United States securities and exchange commission logo
January 13, 2022
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. 3 to
Registration Statement on Form F-4
Filed December 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
December 23, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-4
Cover Page
1. We note your response
to prior comment 1. Please revise your cover page to reflect your
disclosure on pages 40
and 67 that your auditor is currently not inspected by the PCAOB
and that therefore your
shares would potentially become subject to a trading prohibition if
you are a
Commission-Identified Issuer for three consecutive years.
Selected Historical Financial Data of Prenetics, page 46
2. We note your response
to comment 4. Please address the following:
There are
significant adjustments made in the consolidating schedules which are
labeled as "Other
Adjustments." Please further clarify in the notes or in another
Danny Yeung
Prenetics Global Limited
January 13, 2022
Page 2
manner the nature of these adjustments. Please also separately
identify intercompany
elimination adjustments;
The consolidating statements of profit or loss do not separately
identify any
intercompany amounts. Please advise or revise as necessary;
In the consolidating statement of profit or loss for the year
ending December 31,
2020, the VIE column shows an other loss of $570,584. Please further
clarify the
nature of this amount in your disclosures.
Unaudited Pro Forma Condensed Combined Financial Information, page 279
3. We note your response to comment 6. Please correspondingly revise herein
and
throughout the filing, as necessary, the description of your pro forma
financial information
to indicate that it is as of September 30, 2021 rather than June 30,
2021. In addition, you
state on pages 61, 285 and 289 that for pro forma and historical
financial data purposes,
the period ended June 30, 2021 is presented as a nine month period which
includes the
three months ended December 31, 2020 combined with the six months ended
June 30,
2021. However, the disclosure on page 279 indicates the interim
information for Prenetics
is for the six months ended June 30, 2021. Please revise the filing for
consistency.
Notwithstanding the above, please consider the need to update the
financial information
throughout the filing for the year ended December 31, 2021 in accordance
with Item 8 of
the Form 20-F or include in an Exhibit the representations discussed in
the Instructions to
Item 8.A.4 of the Form 20-F.
Consolidated Financial Statements, page F-3
4. Please clarify at the top of the page, at a minimum on pages F-3 through
F-7 and pages F-
52 through F-56, the financial statements presented are for Prenetics
Group Limited, for
which the auditors' report has been provided.
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
January 13, 2022 Page 2
cc: Jonathan B. Stone, Esq.
FirstName LastName