prenetics, CircleDNA and IM8, and any harm to our brands or reputation may materially and adversely affect our business and results of operations.
•The launch of our new nutrient products under the IM8 brand may face challenges that could impact our results of operations and reputation.
Risks Relating to Doing Business in Hong Kong
•While we currently operate in Hong Kong and have no business presence in mainland China, we face potential risks stemming from the Chinese government’s oversight of Hong Kong as a Special Administrative Region. Although PRC laws and regulations do not directly govern our operations today, future policy changes or intervention by mainland authorities could subject us to regulatory scrutiny, particularly concerning overseas securities offerings, foreign investments, or data security compliance.
•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.
•Tariffs and trade restrictions on non-U.S. materials could adversely affect our supply chain, costs, and financial performance.
Risks Relating to the offering of the Class A Ordinary Shares underlying the Exchange Warrants
•The resale of our Class A Ordinary Shares by the Selling Shareholders may cause the market price of our Class A Ordinary Shares to decline.
•If you purchase Class A Ordinary Shares following this offering, you may experience immediate dilution.
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•We will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.
•The Selling Shareholders may sell all, some or none of their Class A Ordinary Shares, and we do not know when or in what amount the Selling Shareholders may sell their shares.
•The trading prices of our Class A Ordinary Shares may be volatile and a market for our Class A Ordinary Shares may not develop, which would adversely affect the liquidity and price of our Class A Ordinary Shares.
•Our securities may be delisted from Nasdaq as a result of our failure of meeting the Nasdaq continued listing requirements.
Permissions Required from the PRC Authorities for Our Operations
Historically, we held a minority interest in a genomics business in mainland China through Shenzhen Discover Health Technology Co., Ltd. (the “VIE Entity”), a PRC limited liability company, by entering into a series of contractual arrangements with the VIE Entity and its nominee shareholders through our wholly owned PRC subsidiary, Qianhai Prenetics Technology (Shenzhen) Co., Ltd. (the “WFOE”). On November 26, 2021, the agreements governing the VIE Entity were terminated with immediate effect. As a result, our corporate structure no longer contains any VIE. We believe that we and our subsidiaries, to the extent applicable, have obtained and have not been denied the requisite permissions or approvals that are material for our operations as of the date of this prospectus. We conduct our operations primarily through our subsidiaries in Hong Kong and other jurisdictions. For the years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, we generated all of our revenue from our businesses outside of mainland China. Moreover, we do not sell any testing products in mainland China or solicit any customer or collect, host or manage any customer’s personal data in mainland China. Nor do we have access to any personal data of any customer in mainland China that is collected, hosted or managed by our historical minority interest in a genomics business in mainland China. As such, we believe that, based on the advice of our PRC legal counsel, DaHui Lawyers, we are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency to operate our business or to list our securities on a U.S. securities exchange or issue securities to U.S. or other foreign investors. If (i) we do not receive or maintain any permission or approval required of us, (ii) we incorrectly concluded that certain permissions or approvals have been acquired or are not required, when they are required and have not been acquired, or (iii) applicable laws, regulations, or interpretations thereof change and we become subject to the requirement for additional permissions or approvals in the future, we may have to expend significant time and costs to procure them. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the PRC or other applicable regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business or accept U.S. or other foreign investments, or continue to remain listed on a U.S. or other international securities exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected.
The Holding Foreign Companies Accountable Act
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate
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completely accounting firms in mainland China or Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we will not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA and as a result, Nasdaq may determine to delist our securities.
For the fiscal year ended December 31, 2025, our financial statements were audited by Deloitte Touche Tohmatsu, a Hong Kong-based accounting firm registered with the PCAOB. In 2022, the PCAOB entered into a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China, allowing PCAOB inspections of audit firms in mainland China and Hong Kong. Since 2023, the PCAOB has successfully conducted inspections of Hong Kong-based audit firms, including those auditing U.S.-listed companies. As a result, the PCAOB vacated its prior determinations of non-compliance for Hong Kong firms in December 2023, and as of December 31, 2025, there are no PCAOB-identified jurisdictions posing inspection barriers. Consequently, we have not been identified as a Commission-Identified Issuer under the HFCAA for fiscal year 2025.
Enforceability of Civil Liabilities
As a Cayman Islands exempted company with substantially all operations, assets, and management located outside the United States, you may face significant challenges in enforcing legal rights against us or our directors and officers. Most of our directors and executive officers reside in Hong Kong or other non-U.S. jurisdictions, making it difficult to effect service of process or bring actions in U.S. courts based on U.S. securities laws. Judgments obtained in U.S. courts may not be enforceable in the jurisdictions where we or our management are located.
Our corporate governance is subject to Cayman Islands law, including the Companies Act and common law precedents, which differ materially from U.S. corporate law. Notably: (1) Cayman Islands common law derives from limited local judicial precedent and non-binding English common law; (2) shareholder rights and director fiduciary duties differ from those under U.S. state laws like Delaware; and (3) Cayman Islands securities laws provide different protections than U.S. federal securities laws. Additionally, shareholders may lack standing to bring derivative actions in U.S. federal courts.
As a result of all of the above, you may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.
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THE OFFERING
Class A Ordinary Shares being registered for resale by the Selling Shareholders | 2,360,416 Class A Ordinary Shares | ||||
Class A Ordinary Shares outstanding prior to the offering(1) | 14,697,463 Class A Ordinary Shares | ||||
Class A Ordinary Shares outstanding after completion of this offering (assuming full exercise of the Exchange Warrants) | 17,057,879 Class A Ordinary Shares | ||||
Use of proceeds | All of the securities offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders 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 Exchange Warrants to the extent such Exchange Warrants are exercised for cash. | ||||
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. | ||||
Listing | Our Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol “PRE .” The Exchange Warrants are not listed and we do not intend to apply for the listing of the Exchange Warrants on any national securities exchange or any other nationally recognized trading system. | ||||
(1) Based on an aggregate of 14,697,463 Class A Ordinary Shares outstanding as of March 31, 2026, and excludes:
•1,492,307 Class A Ordinary Shares issuable upon exercise of 2021 Warrants outstanding, with an exercise price of $103.60 per share;
•362,226 Class A Ordinary Shares issuable upon exercise of Class A warrants outstanding, with an exercise price of $24.12 per share;
•362,226 Class A Ordinary Shares issuable upon exercise of Class B warrants outstanding, with an exercise price of $32.16 per share;
•2,360,416 Class A Ordinary Shares issuable upon exercise of Class C warrants outstanding, with an exercise price of $18.00 per share;
•131,829 Class A Ordinary Shares issuable upon exercise of Placement Agent Warrants outstanding, with an exercise price of $16.08 per share
•433,954 Class A Ordinary Shares subject to restricted stock units; and
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•1,580,972 Class A Ordinary Shares issuable upon conversion of 1,580,972 outstanding Class B Ordinary Shares.
•776,105 Class A Ordinary Shares which were repurchased by the Company through open market purchases and pursuant to publicly announced share repurchase programs and held by the Company as treasury shares.
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RISK FACTORS
An investment in our securities carries a significant degree of risk. Before you decide to purchase our securities, you should carefully consider all risk factors set forth in the applicable prospectus supplement and the documents incorporated by reference herein or therein. See “Incorporation of Certain Information by Reference.” These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects. You should carefully consider these risk factors in addition to the other information included in this prospectus, including matters addressed in the section entitled “Forward-Looking Statements.” If any of these risks actually occurs, our business, financial condition and results of operations could suffer. As a result, the market price of our securities would decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties incorporated by reference or included in this prospectus or any accompanying prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.
Risks Relating to Our Business and Industry
We are a relatively early-stage company with a limited operating history in rapidly developing markets, which may make it challenging to evaluate our business and predict our future performance.
We have 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. Operating in new markets like genetic testing and nutritional supplements creates uncertainties in forecasting revenue, scaling operations, and competing effectively. 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. Failure to address these risks successfully, our revenue, results of operations and business could be materially and adversely affected.
Failure to commercialize key products like CircleDNA and IM8 could materially affect our revenue and future prospects.
The commercial success of our key products is dependent on gaining regulatory approvals, gaining acceptance from healthcare providers and consumers, maintaining competitive pricing, executing effective marketing, securing partnerships, and complying with regulations across jurisdictions. Rapid technological advances in diagnostics could render our products obsolete if we fail to innovate.
If our products are not successfully commercialized, our ability to generate revenue and achieve profitability could be materially impaired, limiting our capacity to develop new products.
Our recent expansion into the consumer health and wellness market through the launch of IM8, a premium supplements brand co-founded with David Beckham, introduces additional risks that could materially and adversely affect our business and future prospects. The success of IM8 is contingent upon factors such as: (i) the ability to develop and market products that meet consumer preferences and health trends; (ii) establishing and maintaining a strong brand reputation in a competitive market; (iii) effective collaboration with partners like David Beckham and institutions such as the San Francisco Research Institute; (iv) navigating regulatory requirements for health
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supplements across various jurisdictions; and (v) managing supply chain logistics, especially following the divestiture of our Europa 3PL distribution business, to ensure timely distribution and product availability. Failure in any of these areas could impede the successful commercialization of IM8 products, thereby adversely impacting our revenue and profitability.
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 safe and effective health supplement products through IM8, and reliable test kits that enable high-quality genomic testing with high accuracy, sensitivity and specificity and with short turnaround times through CircleDNA. There is no guarantee that the success and growth 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 performance outcomes that are lower than we anticipate or result in customer dissatisfaction. As a result, the efficacy 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 acquired digital assets in connection with our previous treasury strategy, which exposes us to financial and regulatory risks.
Between June and December 2025, we pursued a digital asset treasury strategy under which we acquired approximately 510 Bitcoin as of the date of this prospectus. On December 4, 2025, we ceased all further digital asset acquisitions, and on December 30, 2025, the board of directors determined that the Company would not allocate any existing or new capital for the purpose of acquiring additional digital assets. We retain our existing digital asset holdings as a long-term treasury reserve asset. As of December 31, 2025, the fair value of our digital asset holdings represented a significant portion of our total assets.
The price of digital assets has historically been subject to dramatic fluctuations and is highly volatile. A significant decline in the market price of our digital assets could have a material adverse effect on the carrying value of our digital asset holdings, our financial condition, results of operations and the trading price of our Class A Ordinary Shares.
Under IFRS Accounting Standards, we account for our digital asset holdings as intangible assets using the revaluation model. Under this model, increases in fair value are generally recognized in other comprehensive income and accumulated in equity as a revaluation surplus, except to the extent they reverse previously recognized decreases in profit or loss. Decreases in fair value are generally recognized in profit or loss, except to the extent they offset any existing revaluation surplus for the same asset.
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Accordingly, fluctuations in the price of Bitcoin may introduce significant volatility to our profit or loss, other comprehensive income and equity that are unrelated to the performance of our core consumer health business.
A material decline in the price of our digital assets in any reporting period would result in significant unrealized losses in profit or loss, which could adversely affect investor perception of our financial performance, even if our operating business is performing well. Conversely, any gains recognized in one period may not be sustained in subsequent periods.
Bitcoin is a relatively novel asset class, and our use of Bitcoin as a long-term treasury reserve asset is subject to a number of risks and uncertainties, including but not limited to the following:
•Regulatory uncertainty. The regulatory framework governing digital assets is evolving and varies across jurisdictions. Government authorities around the world, including in the United States, the Cayman Islands, Hong Kong and other jurisdictions in which we operate, may adopt laws, regulations or directives that adversely affect the use, transfer, exchange, value or holding of digital assets. Regulatory actions could restrict our ability to hold digital assets, require us to divest our holdings, impose additional reporting, tax or compliance obligations, or create an adverse environment that negatively impacts the value of our digital assets. There can be no assurance that future regulatory developments will not have a material adverse effect on the value of our digital asset holdings or our ability to retain them.
•Custody and security risks. Our digital assets are held in custody by a third-party custodian. Despite our use of institutional-grade custodial arrangements, there is a risk that our digital assets could be lost, stolen or destroyed through cyberattacks, security breaches, unauthorized access, fraud, technical failures or other events beyond our control. There may be limited or no recovery available in the event of such a loss. Unlike cash deposits at banking institutions, digital assets held in custodial accounts are generally not protected by deposit insurance or similar protections. Any security breach or loss of our digital assets could have a material adverse effect on our financial condition.
•Limited operating history and precedent. Holding digital assets as a corporate treasury reserve asset is a relatively recent practice, and there is limited historical precedent for the long-term performance of such strategies. Our decision to retain digital assets as a treasury reserve asset may not generate the returns or provide the inflation protection anticipated by our management. The performance of digital assets relative to other assets that we could hold in our treasury, such as cash, money market instruments or government securities, is uncertain, and past performance of digital assets is not indicative of future results.
•Liquidity and market disruption. Although digital assets are currently traded on a number of digital asset exchanges worldwide, there is no assurance that a liquid market for digital assets will be maintained. Digital asset exchanges and trading platforms have in the past experienced significant outages, delays, fraud, security breaches and closures. If the exchanges or platforms through which we may seek to sell our digital assets were to become unavailable or experience disruptions, or if market liquidity were to decline significantly, we may be unable to sell our digital assets at favorable prices or at all when we desire to do so.
•Taxation. The tax treatment of digital assets is uncertain and evolving. Changes in tax laws, regulations or interpretations in the Cayman Islands, Hong Kong, the United States or other jurisdictions in which we operate could adversely affect the tax consequences of holding, transferring or disposing of digital assets.
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In particular, the tax treatment of unrealized gains on our digital asset holdings may vary by jurisdiction and could result in additional tax liabilities. Any increase in our tax liabilities related to our digital asset holdings could adversely affect our financial condition and results of operations.
We rely on a limited number of suppliers, manufacturers, distributors and other service providers, and may not be able to find replacements or immediately transition to alternatives, which could adversely affect our ability to meet customer demand.
We rely on a limited number of suppliers for materials, manufacturers, distributors and genome sequencing service providers. 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 services that meet our specifications or that are satisfactory to us. Obtaining substitute materials and services could be difficult, time-consuming and costly and it could require us to redesign our products or revalidate our test kits. Our laboratory operations could be interrupted if we encounter delays or difficulties in securing reagents, sequencers or other equipment or materials, and if we cannot timely obtain acceptable substitutes such interruptions could significantly affect our ability to develop, distribute and commercialize our products and could adversely affect our ability to meet customer demand.
We rely entirely on third-party manufacturers, suppliers and distribution partners for the production, quality testing, fulfillment and delivery of our products, and do not maintain or plan to develop in-house manufacturing or distribution capability. Our IM8 products are manufactured by a limited number of nutraceutical manufacturers in FDA-registered facilities in the United States and undergo independent third-party testing through NSF Certified for Sport. While the principal raw materials used in our products are generally available from multiple suppliers and we have not historically experienced material difficulty in sourcing required quantities, any failure by our contract manufacturers or logistics partners to meet our quality specifications, production timelines or delivery requirements could disrupt our operations and adversely affect our ability to fulfill customer orders. Although we have adopted a diversification approach by engaging manufacturers and suppliers across different countries and regions, and we believe that alternative partners with comparable capabilities are available in our principal markets, any transition to new partners may require significant time and resources, during which our business, reputation and results of operations could be adversely affected.
Although we maintain relationships with suppliers with the objective of ensuring that we have adequate supply for the delivery of our products and services, increases in demand for our products and 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 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.
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Our business significantly depends upon the strength of our brands, including Prenetics, CircleDNA and IM8, 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: (i) provide effective, safe, accurate and user-friendly health supplement products and testing services to customers; (ii) maintain the efficiency, reliability and quality of the health supplement products and testing services we provide to our consumers; (iii) maintain or improve consumer satisfaction with our after-sale services; (iv) increase brand awareness through marketing and brand promotion activities; and (v) 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 products and services 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,” “CircleDNA,” “IM8,” 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.
In addition, we have entered into brand ambassadorship and partnership arrangements with a number of high-profile athletes and public figures, including our co-founding partner David Beckham, World No. 1 tennis player Aryna Sabalenka, and Formula 1 driver Ollie Bearman, among others. These individuals are closely associated with our IM8 brand and feature prominently in our marketing campaigns and public communications. The actions and conduct of these individuals are outside of our control. If any of our brand ambassadors or partners were to engage in conduct that is, or is perceived to be, illegal, unethical, socially objectionable or otherwise inconsistent with the values associated with our brands, or if they become the subject of allegations of misconduct, criminal proceedings, regulatory investigations, personal controversies or other reputational issues, whether or not such matters are ultimately substantiated, the negative publicity could adversely affect public perception of our brands. Furthermore, the termination or non-renewal of any such partnership, whether initiated by us in response to reputational concerns or by the ambassador for other reasons, could reduce the effectiveness of our marketing efforts, require us to incur costs to transition to alternative brand strategies, and result in the loss of the commercial benefits associated with such partnerships. Any of the foregoing could harm our brand image, reduce consumer trust, and materially and adversely affect our business, financial condition and results of operations.
The launch of our new nutrient products under the IM8 brand may face challenges that could impact our results of operations and reputation.
The launch of our new nutrient products under the IM8 brand carries several risks that could negatively impact our results of operations and brand reputation. These include challenges in achieving market acceptance as consumer demand may fall short of expectations. Additionally, delays in obtaining regulatory approvals or meeting
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compliance requirements could hinder our products’ launch in key markets. Supply chain disruptions, production delays, or quality control issues could further delay market entry or lead to shortages and customer complaints, affecting both sales and brand perception.
The competitive nature of the nutrient product market also presents risks, as established competitors may introduce similar or superior products, making it difficult for IM8 to gain market traction. Moreover, the success of IM8 depends heavily on effective marketing and the public perception of our brand, and failure in these areas could harm consumer trust and loyalty. The development of our IM8 business may also strain our financial and operational resources, with significant upfront costs related to marketing, R&D, and distribution. If IM8 fails to meet revenue expectations, it could result in financial losses and hinder our long-term success.
Risks Relating to Doing Business in Hong Kong
While we currently operate in Hong Kong and have no business presence in mainland China, we face potential risks stemming from the Chinese government’s oversight of Hong Kong as a Special Administrative Region. Although PRC laws and regulations do not directly govern our operations today, future policy changes or intervention by mainland authorities could subject us to regulatory scrutiny, particularly concerning overseas securities offerings, foreign investments, or data security compliance.
Hong Kong’s legal and business environment remains influenced by PRC oversight, creating uncertainty around potential future restrictions on capital flows, foreign listings, or operational controls. Should mainland Chinese authorities extend regulatory requirements to Hong Kong-based companies like ours, we could face compliance burdens, operational disruptions, or limitations on our ability to raise capital internationally. While our PRC legal counsel has confirmed that we are not currently subject to CSRC approval requirements under the M&A Rules, cybersecurity review mandates, or the New Overseas Listing Rules, these regulations remain fluid, and their interpretation could change.
Additionally, evolving PRC policies on data security, cross-border capital flows, and foreign listings may indirectly impact our business. Although Hong Kong currently lacks equivalent data security review rules, future legislation could impose new compliance obligations, requiring costly adjustments to our operations. Any perception of heightened regulatory risk—whether due to actual policy changes or market sentiment—could negatively affect our stock price, investor confidence, or access to international capital markets.
While we monitor regulatory developments closely, there can be no assurance that PRC authorities will not impose restrictions affecting our operations, capital structure, or listing status in the future. Such changes could materially harm our business, financial condition, and the value of our securities.
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 rates, government involvement in allocation of resources, inability to meet financial commitments in a timely manner, terrorism, political uncertainty, epidemics or pandemics, civil unrest, fiscal or other economic policy of governments, and the timing and nature of any regulatory reform. Geopolitical
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uncertainties may also give rise to uncertainties in global economic conditions and adversely affect general investor confidence.
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.
Tariffs and trade restrictions on non-U.S. materials could adversely affect our supply chain, costs, and financial performance.
We currently source certain packaging materials, ingredients, components, and equipment used in our business and products from suppliers outside the United States, including in China. Recent and proposed U.S. tariffs, including those announced in 2025 targeting imports from China and Hong Kong, could significantly increase the cost of these non-U.S. materials or disrupt our supply chain. These tariffs may increase our operational costs, particularly for materials not manufactured in the United States.
Higher tariffs could lead to increased prices from our suppliers, reduced availability of critical components, or delays in production and delivery, adversely affecting our ability to meet customer demand. While we are exploring mitigation strategies, such as diversifying our supplier base or seeking alternative materials, there is no assurance that these efforts will fully offset the impact. Additionally, retaliatory tariffs from other countries, as seen in prior trade disputes, could further complicate our global supply chain, particularly given our operations in Hong Kong, which is subject to evolving U.S. and Chinese regulatory oversight.
Risks Relating to the offering of the Class A Ordinary Shares underlying the Exchange Warrants
The resale of our Class A Ordinary Shares by the Selling Shareholders or other significant shareholders may cause the market price of our Class A Ordinary Shares to decline.
The Selling Shareholders may sell a significant number of our Class A Ordinary Shares in the public market at any time after this registration statement becomes effective. Additionally, certain of our shareholders are subject to contractual lock-ups, and upon expiration or waiver of the applicable lock-up periods, 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. Sales of a substantial number of our Class A Ordinary Shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our Class A Ordinary Shares and 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. A decline in the market price of our Class A Ordinary Shares could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate, or at all.
If you purchase Class A Ordinary Shares following this offering, you may experience immediate dilution.
The exercise price of the Exchange Warrants is $18.00 per Class A Ordinary Share. If the Exchange Warrants are exercised, existing shareholders will experience dilution. Additionally, to the extent the market price of our Class A Ordinary Shares at the time of exercise exceeds the exercise price of the Exchange Warrants, investors who purchase Class A Ordinary Shares following such exercise will experience immediate dilution. The issuance of additional
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Class A Ordinary Shares upon exercise of the Exchange Warrants will dilute the ownership interests of our existing shareholders.
We will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.
The Selling Shareholders will receive the net proceeds from the sale of the Class A Ordinary Shares offered by this prospectus. We will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders, except with respect to amounts received by us upon exercise of the Exchange Warrants to the extent such Exchange Warrants are exercised for cash. However, we cannot predict when, or if, the Exchange Warrants will be exercised.
The Selling Shareholders may sell all, some or none of their Class A Ordinary Shares, and we do not know when or in what amount the selling shareholders may sell their shares.
The Selling Shareholders may sell all, some or none of the Class A Ordinary Shares covered by this prospectus. We do not know when or in what amount the Selling Shareholders may sell their Class A Ordinary Shares following the effective date of this registration statement. The Selling Shareholders may sell their Class A Ordinary Shares at any time at then-prevailing market prices, in private transactions or otherwise. The registration of the Class A Ordinary Shares on behalf of the Selling Shareholders does not necessarily mean that any of the Selling Shareholders will offer or sell their shares under this registration statement or at any time in the near future. We cannot predict when, or in what amounts, the Selling Shareholders may sell any of the shares.
The trading prices of our Class A Ordinary Shares may be volatile and a market for our Class A Ordinary Shares may not develop, which would adversely affect the liquidity and price of our Class A Ordinary Shares.
The trading prices of our Class A Ordinary Shares may be volatile and may fluctuate due to a variety of factors, some of which are beyond our control, including, but not limited to: (i) changes in the sectors in which we operate; (ii) changes in our projected operating and financial results; (iii) changes in laws and regulations affecting our business; (iv) ability to continue to innovate and bring products to market in a timely manner; (v) changes in our senior management team, our board of directors or key personnel; (vi) our involvement in litigation or investigations; (vii) the anticipation of releases of remaining lock-up restrictions; (viii) negative publicity about us or our products; (ix) the volume of Class A Ordinary Shares available for public sale; (x) announcements of significant business developments, acquisitions, or new offerings; (xi) general economic, political, regulatory, industry, and market conditions; and (xii) natural disasters or major catastrophic events.
In addition, an active trading market for our Class A Ordinary Shares 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.
These and other factors may cause the market price and demand for our Class A Ordinary Shares 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. 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, 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.
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Our securities may be delisted from Nasdaq as a result of our failure of meeting the Nasdaq continued listing requirements.
Our securities are currently listed on Nasdaq under the symbol “PRE.” On June 29, 2023, we received a written notice from NASDAQ, notifying us that the Company was not in compliance with the minimum bid price requirement set forth under the NASDAQ Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”) as the bid price of the Company’s securities closed below US$1.00 per share for 30 consecutive business days. Pursuant to the NASDAQ Listing Rules, the applicable grace period to regain compliance is 180 days. We had until December 29, 2023 to regain compliance with the Minimum Bid Price Requirement. On November 1, 2023, our shareholders approved a 1-for-15 reverse stock split of our issued and unissued Class A Ordinary Shares and Class B Ordinary Shares, which was effected on November 14, 2023. The effect of the reverse stock split was to consolidate every 15 issued and unissued Class A Ordinary Share and Class B Ordinary Share of US$0.0001 par value each into one Class A Ordinary Share or Class B Ordinary Share, as applicable, of US$0.0015 par value each.
On November 29, 2023, we received a notification letter from Nasdaq, indicating that the closing bid price of the Company’s securities had been at US$1.00 per share or greater for 10 consecutive business days from November 14, 2023 through November 28, 2023, and the Company had regained compliance with the Minimum Bid Price Requirement, and the matter is closed.
However, there can be no assurance that our securities will remain in compliance with the Nasdaq Global Market continued listing requirements going forward. If Nasdaq determines to delist our securities, or if we fail to list our securities on other stock exchanges or find alternative trading venue for our securities, the market liquidity and the value of an investment in our securities will be materially and adversely affected.
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TRANSACTIONS RELATING TO THE ISSUANCE OF THE EXCHANGE WARRANTS
On October 28, 2025, in connection with the October Offering, the Company issued (i) 2,722,642 Class A Ordinary Shares, (ii) Class A warrants to purchase up to 2,722,642 Class A Ordinary Shares at an exercise price of $24.12 per share, (iii) Class B warrants to purchase up to 2,722,642 Class A Ordinary Shares at an exercise price of $32.16 per share and (iv) Placement Agent warrants to purchase up to 131,829 Class A Ordinary Shares at an exercise price of $16.08 per share (the Class A warrants and Class B warrants collectively, the "October Warrants"). The October Offering was conducted as a best efforts public offering pursuant to a prospectus supplement dated October 28, 2025 to the Shelf Registration Statement.
On December 23, 2025 and December 31, 2025, we entered into the December Warrant Exchange Agreements with certain holders of the October Warrants, pursuant to which the October Warrants were exchanged at a ratio of two October Warrants for one Exchange Warrant. The Exchange Warrants were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), which exempts from registration any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Each Exchange Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $18.00 per share. The Exchange Warrants will become exercisable upon the effectiveness of the registration statement of which this prospectus forms a part and will remain exercisable for a period of two years following the date they first become exercisable. The Exchange Warrants contain customary anti-dilution adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Class A Ordinary Shares. The Exchange Warrants are not listed on any securities exchange and we do not intend to list the Exchange Warrants on any securities exchange or nationally recognized trading system.
We did not receive any cash proceeds from the issuance of the Exchange Warrants. We may receive proceeds from the exercise of the Exchange Warrants to the extent such warrants are exercised for cash. If all of the Exchange Warrants were exercised for cash, we would receive aggregate gross proceeds of approximately $42.5 million. However, we cannot predict when, or if, the Exchange Warrants will be exercised, and it is possible that the Exchange Warrants may expire and never be exercised.
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USE OF PROCEEDS
We are registering the resale of the Class A Ordinary Shares by the Selling Shareholders. We will not receive any of the proceeds from the sale of the Class A Ordinary Shares offered by this prospectus, except with respect to amounts received by us upon exercise of the Exchange Warrants to the extent such Exchange Warrants are exercised for cash. All of the securities offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their respective accounts. The net proceeds from the sale of the Class A Ordinary Shares offered by this prospectus will be received by the Selling Shareholders. The Selling Shareholders will pay any underwriting, broker-dealer or agent discounts, concessions and commissions and expenses incurred by the Selling Shareholders for accounting, tax, and legal services and any other expenses incurred by the Selling Shareholders in disposing of the Class A Ordinary Shares, unless otherwise agreed to by us. We will bear all other costs, fees and expenses incurred in effecting the registration of the Class A Ordinary Shares.
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SELLING SHAREHOLDERS
The Class A Ordinary Shares offered by the Selling Shareholders are those issuable upon exercise of the Exchange Warrants. We are registering the Class A Ordinary Shares in order to permit the Selling Shareholders to offer the Class A Ordinary Shares for resale from time to time. Except for the ownership of the Exchange Warrants, none of the Selling Shareholders have had any material relationship with us within the past three years.
The following table sets forth certain information with respect to each Selling Shareholder, including (i) the Class A Ordinary Shares beneficially owned by such Selling Shareholder prior to this offering, (ii) the number of Class A Ordinary Shares being offered by such Selling Shareholder pursuant to this prospectus and (iii) such Selling Shareholder’s beneficial ownership after completion of this offering. The registration of the Class A Ordinary Shares does not necessarily mean that the Selling Shareholders will sell all or any of such Class A Ordinary Shares, but the number of Class A Ordinary Shares and percentages set forth in the final column below assumes that all Class A Ordinary Shares being offered by the Selling Shareholders are sold. The final two columns also assume the exercise of all of the Exchange Warrants held by the Selling Shareholders as of March 31, 2026, without regard to any limitations on exercise described in this prospectus or in the Exchange Warrants. See “Plan of Distribution.”
The table is based on information supplied to us by the Selling Shareholders, with beneficial ownership and percentage ownership determined in accordance with the rules and regulations of the SEC, and includes voting or investment power with respect to Class A Ordinary Shares. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of Class A Ordinary Shares beneficially owned by the Selling Shareholder and the percentage ownership of that Selling Shareholder, Class A Ordinary Shares subject to the exercise of the Exchange Warrants are deemed outstanding. Such Class A Ordinary Shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other Selling Shareholder.
This prospectus covers the resale of 2,360,416 Class A Ordinary Shares exercisable under the Exchange Warrants that may be sold or otherwise disposed of by the Selling Shareholders. The Exchange Warrants are exercisable at any time on or after the date of effectiveness of this resale registration statement (the “Initial Exercise Date”) registering the underlying Warrant Shares and expire two (2) years from the Initial Exercise Date. See “Transactions Relating to the Issuance of the Exchange Warrants” and “The Offering” in this prospectus for further details relating to the Exchange Warrants and Warrant Shares.
Each of the Selling Shareholders identified below has confirmed to us that it is not a broker-dealer or an affiliate of a broker-dealer within the meaning of United States federal securities laws.
Number of Class A Ordinary Shares Beneficially Owned Prior to Offering | Maximum Number of Class A Ordinary Shares Offered Pursuant to this Prospectus (1) | Number of Shares of Class A Ordinary Shares Beneficially Owned After Offering | Percentage of Class A Ordinary Shares Beneficially Owned After Offering(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
19 Growth Capital Fund LP(3) | - | 310,750 | 310,750 | 1.81% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3i, LP(4) | - | 30,000 | 30,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AKITA Partners LLC(5) | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alex Linss | - | 500 | 500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
American Ventures LLC(6) | - | 314,055 | 314,055 | 1.83% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
April O’Connell | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Arjoch Holding LLC(7) | - | 2,000 | 2,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AV8 Group LLC(8) | - | 62,000 | 62,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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AVFUNDS LLC BNY(9) | - | 7,500 | 7,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AVFUNDS LLC WEDBUSH(10) | - | 15,000 | 15,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Baja Portfolios LLC(11) | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bear Lake Capital LLC(12) | - | 1,500 | 1,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BJI Financial Group Inc.(13) | - | 25,000 | 25,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brent C Richards | - | 1,555 | 1,555 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brian Hallinan | - | 900 | 900 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brian Weitman | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brick Lane Capital Management(14) | - | 2,500 | 2,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bruce Wilson | - | 1,555 | 1,555 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bruce Heifetz | - | 1,555 | 1,555 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bruce Levy | - | 1,555 | 1,555 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cardinal Capital Holdings MGMT(15) | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Catherine Kononoff | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chaudry Capital LLC(16) | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Christopher Rinaldi | - | 4,000 | 4,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Christopher Schraft | - | 3,000 | 3,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Clayton Struve | - | 10,000 | 10,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Clifford Stein | - | 654 | 654 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colt Capital Partners LLC(17) | - | 8,000 | 8,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Connective Capital MGMT LLC(18) | - | 46,000 | 46,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CW Capital Investments(19) | - | 1,500 | 1,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David T Pawloski | - | 1,555 | 1,555 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DL SECURITIES (HK) LIMITED(20) | - | 12,250 | 12,250 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dominari Securities LLC(21) | - | 5,385 | 5,385 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eric Newman | - | 600 | 600 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Erick Eugene Jr Richardson | - | 2,500 | 2,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Evergreen Capital Management LLC(22) | - | 6,000 | 6,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exodus Movement Inc. (23) | - | 15,500 | 15,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Seasons Equities LLC(24) | - | 1,000 | 1,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fox Run Investments LLC(25) | - | 1,000 | 1,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Garrett Graue | - | 6,219 | 6,219 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
George S Gavallas | - | 15,500 | 15,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Global 70 MFO Investment Limited(26) | - | 46,500 | 46,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Global Cap Limited Inc. (27) | - | 15,000 | 15,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GPTX Financial Products LTD(28) | - | 46,500 | 46,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gregory Wallis | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hampton Growth Resources LLC(29) | - | 3,000 | 3,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Havenwood Capital LLC(30) | - | 1,000 | 1,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Innolink Global Inc. | - | 93,250 | 93,250 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jakota Capital AG(31) | - | 4,465 | 4,465 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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James Mccabe | - | 10,000 | 10,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James Mccarthy | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jason C Boyle | - | 6,219 | 6,219 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joann Anello-Lombardi | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph Verga | - | 10,000 | 10,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joshua Kaplan | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Justin Boyle | - | 6,219 | 6,219 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Karyn Schmeidler | - | 1,000 | 1,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
KBB Asset Management LLC(32) | - | 28,000 | 28,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Keith Beccia | - | 3,109 | 3,109 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lion26 SO LLC(33) | - | 62,000 | 62,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lisa Artuso | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marvel Assets Holdings LLC(34) | - | 2,000 | 2,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mary L Tulloch | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Melvin M Kolb | - | 6,219 | 6,219 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meryl Friedman | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael H Ference | - | 10,000 | 10,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Montauk Holdings MGMT LLC | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mythos Orange1 Co LTD(35) | - | 20,000 | 20,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orca Capital AG(36) | - | 15,547 | 15,547 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orchard Group Inc(37) | - | 20,000 | 20,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payward Inc(38) | - | 15,500 | 15,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Peak Capital Partners Inc(39) | - | 15,000 | 15,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PMGC Capital LLC(40) | - | 6,218 | 6,218 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Port Holding(41) | - | 2,500 | 2,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Province Capital Assets(42) | - | 10,000 | 10,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard Petty | - | 62,000 | 62,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Cotrone | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Deatsch | - | 1,555 | 1,555 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Forster | - | 6,000 | 6,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ronald Bowling | - | 5,000 | 5,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sabyace Ltd(43) | - | 34,000 | 34,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shlomo Nasser | - | 24,750 | 24,750 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stephen Lombardi | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stone Ridge Capital LLC(44) | - | 2,500 | 2,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tao Chiu | - | 186,500 | 186,500 | 1.09% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thaddeus Lagonge | - | 12,438 | 12,438 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Eleven Fund LLC(45) | - | 124,000 | 124,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Steven Scopellite 2021 IRR(46) | - | 15,500 | 15,500 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Kronlage | - | 590 | 590 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Shultz | - | 1,000 | 1,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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TSSC Outlot LLC(47) | - | 1,865 | 1,865 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vernon Capital LLC(48) | - | 2,000 | 2,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Victoria John | - | 622 | 622 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
William Moreno | - | 4,664 | 4,664 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Worth Equity Holdings(49) | - | 20,000 | 20,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Xuyang Han | - | 124,000 | 124,000 | * | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YA II PN, LTD. (50) | - | 310,000 | 310,000 | 1.81% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2,360,416 | 2,360,416 | 13.78% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
* Less than 1% of the total number of outstanding Class A Ordinary Shares
(1) Represents the total number of Class A Ordinary Shares exercisable under the Exchange Warrants, without giving any effect to the 4.99% Beneficial Ownership Limitation.
(2) The number of Class A Ordinary Shares beneficially owned and the percentage of beneficial ownership after this offering set forth in these columns are based on 17,057,879 Class A Ordinary Shares outstanding as of March 31, 2026, and assumed full exercise of the Exchange Warrants for Class A Ordinary Shares offered hereby.
(3) 310,750 Class A Ordinary Shares are held by 19 Growth Capital Fund LP. John Buckley, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by 19 Growth Capital Fund LP. Buckley disclaims any beneficial ownership of these securities.
(4) 30,000 Class A Ordinary Shares are held by 3i, LP. Maier J. Tarlow, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by 3i, LP. Tarlow disclaims any beneficial ownership of these securities.
(5) 5,000 Class A Ordinary Shares are held by AKITA Partners LLC. Erik Vilato, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by AKITA Partners LLC. Vilato disclaims any beneficial ownership of these securities.
(6) 314,055 Class A Ordinary Shares are held by American Ventures LLC Series XXVI PRE. Eric Newman, as Executive Vice President and Global Head of Investment Banking, may be deemed to have sole voting and dispositive power with respect to the shares held by American Ventures LLC Series XXVI PRE. Newman disclaims any beneficial ownership of these securities.
(7) 2,000 Class A Ordinary Shares are held by ARJOCH HOLDING LLC. Steve Hirsch, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by ARJOCH HOLDING LLC. Hirsch disclaims any beneficial ownership of these securities.
(8) 62,000 Class A Ordinary Shares are held by AV8 Group LLC. Harshal Nainesh Dave, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by AV8 Group LLC. Dave disclaims any beneficial ownership of these securities.
(9) 7,500 Class A Ordinary Shares are held by AVFUNDS LLC BNY. Mitchell Casper, as owner and manager, may be deemed to have sole voting and dispositive power with respect to the shares held by AVFUNDS LLC BNY. Casper disclaims any beneficial ownership of these securities.
(10) 15,000 Class A Ordinary Shares are held by AVFUNDS LLC WEDBUSH. Mitchell Casper, as owner and manager, may be deemed to have sole voting and dispositive power with respect to the shares held by AVFUNDS LLC WEDBUSH. Casper disclaims any beneficial ownership of these securities.
(11) 5,000 Class A Ordinary Shares are held by Baja Portfolios LLC. Richard Steinberg, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by Baja Portfolios LLC. Steinberg disclaims any beneficial ownership of these securities.
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(12) 1,500 Class A Ordinary Shares are held by Bear Lake Capital LLC. Brian Carey, as Chief Executive Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by Bear Lake Capital LLC. Carey disclaims any beneficial ownership of these securities.
(13) 25,000 Class A Ordinary Shares are held by BJI Financial Group Inc. Brian Walsh, as President, may be deemed to have sole voting and dispositive power with respect to the shares held by BJI Financial Group Inc. Walsh disclaims any beneficial ownership of these securities.
(14) 2,500 Class A Ordinary Shares are held by Brick Lane Capital Management. Simon Currie, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by Brick Lane Capital Management. Currie disclaims any beneficial ownership of these securities.
(15) 5,000 Class A Ordinary Shares are held by Cardinal Capital Holdings MGMT. Timothy Glynn, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by Cardinal Capital Holdings MGMT. Glynn disclaims any beneficial ownership of these securities.
(16) 5,000 Class A Ordinary Shares are held by Chaudry Capital LLC. Ali Chaudry, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by Chaudry Capital LLC. Chaudry disclaims any beneficial ownership of these securities.
(17) 8,000 Class A Ordinary Shares are held by Colt Capital Partners LLC. Arif Javeed, as managing partner, may be deemed to have sole voting and dispositive power with respect to the shares held by Colt Capital Partners LLC. Javeed disclaims any beneficial ownership of these securities.
(18) 46,000 Class A Ordinary Shares are held by Connective Capital MGMT LLC. Connective Capital MGMT LLC is the investment manager of Connective Capital I QP LP and Connective Capital Emerging Energy QP LP. Robert Romero, as Chief Executive Officer of Connective Capital I QP LP and Connective Capital Emerging Energy QP LP, may be deemed to have sole voting and dispositive power with respect to the 12,529 shares beneficially owned by Connective Capital I QP LP and 33,471 shares beneficially owned by Connective Capital Emerging Energy QP LP. Romero disclaims any beneficial ownership of these securities.
(19) 1,500 Class A Ordinary Shares are held by CW Capital Investments. Brian Carey, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by CW Capital Investments. Carey disclaims any beneficial ownership of these securities.
(20) 12,250 Class A Ordinary Shares are held by DL SECURITIES (HK) LIMITED. Lang Joseph Shie Jay, as Chief Executive Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by DL SECURITIES (HK) LIMITED. Jay disclaims any beneficial ownership of these securities.
(21) 5,385 Class A Ordinary Shares are held by Dominari Securities LLC. Kyle Wool, as Chief Executive Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by Dominari Securities LLC. Wool disclaims any beneficial ownership of these securities.
(22) 6,000 Class A Ordinary Shares are held by Evergreen Capital Management LLC. Jeffery Pazdro, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by Evergreen Capital Management LLC. Pazdro disclaims any beneficial ownership of these securities.
(23) 15,500 Class A Ordinary Shares are held by Exodus Movement Inc. James Gernetzke, as Chief Financial Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by Exodus Movement Inc. Gernetzke disclaims any beneficial ownership of these securities.
(24) 1,000 Class A Ordinary Shares are held by Four Seasons Equities LLC. Jeffery London, as member, may be deemed to have sole voting and dispositive power with respect to the shares held by Four Seasons Equities LLC. London disclaims any beneficial ownership of these securities.
(25) 1,000 Class A Ordinary Shares are held by Fox Run Investments LLC. Brian Tack, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by Fox Run Investments LLC. Tack disclaims any beneficial ownership of these securities.
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(26) 46,500 Class A Ordinary Shares are held by Global 70 MFO Investment Limited. Sun Lu, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by Global 70 MFO Investment Limited. Lu disclaims any beneficial ownership of these securities.
(27) 15,000 Class A Ordinary Shares are held by Global Cap Limited Inc. Brandon Perry, as President, may be deemed to have sole voting and dispositive power with respect to the shares held by Global Cap Limited Inc. Perry disclaims any beneficial ownership of these securities.
(28) 46,500 Class A Ordinary Shares are held by GPTX Financial Products LTD. Ivan Wong, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by GPTX Financial Products LTD. Wong disclaims any beneficial ownership of these securities.
(29) 3,000 Class A Ordinary Shares are held by Hampton Growth Resources LLC. Andrew Haag, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by Hampton Growth Resources LLC. Haag disclaims any beneficial ownership of these securities.
(30) 1,000 Class A Ordinary Shares are held by Havenwood Capital LLC. Howard Levitt, as owner, may be deemed to have sole voting and dispositive power with respect to the shares held by Havenwood Capital LLC. Levitt disclaims any beneficial ownership of these securities.
(31) 4,465 Class A Ordinary Shares are held by Jakota Capital AG. Jolanta Kluzowska, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by Jakota Capital AG. Kluzowska disclaims any beneficial ownership of these securities.
(32) 28,000 Class A Ordinary Shares are held by KBB Asset Management LLC. Steven Segal, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by KBB Asset Management LLC. Segal disclaims any beneficial ownership of these securities.
(33) 62,000 Class A Ordinary Shares are held by Lion26 SO LLC. Edoardo Levy, as managing member, may be deemed to have sole voting and dispositive power with respect to the shares held by Lion26 SO LLC. Levy disclaims any beneficial ownership of these securities.
(34) 2,000 Class A Ordinary Shares are held by Marvel Assets Holdings LLC. Josh Sapir, as manager and Chief Information Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by Marvel Assets Holdings LLC. Sapir disclaims any beneficial ownership of these securities.
(35) 20,000 Class A Ordinary Shares are held by Mythos Orange1 Co LTD. Lawrence Chu Sheng Yu, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by Mythos Orange1 Co LTD. Sing disclaims any beneficial ownership of these securities.
(36) 15,547 Class A Ordinary Shares are held by Orca Capital AG. Thomas Koenig, as executive board member, may be deemed to have sole voting and dispositive power with respect to the shares held by Orca Capital AG. Koenig disclaims any beneficial ownership of these securities.
(37) 20,000 Class A Ordinary Shares are held by Orchard Group Inc. Hadley Cooper, as Chief Executive Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by Orchard Group Inc. Cooper disclaims any beneficial ownership of these securities.
(38) 15,500 Class A Ordinary Shares are held by Payward Inc. Gurpreet Oberoi, as Vice President, may be deemed to have sole voting and dispositive power with respect to the shares held by Payward Inc. Oberoi disclaims any beneficial ownership of these securities.
(39) 15,000 Class A Ordinary Shares are held by Peak Capital Partners Inc. Ricki R. Rest, as President, may be deemed to have sole voting and dispositive power with respect to the shares held by Peak Capital Partners Inc. Rest disclaims any beneficial ownership of these securities.
(40) 6,218 Class A Ordinary Shares are held by PMGC Capital LLC. Braeden Lichti, as chairman, may be deemed to have sole voting and dispositive power with respect to the shares held by PMGC Capital LLC. Lichti disclaims any beneficial ownership of these securities.
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(41) 2,500 Class A Ordinary Shares are held by Port Holding. Carmine Demarzo, as owner, may be deemed to have sole voting and dispositive power with respect to the shares held by Port Holding. Demarzo disclaims any beneficial ownership of these securities.
(42) 10,000 Class A Ordinary Shares are held by Province Capital Assets. Shay Kostiner, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by Province Capital Assets. Kostiner disclaims any beneficial ownership of these securities.
(43) 34,000 Class A Ordinary Shares are held by Sabyace Ltd. Aryna Sabalenka, as director, may be deemed to have sole voting and dispositive power with respect to the shares held by Sabyace Ltd. Sabalenka disclaims any beneficial ownership of these securities.
(44) 2,500 Class A Ordinary Shares are held by Stoneridge Capital LLC. Matthew Deis, as owner, may be deemed to have sole voting and dispositive power with respect to the shares held by Stone Ridge Capital LLC. Deis disclaims any beneficial ownership of these securities.
(45) 124,000 Class A Ordinary Shares are held by The Eleven Fund LLC. Hartley Wasko, as Chief Executive Officer, may be deemed to have sole voting and dispositive power with respect to the shares held by The Eleven Fund LLC. Wasko disclaims any beneficial ownership of these securities.
(46) 15,500 Class A Ordinary Shares are held by The Steven Scopellite 2021 IRR. Michael Canarick, as trustee, may be deemed to have sole voting and dispositive power with respect to the shares held by The Steven Scopellite 2021 IRR. Canarick disclaims any beneficial ownership of these securities.
(47) 1,865 Class A Ordinary Shares are held by TSSC Outlot LLC. Doug Gannett, as manager, may be deemed to have sole voting and dispositive power with respect to the shares held by TSSC Outlot LLC. Gannett disclaims any beneficial ownership of these securities.
(48) 2,000 Class A Ordinary Shares are held by Vernon Capital LLC. Allison Olim, as owner, may be deemed to have sole voting and dispositive power with respect to the shares held by Vernon Capital LLC. Olim disclaims any beneficial ownership of these securities.
(49) 20,000 Class A Ordinary Shares are held by Worth Equity Holdings. Shay Kostiner, as portfolio manager, may be deemed to have sole voting and dispositive power with respect to the shares held by Worth Equity Holdings. Kostiner disclaims any beneficial ownership of these securities.
(50) 310,000 Class A Ordinary Shares are held by YA II PN, Ltd.. Mark Angelo makes investment decisions for YA II PN, Ltd..
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PLAN OF DISTRIBUTION
We are registering the Warrant Shares to permit the resale of the Warrant Shares by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by any of the Selling Shareholders of the Warrant Shares. We will bear all fees and expenses incident to our obligation to register the Warrant Shares.
The Selling Shareholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the Warrant Shares covered hereby on any trading market, stock exchange or other trading facility on which the Class A Ordinary Shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling the Warrant Shares covered hereby, as applicable:
•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•block trades in which the broker-dealer will attempt to sell such Class A Ordinary Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•an exchange distribution in accordance with the rules of the applicable exchange;
•privately negotiated transactions;
•settlement of short sales;
•in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such Class A Ordinary Shares at a stipulated price per security;
•through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•a combination of any such methods of sale; or
•any other method permitted pursuant to applicable law.
The Selling Shareholder may also sell the Class A Ordinary Shares covered hereby under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction or a principal transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the Warrant Shares covered hereby, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell Class A Ordinary Shares short and deliver these securities to close out their short positions, or loan or pledge such Class A Ordinary Shares to broker-dealers that in turn may sell such Class A Ordinary Shares. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved in selling any of the Warrant Shares covered hereby may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of
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such securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are requesting that each Selling Shareholder inform us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Warrant Shares covered hereby. We will pay certain fees and expenses incurred by us incident to the registration of such securities.
Because the Selling Shareholders may each be deemed to be an “underwriter” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any Class A Ordinary Shares covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. We are requesting that each Selling Shareholder confirm that there is no underwriter or coordinating broker acting in connection with the proposed sale of the Warrant Shares covered hereby by such Selling Shareholder.
We intend to keep this prospectus effective until the earlier of (i) the date on which the Warrant Shares covered hereby may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares of the Warrant Shares covered hereby have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The Warrant Shares covered hereby will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Warrant Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of Warrant Shares covered hereby may not simultaneously engage in market making activities with respect to such shares of Class A Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of such Warrant Shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and are informing the Selling Shareholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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LEGAL MATTERS
Mourant Ozannes (Hong Kong) LLP has advised us on certain legal matters as to Cayman Islands law, including the issuance of the Class A Ordinary Shares offered by this prospectus. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.
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EXPERTS
The consolidated financial statements of Prenetics Global Limited as of December 31, 2023, and for each of the years in the two-year period ended December 31, 2023, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Prenetics Global Limited as of December 31, 2024, and for the year ended December 31, 2024, incorporated by reference in this prospectus by reference to Prenetics Global Limited's annual report on Form 20-F for the year ended December 31, 2024, have been audited by Deloitte Touche Tohmatsu, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
The consolidated financial statements of Insighta Holdings Limited as of December 31, 2024 and 2023, and for the year ended December 31, 2024 and the period July 20, 2023 to December 31, 2023, incorporated by reference in this prospectus by reference to Prenetics Global Limited's annual report on Form 20-F/A for the year ended December 31, 2024, have been audited by Deloitte Touche Tohmatsu, an independent auditor, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Available Information
This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from certain of the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We also make available on our website, free of charge, our annual report on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is www.prenetics.com. The reference to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this prospectus.
Incorporation by Reference
The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it. This means that we can disclose important information to you by referring you to another document filed by us with the SEC. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.
•We incorporate by reference into this prospectus the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any reports on Form 6-K that we file with the SEC or furnish to the SEC and expressly state are incorporated by reference into this prospectus
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(including any exhibits thereto), in each case on or after the date on which this registration statement is first filed with the SEC and until the termination or completion of the offering under this prospectus: Our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 30, 2025, and Amendment No. 1 to the Form 20-F filed with the SEC on July 18, 2025;
•our current reports on Form 6-K, including all exhibits thereto, filed with or furnished with the SEC on March 5, 2025, May 29, 2025, June 16, 2025, July 17, 2025, July 18, 2025, August 1, 2025, August 22, 2025, September 12, 2025, October 28, 2025, November 10, 2025, November 24, 2025, December 11, 2025, December 23, 2025, December 30, 2025, January 5, 2026, January 6, 2026, February 17, 2026, February 18, 2026, March 3, 2026 and March 6, 2026, and Form 6-K/A on June 12, 2025, August 7, 2025, August 22, 2025, and October 21, 2025.
•the description of our Class A ordinary shares and warrants to purchase Class A ordinary shares contained in our registration statement on Form 8-A filed with the SEC on May 17, 2022, and any amendment or report filed for the purpose of updating such description;
•any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus; and
•any future reports on Form 6-K, including all exhibits thereto, that we file or furnish with the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference in this prospectus.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. With respect to each Form 6-K that is specifically identified above or that is otherwise designated as incorporated by reference into this prospectus, all information and documents contained in such Form 6-K, including any exhibits thereto, shall be deemed to be incorporated by reference into this prospectus to the extent expressly provided therein. Copies of all documents incorporated by reference in this prospectus or incorporated herein pursuant to the preceding paragraphs, other than exhibits to those documents, except as otherwise expressly provided with respect to Forms 6-K above, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
Prenetics Global Limited
Unit 703-706, K11 Atelier
728 King’s Road, Hong Kong
Tel: 852-2210 9588
Attention: Investor Relations
ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES
We are an exempted company limited by shares organized under the laws of Cayman Islands. As a result, the rights of holders of our Class A Ordinary Shares will be governed by Cayman Islands law and our amended and restated memorandum and articles of association. The rights of shareholders under Cayman Islands law may differ from the rights of shareholders of companies incorporated in other jurisdictions. A substantial amount of our assets are located outside the United States. As a result, it may be difficult for investors to enforce in the United States judgments obtained in U.S. courts against us based on the civil liability provisions of the U.S. securities laws.
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Our principal executive office is Unit 703-706, K11 Atelier King’s Road, 728 King’s Road, Quarry Bay, Hong Kong.
We have irrevocably appointed Cogency Global Inc. as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is 122 East 42nd Street, 18th Floor New York, N.Y. 10168.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers
The laws of the Cayman Islands do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default.
We have entered into indemnification agreements with each of our directors. Under these agreements, we have agreed to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being our director.
In addition, we maintain standard policies of insurance under which coverage is provided to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item 9. Exhibits
A list of exhibits included as part of this registration statement is set forth in the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.
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Item 10. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
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(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(7) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
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Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless, in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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EXHIBIT INDEX
| Exhibit No. | Description | Incorporation by reference | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Form | File No. | Exhibit No. | Filing Date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4.2 | 6-K | 001-41401 | 4.2 | December 23, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24.1 | Power of Attorney (included on the signature page of this registration statement) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 107 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on March 31, 2026.
| Prenetics Global Limited | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
By: /s/ Danny Sheng Wu Yeung Name: Danny Sheng Wu Yeung Title: Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Danny Sheng Wu Yeung and Lo Hoi Chun, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form F-3, or other appropriate form, and all amendments thereto, including post-effective amendments, of Prenetics Global Limited, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. | ||||||||||||||||||||||||||||||||||||||||||||
| SIGNATURE | CAPACITY | DATE | ||||||||||||||||||||||||||||||||||||||||||
/s/ Danny Sheng Wu Yeung | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| Danny Sheng Wu Yeung | ||||||||||||||||||||||||||||||||||||||||||||
/s/ Lo Hoi Chun | Chief Financial Officer (Principal Financial and Accounting Officer) | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| Lo Hoi Chun | ||||||||||||||||||||||||||||||||||||||||||||
/s/ Yin Pan Cheng | Independent Director | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| Yin Pan Cheng | ||||||||||||||||||||||||||||||||||||||||||||
/s/ Darshan Ravindra Shah | Independent Director | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| Darshan Ravindra Shah | ||||||||||||||||||||||||||||||||||||||||||||
/s/ David Eric Vanderveen | Director | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| David Eric Vanderveen | ||||||||||||||||||||||||||||||||||||||||||||
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, solely in his capacity as the duly authorized representative of Prenetics Global Limited, has signed this registration statement in the City of New York, New York, on March 31, 2026.
Authorized U.S. Representative
Cogency Global Inc.
| By: | /s/ Colleen A. De Vries | ||||||||||||||||
| Name: Colleen A. De Vries | |||||||||||||||||
| Title: Senior Vice President | |||||||||||||||||
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WARRANT AGENT AGREEMENT
THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”), dated as of December , 2025, is entered into by and between Prenetics Global Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WHEREAS, on October 28, 2025, the Company consummated a best efforts public offering (the “Offering”) of (i) 2,722,642 Class A ordinary shares (the “Shares”), par value $0.0015 per share (each, an “Ordinary Share”), (ii) class A warrants to purchase up to 2,722,642 Ordinary Shares at an exercise price of $24.12 per Ordinary Share (the “Class A Warrants”), and (iii) class B warrants to purchase up to 2,722,642 Ordinary Shares at an exercise price of $32.16 per Ordinary Share (the “Class B Warrants,” and together with the Class A Warrants, the “Existing Warrants”), for an offering price of $16.08 per Ordinary Share and accompanying Class A Warrant and Class B Warrant.
WHEREAS, the Company has entered into warrant exchange agreements, dated on or about the date of this Warrant Agreement (the “Warrant Exchange Agreements” and each a “Warrant Exchange Agreement”) with certain holders of the Existing Warrants (the “Holders”) pursuant to which the Holders have agreed to exchange their Existing Warrants for Class C warrants (the “Exchange Warrants”), the form of which is attached hereto as Exhibit A, to purchase up to an aggregate of 2,355,416 Ordinary Shares (the “Exchange Warrant Shares”), for $18.00 per Ordinary Share with each Exchange Warrant bearing the legend set forth in Exhibit A hereto.
WHEREAS, in connection with the Offering, the Company and the Warrant Agent entered into the warrant agreement, dated October 28, 2025 pursuant to which the Company appointed and the Warrant Agent agreed to act as the agent of the Company for the Existing Warrants;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Exchange Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Exchange Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Exchange Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Exchange Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Warrant Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows
1.Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Exchange Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement.
2.Warrants.
2.1.Form of Exchange Warrant. Each Exchange Warrant shall be (a) issued in substantially the form of Exchange Warrant attached as Exhibit B hereto, the provisions of which are incorporated herein and (b) signed by, or bear the facsimile signature of, the Chief Executive Officer of the Company. In the event the person whose facsimile signature has been placed upon any Exchange Warrant shall have ceased to serve in the capacity in which such person signed the Exchange Warrant before such Exchange Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2.Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, an Exchange Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3.Registration.
2.3.1.Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfers of the Exchange Warrants. Upon the initial issuance of the Exchange Warrants in book-entry form, the Warrant Agent shall issue and register the Exchange Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company.
2.3.2.Registered Holder. Prior to due presentment for registration of transfer of any Exchange Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Exchange Warrant is registered in the Warrant Register (the “Registered Holder”), as the absolute owner of such Exchange Warrant and of each Exchange Warrant represented thereby (notwithstanding any notation of ownership or other writing on the warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
3.Terms and Exercise of Warrants.
3.1.Warrant Price. Each Exchange Warrant shall, when entered in book-entry position or physical certificate and countersigned by the Warrant Agent (in manual or facsimile form if a physical certificate is issued), entitle the Registered Holder thereof, subject to the provisions of such Exchange Warrant, as the case may be, and of this Warrant Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $18.00 per Ordinary Share, subject to adjustment as provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which the Ordinary Shares may be purchased at the time an Exchange Warrant is exercised. The Company, in its sole discretion, may lower the Warrant Price at any time prior to the Expiration Date (as defined below).
3.2.Duration of Warrants. An Exchange Warrant may be exercised only during the period (“Exercise Period”) commencing at any time on or after the Initial Exercise Date (as defined in the Exchange Warrants) and terminating at 5:00 p.m., New York City time on the two year anniversary of the Initial Exercise Date (the “Expiration Date”). Each Exchange Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the
Expiration Date. The Company, in its sole discretion, may extend the duration of the Warrants by delaying the Expiration Date.
3.3.Exercise of Warrants.
3.3.1.Payment. Subject to the provisions of the Exchange Warrants, the Warrant Exchange Agreements and this Warrant Agreement, an Exchange Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivery to the Warrant Agent and to the Company of a duly executed PDF copy (by e-mail or e-mail attachment) of the Notice of Exercise and without any requirement for an ink-original or medallion guarantee, and by paying in full the Warrant Price for each full Ordinary Share as to which such Exchange Warrant is exercised and any and all applicable taxes due in connection with the exercise of such Exchange Warrant, as follows:
(a)by wire transfer to an account designated by the Warrant Agent or cashier’s check drawn on a United States bank payable to the order of the Warrant Agent, in each case within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise unless the cashless exercise procedure set forth in Section 2(c) of the Exchange Warrant is specified in the applicable Notice of Exercise; or
(b)if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Exchange Warrant Shares to the Holder, then such Exchange Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Exchange Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)as applicable: (i) the average VWAP (as defined in the Exchange Warrants)
for the five (5) Trading Days immediately preceding the date of the applicable Notice of Exercise (as defined in the Exchange Warrants) if such Notice of Exercise is (1) both executed and delivered pursuant to this Warrant Agreement on a day that is not a Trading Day (as defined in the Exchange Warrants) or (2) both executed and delivered pursuant to this Warrant Agreement on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the average VWAP for the five (5) Trading Days immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price (as defined in the Exchange Warrants) of the Ordinary Share on the principal Trading Market (as defined in the Exchange Warrants) as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B) = the Warrant Price of the Exchange Warrant; and
(X) = the number of Exchange Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
If Exchange Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that, in accordance with Section 3(a)(9) of the Securities Act, the Exchange Warrant Shares shall take on the registered characteristics of the Exchange Warrants being exercised. The Company agrees not to take any position contrary to Section 2(c) of the Exchange Warrant. For the avoidance of doubt, the cashless exercise procedure specified in Section 2(c) of the Exchange Warrant shall not be first available prior to the deadline for the effectiveness of the registration statement covering the Exchange Warrant Shares as set forth in Section 3.5 of the Warrant Exchange Agreements.
1.1.2Issuance of Shares. As soon as practicable after the exercise of any Exchange Warrant and the clearance of the funds in payment of the Warrant Price or upon surrender of the Exchange Warrant (or portion thereof) as set forth in Section 3.3.1(b), the Company shall cause the Exchange Warrant Shares to be transmitted by the Warrant Agent to the Registered Holder of such Exchange Warrant (i) by crediting the account of the Registered Holder or its designee’s balance account with The Depository Trust Company through DWAC if either (a) there is an effective registration statement permitting the issuance of or the resale of the Exchange Warrant Shares by the Registered Holder or (b) the Exchange Warrant Shares are eligible for resale by the Registered Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Exchange Warrants) or (ii) by issuing a book-entry position or certificate, as applicable representing the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Exchange Warrant shall not have been exercised in full, a new countersigned Exchange Warrant for the number of shares as to which such Exchange Warrant shall not have been exercised. The Exchange Warrant Shares shall be delivered by the earliest of (i) two (2) Trading Days after delivery to the Company and the Warrant Agent of a duly executed Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Warrant Price to the Warrant Agent, and (iii) the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise, the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchange Warrant Shares with respect to which such Exchange Warrant has been exercised, irrespective of the date of delivery of the Exchange Warrant Shares, provided that payment of the aggregate Warrant Price (other than in the case of a cashless exercise) is received within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Exchange Warrant Shares by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Exchange Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Share on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Exchange Warrant Shares are delivered or the Holder rescinds such exercise. The Company shall maintain a transfer agent that
participates in the FAST program so long as any Warrant remains outstanding and exercisable and shall pay all Transfer Agent same-day processing fees for any Notice of Exercise and all fees to The Depository Trust Company (or any successor) required for same-day electronic delivery of Exchange Warrant Shares. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of an Exchange Warrant unless (a) a registration statement under the Act with respect to the Ordinary Shares issuable upon exercise of such Exchange Warrants is effective and a current prospectus relating to the Ordinary Shares issuable upon exercise of the Exchange Warrants is available for delivery to the Exchange Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Exchange Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Exchange Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. Notwithstanding the foregoing, if at any time the Ordinary Shares issued upon exercise of an Exchange Warrant constitute “restricted securities” (as defined in Rule 144 under the Act), then the Company shall be permitted to add a legend in the form of Exhibit A hereto to such Ordinary Shares. In the event that a registration statement under the Act with respect to the Ordinary Shares underlying the Exchange Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Company shall, upon exercise of such Exchange Warrant for cash, deliver Ordinary Shares as “restricted securities” under the Act, subject to an appropriate restrictive legend. In no event will the Company be required to “net cash settle” the warrant exercise. For purposes of clarity, if there is a conflict between the express terms of this Warrant Agreement and any warrant certificate with respect to the terms of the Exchange Warrants, the terms of such warrant certificate shall govern and control. Subject to receipt from the Holder by the Company or its transfer agent of customary and reasonably acceptable representations and other documentation establishing that restrictive legends are no longer required, including (i) an effective registration statement or (ii) reliance on an exemption to registration, including Rule 144, the Company shall, direct the Transfer Agent to remove restrictive legends from the Exchange Warrant Shares. If required by the Company’s transfer agent, the Company shall cause its counsel to deliver such transfer agent an opinion of counsel to the effect that removal of the restrictive legends and any additional requested documentation from the transfer agent.
1.1.3Forced Exercise. The Registered Holder understands and covenants that if a Forced Exercise Event occurs, the Registered Holder may be required, at the option of the Company, to exercise all or a portion of the Exchange Warrant for cash as designed by the Company in the Forced Exercise Notice, in which the Registered Holder shall pay the Warrant Price to the Company in accordance with the terms of the Exchange Warrant. In the event that the Company elects a Forced Exercise, the Company shall fix a Forced Exercise Date and provide written notice of such Forced Exercise not less than fifteen (15) Business Days prior to the proposed date of the Forced Exercise (or such lesser period until the Termination Date) to the Registered Holder. Any Forced Exercise Notice delivered to the Registered Holder after 5:00 P.M (Eastern Time) on a Trading Day shall be deemed to have been delivered at 9:00 A.M. (Eastern Time) on the next succeeding Trading Day. At least five (5) Business Days prior to the Forced Exercise Date, the Registered Holder shall have the option, but not the obligation, to exercise such Registered Holder’s Exchange Warrant by delivering to the Company an Exercise Notice specifying the number of
Exchange Warrant Shares and, if subject to the Beneficial Ownership Limitation, the number of Pre-Funded Warrants, to be purchased based on the amount required by the Company in the Forced Exercise Notice. Notwithstanding anything herein to the contrary, in no event shall the Registered Holder have fewer than five (5) Business Days prior to the Forced Exercise Date to exercise the Exchange Warrant in connection with a Forced Exercise.
1.1.4Valid Issuance. All Ordinary Shares issued upon the proper exercise of an Exchange Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
1.1.5Date of Issuance. Each person in whose name any such book-entry position or certificate for Exchange Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of such Exchange Warrant Shares upon delivery of a duly executed Notice of Exercise, irrespective of the date of delivery of such Exchange Warrant Shares, provided that payment of the aggregate Warrant Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise, and without regard to whether the Company’s stock transfer books are open or closed on such date.
4Adjustments.
4.1Stock Dividends - Split-Ups. If, after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Exchange Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.
4.2Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Exchange Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.
4.3Adjustments in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Exchange Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Exchange Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.
4.4Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such Ordinary Shares), or, in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Exchange Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Exchange Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Exchange Warrant holder would have received if such Exchange Warrant holder had exercised his, her or its Exchange Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
4.5Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of an Exchange Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of an Exchange Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.6No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement, the Company shall not issue fractional shares upon exercise of Exchange Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Exchange Warrant would be entitled, upon the exercise of such Exchange Warrant, to receive a fractional interest in a share, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Warrant Price or round up to the next whole share.
4.7Form of Exchange Warrant. The form of Exchange Warrants need not be changed because of any adjustment pursuant to this Section 4, and Exchange Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Exchange Warrants initially issued pursuant to this Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Exchange Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Exchange Warrant or otherwise, may be in the form as so changed.
5Transfer and Exchange of Warrants.
5.1Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Exchange Warrant in the Warrant Register, upon surrender of such Exchange Warrant for transfer, properly endorsed with signatures properly medallion guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Exchange Warrant representing an equal aggregate number of Warrants shall be issued and the old Exchange Warrant shall be
cancelled by the Warrant Agent. The Exchange Warrants so cancelled may be delivered by the Warrant Agent to the Company from time to time upon request.
5.2Procedure for Surrender of Exchange Warrants. Exchange Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Exchange Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that an Exchange Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Exchange Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer is exempt from registration under the Federal Securities Act of 1933, as amended and indicating whether the new Warrants must also bear a restrictive legend.
5.3Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a warrant.
5.4Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Warrant Agreement, the Exchange Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Exchange Warrants duly executed on behalf of the Company for such purpose.
6Other Provisions Relating to Rights of Holders of Warrants.
6.1No Rights as Stockholder. An Exchange Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
6.2Lost, Stolen, Mutilated, or Destroyed Warrants. If any Exchange Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Exchange Warrant of like denomination, tenor and date as the Exchange Warrant so lost, stolen, mutilated or destroyed. Any such new Exchange Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.
6.3Reservation of Ordinary Shares. The Company shall at all times prior to the Expiration Date reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.
6.4Registration of Ordinary Shares. The Company agrees that following the Closing Date, it shall prepare and file with the Securities and Exchange Commission by March 31, 2026 a registration statement on Form F-3 for the registration under the Act of the Exchange Warrant Shares issuable upon exercise of the Exchange Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Exchange Warrants were initially offered by the Company, the Exchange Warrant Shares. The Company will use its commercially reasonable efforts to cause the
registration statement to become effective and to maintain the effectiveness of such registration statement for so long as any Exchange Warrants remain outstanding. In no event will the Registered Holder of an Exchange Warrant be entitled to receive a “net cash settlement” in lieu of physical settlement in Exchange Warrant Shares, regardless of whether the Company complies with this Section 6.4.
6.5Limitation on Monetary Damages. In no event shall the Registered Holder of an Exchange Warrant be entitled to receive monetary damages for failure to settle any Exchange Warrant exercise if the Ordinary Shares issuable upon exercise of the Exchange Warrants has not been registered with the Securities and Exchange Commission pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent, provided the Company has fulfilled its obligations under Section 6.4 to use its best efforts to effect the registration under the Act of the Ordinary Shares issuable upon exercise of the Exchange Warrants.
7Concerning the Warrant Agent and Other Matters.
7.1Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Exchange Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Exchange Warrants or such shares.
7.2Resignation, Consolidation, or Merger of Warrant Agent.
7.2.2Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Exchange Warrant (who shall, with such notice, submit his, her or its Exchange Warrant for inspection by the Company), then the holder of any Exchange Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.
7.2.3Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
7.2.4Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Warrant Agreement without any further act.
7.3Fees and Expenses of Warrant Agent.
7.3.2Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder in accordance with a fee schedule to be mutually agreed upon and shall, pursuant to its obligations under this Warrant Agreement, and will of its reasonable and documented out-of-pocket expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agreement and the exercise and performance of its duties hereunder.
7.3.3Further Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.
7.4Liability of Warrant Agent.
7.4.2Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement and shall not be liable for any action taken or suffered in the absence of bad faith by it pursuant to the provisions of this Warrant Agreement.
7.4.3Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
7.4.4Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Exchange Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Exchange Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Warrant Agreement or any Exchange Warrant or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.
7.5Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Exchange Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of Exchange Warrants.
8Miscellaneous Provisions.
8.1Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
8.2Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Exchange Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:
Prenetics Global Limited 15 Enterprise Ste 250, PMB #2104
Aliso Viejo, California 92656
Atten: Stephen Lo, Chief Financial Officer
Email: stephen.lo@prenetics.com
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Exchange Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:
Continental Stock Transfer & Trust Company 1 State Street, 30 FL
New York, New York 10004 Attn: Compliance Department
with a copy (which shall not constitute notice) in each case to: Reed Smith LLP
599 Lexington Avenue New York, NY 10022
Attention: Constantine Karides, Esq.; Michael S. Lee, Esq. Email: ckarides@reedsmith.com; michael.lee@reedsmith.com
Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.
8.3Applicable Law. The validity, interpretation and performance of this Warrant Agreement and of the Exchange Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Agreement shall 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 irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
8.4Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Exchange Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Exchange Warrants.
8.5Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Exchange Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection by it.
8.6Counterparts. This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
8.7Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.
8.8Amendments. This Warrant Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.
8.9Severability. Whenever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Warrant Agreement.
[Signature page follows]
IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.
PRENETICS GLOBAL LIMITED
By:
Name: Danny Yeung
Title: Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
Name: Margaret B. Lloyd
Title: Vice President
EXHIBIT A
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE GENERALLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
EXHIBIT B
Form of Class C Warrant
[Attached.]
Simon Lawrenson | Danielle Roman | Justine Lau | James Broad | Jessica Lee | Michael Popkin Mourant Ozannes (Hong Kong) LLP is a limited liability partnership under the Legal Practitioners Ordinance (Cap. 159) of Hong Kong and is registered and regulated by the Law Society of Hong Kong as a Foreign Law Firm. Further information about the partners and Mourant Ozannes (Hong Kong) LLP and other Mourant network members is available on our website: www.mourant.com mourant.com Mourant Ozannes (Hong Kong) LLP 1002-1008 10/F Gloucester Tower Landmark 15 Queen's Road Central Hong Kong T + 852 3995 5700 F + 852 3995 5799 Prenetics Global Limited c/o Unit 703-706 K11 Atelier King's Road 728 King's Road Quarry Bay Hong Kong Date | 31 March 2026 Our ref | 8069941/256835456/3 Dear Sirs and Mesdames Prenetics Global Limited (the Company) We have acted as Cayman Islands legal advisers to the Company to provide this legal opinion in connection with the Company’s registration statement filed on 31 March 2026 with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the registration and resale by certain selling shareholders of Class A Ordinary Shares of par value US$0.0015 par value each (the Shares) issuable upon exercise of Class C Ordinary Warrants (the Warrants) (the Shares issuable upon exercise of the Warrants, the Warrant Shares). 1. Documents Reviewed For the purposes of this opinion we have examined a copy of each of the following documents: (a) The certificate of incorporation of the Company dated 21 July 2021; (b) the amended and restated memorandum and articles of association of the Company as adopted by a special resolution on 15 September 2021, amended by the resolutions passed at the annual general meeting of the Company held on 20 October 2023 authorising (among other things) a reverse stock split of the Company's Class A Ordinary Shares and further amended by the resolutions passed at the extraordinary general meeting of the Company held on 1 August 2025 (the M&A); (c) the Company's register of directors and officers (the Register of Directors, together with the M&A, the Company Records); (d) the resolutions in writing of the directors of the Company dated 31 March 2026 approving (among other things) the Registration Statement by the Company (the Resolutions); (e) a certificate of good standing dated 19 March 2026, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing); and (f) a draft of the registration statement on Form F-3 to be filed with the Commission on 31 March 2026, in relation to the Company and the Company's prospectus dated 31 March 2026
8069941/256835456/3 2 (excluding its exhibits and any documents incorporated by reference into such registration statement) (the Registration Statement). 2. Assumptions The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied upon the following assumptions, which we have not independently verified: 2.1 Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. 2.2 That where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention. 2.3 The accuracy and completeness of all factual representations made in the documents reviewed by us. 2.4 The genuineness of all signatures and seals. 2.5 The Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded and any meeting at which those resolutions were passed was duly convened, held and quorate throughout. 2.6 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions set out below. 2.7 That the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders. 2.8 That upon issue the Company will receive in full the consideration for which the Company agreed to issue the Warrant Shares, which shall be equal to at least the par value thereof. 2.9 The validity and binding effect under the laws of the United States of America of the Registration Statement and the Registration Statement will be duly filed with the Commission. 2.10 Each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the M&A. 2.11 The Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing, or performing its obligations under the Registration Statement and no steps have been taken, or resolutions passed, to wind up the Company or appoint a receiver in respect of the Company or any of its assets. 2.12 The Company Records were and remain at the date of this opinion accurate and complete. 2.13 No Warrant Share will be issued for a price which is less than its par value. 2.14 The Company will have sufficient authorised but unissued share capital to issue each Warrant Share. 2.15 No change will be made to the Company's memorandum of association or articles of association which will affect the continuing accuracy of this opinion.
8069941/256835456/3 3 3. Opinion Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that: 3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands. The Company is deemed to be in good standing on the date of issue of the Certificate of Good Standing if it: (a) has paid all fees and penalties under the Companies Act; and (b) is not, to the Registrar's knowledge, in default under the Companies Act. 3.2 Based solely on our review of the M&A, the authorised share capital of the Company is US$320,000 divided into 213,333,334 shares of US$0.0015 par value each, of which (i) 186,666,667 are designated as Class A Ordinary Shares, (ii) 15,333,333 are designated as convertible Class B Ordinary Shares, and (iii) 11,333,334 shall be designated as shares of such class or classes (however designated) as the board of directors may determine. 3.3 The issue and allotment of the Warrant Shares will be duly authorised and when allotted, issued and exercised pursuant to the terms of the Warrants and as contemplated in the Registration Statement, the Warrant Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). 4. Qualifications Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). 5. Consent We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading "Legal Matters" and elsewhere in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder. Yours faithfully Mourant Ozannes (Hong Kong) LLP
WARRANT EXCHANGE AGREEMENT
This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of December , 2025 (the “Effective Date”), by and among Prenetics Global Limited, a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (the “Holder”). Capitalized terms used but not defined herein are used with the respective meanings assigned to them in the Existing Warrants (as defined below).
RECITALS
WHEREAS, on October 28, 2025, the Company consummated a best efforts public offering (the “Offering”) pursuant to which the Company issued and sold to certain accredited investors, including the Holder, (i) an aggregate of 2,722,642 Class A ordinary shares, par value $0.0015 per share (the “Ordinary Shares”), of the Company; (ii) Class A warrants (the “Class A Warrants”) to purchase up to an aggregate of 2,722,642 Ordinary Shares for $24.12 per share; and (iii) Class B warrants (the “Class B Warrants,” and together with the Class A Warrants, the “Existing Warrants”) to purchase up to an aggregate of 2,722,642 Ordinary Shares for $32.16 per share for a combined offering price of $16.08 per Ordinary Share and accompanying Class A Warrant and Class B Warrant;
WHEREAS, the Offering was made pursuant to an effective registration statement on Form F-3, as amended (File No.: 333-288824) (the “Registration Statement”) declared effective by the Securities and Exchange Commission (the “Commission”) on September 11, 2025, as supplemented by the preliminary prospectus supplement filed with the Commission on October 28, 2025 under Rule 424(b)(5) of the Securities Act of 1933, as amended (the “Securities Act”); and
WHEREAS, in connection with the transactions contemplated hereby, and subject to the terms and conditions set forth herein, the Holder has agreed to (i) consent to the consummation of such transactions and (ii) exchange (the “Exchange”) all of the Holder’s Existing Warrants, as set forth on the Holder’s signature page hereto, for new warrants in the form attached hereto as Annex A (the “Exchange Warrant”), at a ratio of two (2) Existing Warrants for one (1) Exchange Warrant (the “Exchange Ratio”), which Exchange Warrant shall entitle the Holder to purchase the number of Ordinary Shares set forth on such signature page (the “Exchange Warrant Shares”) at an exercise price of $18.00 per Ordinary Share, subject to adjustment as set forth in the Exchange Warrant, from the date of initial exercise through the second anniversary thereof.
NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
EXCHANGE
EXCHANGE
Section 1.1 Exchange of Existing Warrants. On the Closing Date (as defined below), subject to the satisfaction of the conditions to closing set forth below, effective as of and contingent upon the occurrence of the Closing on the basis and subject to the terms and conditions set forth in this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Holder shall convey, assign and transfer all of such Holder’s rights, title and interest in and to the Existing Warrants (including any claims the Holder may have against the Company related thereto) and assigns the same to the Company, in exchange for the Exchange Warrant, which shall be issued and delivered by the Company to the Holder (or its designee) in a number equal to the total number of Existing Warrants surrendered divided by two (2), rounded up to the nearest whole Exchange Warrant, at the address for delivery set forth on the signature page of the Holder attached hereto. From and after the Closing Date and concurrent consummation of the Exchange, each Existing Warrant held by the Holder shall: (A) be deemed cancelled; (B) have no force or effect; and (C) no longer constitute an outstanding security of the Company or entitle the Holder to any rights with respect to any of the Company’s securities. The Company and the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange (and cancellation) of the Existing Warrants and issuance of the Exchange Warrants.
Section 1.2 Closing. Subject to the conditions set forth in Section 1.3 and Section 1.4 below, the transactions contemplated hereby (including the Exchange) shall take place via the electronic exchange of documents, securities and signatures, no later than two (2) Business Days after the date hereof (or at such other time and place as the Company and the Holder mutually agree) (the “Closing” and the “Closing Date”).
Section 1.3 Conditions to the Holder’s Obligations at the Closing. The Holder’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver, at the sole option of the Holder), prior to or on the Closing Date, of each of the following conditions, in each case to the reasonable satisfaction of the Holder:
(a)The Company shall have duly executed and delivered to the Holder this Agreement and the Warrant Agent Agreement, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, and the Company shall have duly executed and delivered to the Holder the Exchange Warrant.
(b)The Company shall have delivered to such Holder a certificate, in the form acceptable to such Holder, executed by the Secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors approving this Agreement and the transactions contemplated hereby, (ii) the Certificate of Incorporation (as defined below) and (iii) the bylaws of the Company, each as in effect at the Closing.
(c)The representations and warranties of the Company set forth herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such
specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by
the Company at or prior to the Closing Date. Such Holder shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect.
(d)The Exchange Warrant Shares (A) shall be listed (as applicable) on the Nasdaq Global Market (the “Principal Market”) and (B) except as otherwise disclosed in the Commission Documents (as defined below) with respect to the Principal Market, shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, in writing by the Commission or the Principal Market.
(e)The Company shall have obtained all necessary governmental, regulatory or third-party consents and approvals, including without limitation, any consents or approvals required by the Principal Market, if any, necessary for the exchange of the Existing Warrants for the Exchange Warrants.
(f)No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or any governmental authority, agency, department, commission, board, bureau or other governmental body, whether federal, state, local or foreign (collectively, a “Governmental Entity”), of competent jurisdiction that prohibits the consummation of any of the transactions contemplated hereby.
(g)Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect (as defined below).
(h)The Company shall have filed with The Nasdaq Stock Market, to the extent required under the applicable listing rules thereof, a Listing of Additional Shares Notification with respect to the Exchange Warrant Shares.
(i)The Company shall have duly executed and delivered to the Company’s duly appointed transfer agent, and the transfer agent shall have acknowledged, an irrevocable transfer agent instruction letter in a form reasonably acceptable to the Holder.
(j)The Company shall have delivered to such Holder such other documents, instruments or certificates relating to the transactions contemplated by this Agreement, as such Holder or its counsel may reasonably request.
Section 1.4 Conditions to the Company’s Obligations to the Closing. The Company’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver, at the sole option of the Company), to the Company’s reasonable satisfaction, prior to or
on the Closing Date, of each of the following conditions, in each case to the reasonable satisfaction of the Company:
(a)The representations and warranties of the Holder set forth herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Holder at or prior to the Closing Date.
(b)No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.
(c)All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company and the Company shall have received all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.
(d)As soon as commercially practicable following the Closing Date, the Holder shall deliver the original certificate evidencing the Existing Warrants for cancellation on the Company’s books and records (or a duly executed and delivered lost warrant affidavit in form and substance reasonably acceptable to the Company).
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE HOLDER
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE HOLDER
The Holder hereby makes the following representations, warranties and covenants, each of which is true and correct on the date hereof, and shall survive the consummation of the transactions contemplated hereby to the extent set forth herein:
Section 2.1 Existence and Power.
(a) The Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.
(b) The Holder has all requisite power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder, and no further consent, approval or authorization is
required by the Holder in order for the Holder to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.
Section 2.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Holder and, assuming due execution and delivery by the Company, constitutes the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (b) general principles of equity.
Section 2.3 Section 3(a)(9). The Holder understands and agrees that the issuance of the Exchange Warrant and the Exchange Warrant Shares is intended to be exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof. The Holder represents and warrants to the Company that: (i) the Holder is the sole legal and beneficial owner of the Existing Warrants identified on the Holder’s signature page hereto and has held such Existing Warrants
continuously since their issuance; (ii) the Exchange, as it related to the Holder, is being made exclusively with the Holder and no other person; (iii) the Holder has not paid and will not pay any commission or remuneration, directly or indirectly, to any broker, dealer, finder or investment banker in connection with the Exchange; (iv) the Holder is not a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or a person associated with a broker or dealer) and is not participating, and will not participate, in the Exchange in a manner that would require the Exchange to be registered under the Securities Act; and (v) no additional consideration of any kind has been paid or given by the Holder in connection with the Exchange other than the surrender of the Existing Warrants.
Section 2.4 Title to Warrants. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to its Existing Warrants, free and clear of any Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants and will deliver such Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws and except as set forth herein the Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the Existing Warrants or its rights in such Existing Warrants, or (ii) given any person or entity any transfer order, power of attorney, vote, plan, pending proposal or other right of any nature whatsoever with respect to such Existing Warrants which would limit the Holder’s power to transfer the Existing Warrants hereunder. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.
Section 2.5 Non-Contravention. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not (i) result in any violation of the provisions of the organizational documents of the Holder or (ii) constitute or result in a breach, violation, conflict or default
under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Holder is a party or by which the Holder is bound or to which any of the property or assets of the Holder is subject, or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Holder or any of its properties or cause the acceleration or termination of any obligation or right of the Holder, except in the case of clause (ii) above for such breaches, conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of the Holder to perform its obligations hereunder.
Section 2.6 Investment Decision.
(a) (i) The Holder is a sophisticated investor acquiring the Exchange Warrants, and any shares underlying therein, in the ordinary course of its business and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Exchange Warrants and has so evaluated the merits and risks of investing in the
Exchange Warrants, (ii) the Holder is able to bear the entire economic risk of investing in the Exchange Warrants, (iii) the Holder is investing in the Exchange Warrants with a full understanding of all of the terms, conditions and risks of such an investment and willingly assuming those terms, conditions and risks and (iv) the Holder has not relied on any statement or other information provided by any person concerning the Company, the Exchange or the Exchange Warrants.
(b) The Holder acknowledges that an investment in the Exchange Warrants involves a high degree of risk, and the Exchange Warrants are, therefore, a speculative investment. The Holder acknowledges that the terms of the Exchange have been established by negotiation between the Company and the Holder. The Holder acknowledges that the Company has not given any investment advice, rendered any opinion or made any representation to the Holder about the advisability of this decision or the potential future value of any of the Existing Warrants.
(c) The Holder has been given full and adequate access to information relating to the Company, including its business, finances and operations as the Holder has deemed necessary or advisable in connection with the Holder’s evaluation of the Exchange Warrants. The Holder has not relied upon any representations or statements made by the Company or its agents, officers, directors, employees or stockholders in regard to this Agreement or the basis thereof. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Exchange Warrants and is not relying on the Company or any of its affiliates for any such advice. The Holder has had the opportunity to review the Company’s filings with the Commission. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Holder has made an independent decision to exchange its Existing Warrants for Exchange Warrants and is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Exchange Warrants, and any shares underlying therein, and the transactions contemplated by this Agreement.
(d) The Holder (i) is not and has not never been an “affiliate” of the Company (as defined in Rule 144 under the Securities Act) or (ii) does not beneficial own (as that term is defined in the Exchange Act) more than 10% of the Company’s Ordinary Shares.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby makes the following representations, warranties and covenants each of which is true and correct on the date hereof and shall survive the consummation of the transactions contemplated hereby to the extent set forth herein.
Section 3.1 Existence and Power.
(a) The Company is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.
(b) The Company has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including, without limitation, the issuance of all of the Exchange Warrants, and any shares underlying therein, have been duly authorized by all necessary action on the part of the Company and its board of directors (or a duly authorized committee thereof) (the “Board of Directors”), and no further consent, approval or authorization is required by the Company or of its Board of Directors or its shareholders in order for the Company to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby, including, without limitation, the issuance of all of the Exchange Warrants, and any shares underlying therein, hereunder.
(c) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association (or other organizational documents) of the Company or (ii) constitute or result in a breach, violation, conflict or default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or cause the acceleration or termination of any obligation or right of the Company, except in the case of clause (ii) above for such breaches, conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement, the term “Material Adverse Effect” shall mean a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Party, or an event, change or occurrence that would materially adversely affect the ability of the Party to perform its obligations under this Agreement.
Section 3.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the Holder, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally, and (b) general principles of equity.
Section 3.3 Valid Issuance; Available Shares. All issued and outstanding Ordinary Shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Schedule 3.3 sets forth the number of Ordinary Shares reserved for issuance pursuant to Ordinary Share Equivalents (which, for purposes of this Agreement, means any securities of the Company that are convertible into or exercisable or exchangeable for Ordinary Shares, whether or not then convertible, exercisable or exchangeable), other than the Existing
Warrants and the Ordinary Shares previously reserved for issuance upon exercise of the Existing Warrants. Except as set forth on Schedule 3.3, and to the actual knowledge of the Company’s officers (which, for purposes of this Agreement, means the actual, current knowledge of those officers of the Company charged with responsibility for the matters described herein and without any duty of inquiry), no Person (which, for purposes of this Agreement, means any individual, corporation, partnership, limited liability company, trust, association, joint venture, governmental authority or other entity or organization) beneficially owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated on the assumption that all Ordinary Share Equivalents, whether or not currently exercisable or convertible, have been fully exercised or converted, as applicable, after giving effect to any limitations on exercise or conversion (including any “blockers”) contained therein, and without conceding that any such Person is a “10% stockholder” for purposes of the federal securities laws).
Section 3.4 No Remuneration. Neither the Company nor any Person acting on its behalf has paid or given, directly or indirectly, any commission or other remuneration to any person in connection with, or for the purpose of soliciting or facilitating, the Exchange.
Section 3.5 Registration. The Company shall, following the Closing Date, prepare and file with the Commission by March 31, 2026 (the “Filing Deadline”) a registration statement on Form F-3 registering the resale of the Exchange Warrant Shares issuable upon exercise of the Exchange Warrants (the “New Registration Statement”). The Company shall use its commercially reasonable efforts to cause the New Registration Statement to be declared effective by the Commission as promptly as practicable following the Filing Deadline and to maintain the effectiveness of the New Registration Statement for so long as any Exchange Warrants remain outstanding. The Company shall provide the Holder with draft of the New Registration Statement, and all amendments and supplements thereto, not less than three (3) Business Days prior to filing and shall consider in good faith any comments provided by the Holder. The Company shall not file the New Registration Statement without the express written consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed. All filing fees and expenses in connection with the New Registration Statement shall be the responsibility of the Company. The Company shall indemnify and hold harmless the Holder, its affiliates, and their respective officers, directors, partners, members, employees, agents and representatives, and each Person who controls the Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any and all losses, claims, damages, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) to which they may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities, judgments, costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the New Registration Statement or any amendment or supplement thereto, or any document incorporated by reference therein, or any prospectus included therein, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Company and relating to the offer or sale of any Exchange Warrant Shares pursuant to the New Registration Statement. The Company shall reimburse the Holder, and each such indemnified Person, for any legal or
other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability, judgment, cost or expense as such expenses are incurred.
ARTICLE IV
MISCELLANEOUS
MISCELLANEOUS
Section 4.1 Issuance of Form 6-K. Within one (1) Business Day from the Closing Date, the Company shall file a Report of Foreign Private Issuer on Form 6-K with the Commission disclosing all material terms of the Exchange (“Form 6-K”). From and after the filing date of Form 6-K, the Company represents to the Holder that it shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the Form 6-K, solely by virtue of its participation in the transactions contemplated by this Agreement. In addition, effective upon the filing of the Form 6-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its officers, directors, employees or agents, on the one hand, and the Holder or its respective affiliates, on the other hand, related to the transactions contemplated hereby or with respect to information shared in connection herewith shall terminate.
Section 4.2 Survival of Representations and Warranties. The agreements of the Company, as set forth herein, and the respective representations and warranties of the Holder and the Company as set forth herein in Articles II and III, respectively, shall survive the consummation of the transactions contemplated herein.
Section 4.3 Notice. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) with return receipt requested or sent by reputable overnight courier service (charges prepaid):
(a) if to the Holder, at its respective address set forth in the signature page hereto; and
(b) if to the Company, at its address, as follows:
Prenetics Global Limited
15 Enterprise Ste 250, PMB #2104
Aliso Viejo, California 92656
Attn: Stephen Lo, Chief Financial Officer
Email: stephen.lo@prenetics.com
with a copy (which shall not constitute notice) to:
Reed Smith LLP
200 South Biscayne Boulevard, Suite 2600
Southeast Financial Center
Miami, Florida 33131
Attention: Constantine Karides, Esq.; Michael S. Lee, Esq.
Email: ckarides@reedsmith.com; michael.lee@reedsmith.com
Each Party hereto by notice to the other Party may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given (i) at the time delivered by hand, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid, if mailed; (iii) when receipt acknowledged, if transmitted by email; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
Section 4.4 Entire Agreement. This Agreement and the other documents and agreements executed in connection with the Exchange, embody the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the Parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.
Section 4.5 Assignment; Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their successors and assigns. A Party cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of each other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Holder can assign or otherwise transfer the benefit of this Agreement to any of its affiliates without the prior written consent of the Company.
Section 4.6 Time is of the Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.
Section 4.7 Counterparts. This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or in portable document format (.pdf) shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.
Section 4.8 Remedies Cumulative. Except as otherwise provided herein, all rights and remedies of the Parties under this Agreement are cumulative and without prejudice to any other rights or remedies available at law.
Section 4.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall (i) limit, or be deemed to limit, in any way any right to serve process in any manner permitted by law, (ii) operate, or shall be deemed to operate, to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
Section 4.10 No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a Party hereto, or any such person’s dependents or heirs, any right to any benefits hereunder, and no such Party shall be entitled to sue any Party to this Agreement with respect thereto.
Section 4.11 Waiver; Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the Parties. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a Party hereto shall be effective or binding unless such waiver shall be in writing and signed by the Party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a Party’s rights and remedies with respect to such noncompliance or breach.
Section 4.12 Word Meanings. The words such as “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural, and vice versa, unless the context otherwise requires. The masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires.
Section 4.13 No Broker. Neither Party has engaged any third party as broker or finder or incurred or become obligated to pay any broker’s commission or finder’s fee in connection with the transactions contemplated by this Agreement other than such fees and expenses for which that particular Party shall be solely responsible.
Section 4.14 Further Assurances. The Holder and the Company each hereby agree to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions, as either Party may reasonably request in connection with the transactions contemplated by this Agreement.
Section 4.15 Costs and Expenses. The Holder and the Company shall each pay their own respective costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement, including, but not limited to, the fees and expenses of their respective advisers, counsel, accountants and other experts, if any.
Section 4.16 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.17 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered as of the date first above written.
| PRENETICS GLOBAL LIMITED | ||||||||
By:______________________________________ Name: Danny Yeung Title: Co-Founder and Chief Executive Officer | ||||||||
[Signature Page to Exchange Agreement]
IN WITNESS WHEREOF, each of the undersigned have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
HOLDER’S NAME: [●] | ||||||||||||||||||||||||||
| By: | ||||||||||||||||||||||||||
| Name: | ||||||||||||||||||||||||||
| Title (if Holder is an entity): | ||||||||||||||||||||||||||
| Address (for Notice): | ||||||||||||||||||||||||||
Existing Warrants:
Class A Warrants: ___________________
Class B Warrants; ___________________
Exchange Warrants: ___________________
[SIGNATURE PAGE TO WARRANT EXCHANGE AGREEMENT]
Simon Lawrenson | Danielle Roman | Justine Lau | James Broad | Jessica Lee | Michael Popkin Mourant Ozannes (Hong Kong) LLP is a limited liability partnership under the Legal Practitioners Ordinance (Cap. 159) of Hong Kong and is registered and regulated by the Law Society of Hong Kong as a Foreign Law Firm. Further information about the partners and Mourant Ozannes (Hong Kong) LLP and other Mourant network members is available on our website: www.mourant.com mourant.com Mourant Ozannes (Hong Kong) LLP 1002-1008 10/F Gloucester Tower Landmark 15 Queen's Road Central Hong Kong T + 852 3995 5700 F + 852 3995 5799 Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 United States of America Date | 31 March 2026 Our ref | 8069941/256837881/2 Dear Addressee Reliance on opinion relating to Prenetics Global Limited (the Company) We refer to our legal opinion dated 31 March 2026 (our opinion) relating to the Company. This letter sets out the terms on which we consent to disclose a copy of our opinion to you and to allow you to rely on it as though you were named in our opinion as an addressee to it. 1. Our opinion is dated 31 March 2026 (the issue date) and the opinions in it are only given on the issue date. 2. We have not revised our opinion or investigated whether there have been any changes of fact or law since the issue date that may affect its continuing accuracy. We do not assume any obligation to you to do so. 3. In preparing our opinion, we had regard solely to the interests of our client(s) on the issue date. 4. We are only liable to you in connection with the contents of our opinion. Neither this letter, nor any communication regarding its subject matter, creates a lawyer-client relationship between us and you or imposes on us any duty, obligation or liability outside the scope of our opinion. 5. We will only be liable once to the addressee of our opinion and all other persons (including you) we have allowed to rely on it (taken together) for a loss arising from the same fact, matter, event or circumstance giving rise to a claim in connection with it. 6. Our maximum liability to you in connection with our opinion is US$5 million. 7. You must commence any legal proceedings against us in connection with our opinion within one year of the date of this letter. We will have no responsibility or liability to you in connection with our opinion after this time period. 8. We will only disclose a copy of our opinion to you, and you may only rely on it, if you first sign, date and return to us a copy of this letter.
8069941/256837881/2 2 Please confirm that you agree to the terms of this letter by signing, dating and returning to us a copy of it. This letter, and any non-contractual obligations arising out of it, are governed by, and to be interpreted in accordance with, Cayman Islands law. Yours faithfully Mourant Ozannes (Hong Kong) LLP
8069941/256837881/2 3 Confirmation We confirm that we agree to the terms of this letter and represent and warrant to you that the person who signs this letter on our behalf of is duly authorised to do so. …………………………………………………………………………… ……………………………………………………………………… On behalf of Continental Stock Transfer & Trust Company Date …………………………………………………………………………… Name of signatory
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 30, 2024, with respect to the consolidated financial statements of Prenetics Global Limited, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG
Hong Kong, China
March 31, 2026
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated April 30, 2025, relating to the financial statements of Prenetics Global Limited appearing in the Annual Report on Form 20-F and the Amendment No.1 on Form 20-F/A of Prenetics Global Limited for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte Touche Tohmatsu
Hong Kong, People's Republic of China
March 31, 2026
Exhibit 23.4
Consent of Independent Auditor
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated July 18, 2025, relating to the consolidated financial statements of Insighta Holdings Limited appearing in the Form 20-F/A of Prenetics Global Limited for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte Touche Tohmatsu
Hong Kong, People's Republic of China
March 31, 2026
