United States securities and exchange commission logo
December 10, 2021
Danny Yeung
Director
Prenetics Global Limited
Unit 701-706, K11 Atelier King s Road
728 King s Road, Quarry Bay, Hong Kong
Re: Prenetics Global
Limited
Amendment No. 1 to
Registration Statement on Form F-4
Filed November 30,
2021
File No. 333-260928
Dear Mr. Yeung:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4
Cover Page
1. We note your response
to prior comment 1 and re-issue in part. Please revise your
disclosure on the
prospectus cover page to state that if Chinese regulatory authorities
disallow your corporate
structure, this would cause the value of your ordinary shares to
significantly decline
or become worthless.
2. We note your response
to prior comment 3 and re-issue in part. Please clearly disclose
how you will refer to
the holding company and its subsidiaries when providing the
disclosure throughout
the document so that it is clear to investors which entity the
disclosure is
referencing and which subsidiaries or entities are conducting the business
operations.
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany10,
December NamePrenetics
2021 Global Limited
December
Page 2 10, 2021 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus, page 24
3. We note your response to prior comment 2 and re-issue. The Summary of
the Proxy
Statement/Prospectus should prominently address, but not necessarily
be limited to, the
risks highlighted on the prospectus cover page.
4. We note your response to prior comment 8. Please revise your Summary
of the Proxy
Statement/Prospectus such that the Corporate Structure subsection
appears more
prominently.
Selected Historical Financial Data of Prenetics, page 45
5. We note your response to comment 6. In regards to the condensed
consolidating
schedules provided, please address the following:
We note your description of the consolidation adjustment in a note
to the condensed
consolidating financial position and results of operation. Please
expand your
disclosures to better explain these adjustments. For example,
based on your current
disclosures, it is not clear why there was a $4.4 million
consolidating adjustment
to the results of operations for the year ended December 31, 2020
and a $4.5 million
consolidating adjustment to total liabilities as of December 31,
2020; and
Please disclose why there is no change in the Investment in VIE
balance from
December 31, 2019 through June 30, 2021, including the methodology
used to
account for your investments in subsidiaries/VIEs pursuant to IAS
27.
Background of the Business Combination, page 146
6. We note your response to prior comment 16 and re-issue. Please revise
the Background of
the Business Combination section to provide more specific details
regarding the
calculations and financial analyses undertaken by Artisan s
management and the Artisan
Board that were used to determine that a fully-diluted, pre-money
equity valuation of
$1.15 billion for Prenetics was reasonable. To the extent that the
comparable company
analysis presented on page 159 and the projections presented on page
163 were the only
financial calculations and analyses prepared or reviewed by Artisan's
management and
Board in connection with the Business Combination, please so state.
7. We note your response to prior comment 16. Please revise your
disclosure to disclose the
valuation of Prenetics Limited in Feburary 2021 at the time of
Prenetics' Series D funding
round, when an affiliate of the Sponsor invested in Prenetics. Please
also revise to discuss
why the Artisan Board, which appears to include at least one member
who is affiliated
with Artisan's Sponsor, did not consider this valuation when
evaluating the proposed
valuation of Prenetics in the Business Combination.
Financial Statements of Artisan Acquisition Corporation, page F-86
8. Please provide updated interim financial statements for the period
ended September 30,
2021. In this regard, we note the Form 10-Q for the period ended
September 30, 2021
Danny Yeung
Prenetics Global Limited
December 10, 2021
Page 3
was filed by Artisan Acquisition Corporation on November 15, 2021. Please
also update
the corresponding financial information throughout the filing, including
the pro forma
financial information.
General
9. We note your response to prior comment 26 and revised disclosure. Please
revise the
second graphic of your presentation so that your statement that Circle
Snapshot, Circle
Medical, Circle One, Circle F1x and Circle Fern are still in development
is at least as
prominent as each of the logos for those products that appear on the
graphic.
Please also revise the third graphic to refrain from presenting expected
revenue for periods
that have yet to be completed. To the extent you present revenue from
historical periods,
please also present net income (loss) with equal prominence.
You may contact Nudrat Salik at 202-551-3692 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameDanny Yeung
Division of
Corporation Finance
Comapany NamePrenetics Global Limited
Office of Life
Sciences
December 10, 2021 Page 3
cc: Jonathan B. Stone, Esq.
FirstName LastName