Prenetics Global Ltd-A美股招股说明书(2025-10-28版)

Prenetics Global Limited, which we refer to as “we,” “us,” “our” or the “Company,” is offering 2,722,642 Class A ordinaryshares of the Company, par value $0.0015 per share (“Class A Ordinary Shares”), together with Class A warrants and Class Bwarrants (each, a “warrant” and collectively, “warrants”) to purchase up toan aggregate of 5,445,284 shares of our Class AOrdinary Shares, pursuant to this prospectus supplement and the accompanying prospectus. Our ClassA Ordinary Shares are listed on the Nasdaq Global Market (“Nasdaq”) under the trading symbol “PRE”. On October 24,2025, the closing sale price as reported on Nasdaq of our Class A Ordinary Shares was $16.76 per share. Each Class A Ordinary Share is being sold together with (i) one Class A warrant and (ii) one Class B warrant. The offering pricefor each Class A Ordinary Share, together with one Class A warrant and one Class B warrant, is $16.08. Each Class A warrant isexercisable to purchase one Class A Ordinary Share at an exercise price of $24.12 per share, is exercisable immediately and willexpire five years from the date of issuance (each, a “Class A Warrant” and collectively, the “Class A Warrants”). Each Class Bwarrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $32.16 per share, is exercisableimmediately and will expire five years from the date of issuance (each, a “Class B Warrant” and collectively, the “Class BWarrants”). The Class A Ordinary Shares and the accompanying warrants can only be purchased together in this offering but will be issuedseparately and not as a unit. There is no established public trading market for the warrants, and we do not expect a market foreither to develop. We do not intend to apply for listing of the warrants on the Nasdaq Global Market or any securities exchangeor nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited. TheClass A Ordinary Shares, the warrants, and the Class A Ordinary Shares issuable upon the exercise of the warrants aresometimes collectively referred to herein as the “securities.” We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, assuch, may elect to comply with certain reduced public company disclosure and reporting requirements. We have engaged Dominari Securities LLC (the “Placement Agent”) to act as our exclusive placement agent in connection with thisoffering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by thisprospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. As compensation for the servicesrendered, we will (i) pay the Placement Agent a transaction fee equal to eight percent (8%) (reduced to four percent (4%) for investorsthat are introduced by the Company)) of the gross proceeds of the aggregate amount of Class A Ordinary Shares sold in the offeringpayable at closing and (ii) issue to the Placement Agent or its designees warrants to purchase a number of Class A Ordinary Sharesequal to six percent (6%) of the Class A Ordinary Shares sold in this offering (the “Placement Agent Warrants”). For investorsintroduced by the Company and investing as directed offers, such warrant coverage will be reduced to two percent (2%). ThePlacement Agent Warrants will have an exercise price of $16.08 per share (equal to 100% of the purchase price of the Class AOrdinary Shares). For more information on the Placement Agent Warrants see, “Description of the Securities We are Offering—Placement Agent Warrants” and “Plan of Distribution.” (1)Consists of a cash fee equal to 8% of the aggregate gross proceeds from this offering (reduced to 4% for sales to investors introduced by the Company) andwarrants to purchase Class A Ordinary Shares equal to 6% of the aggregate number of Class A Ordinary Shares (reduced to 2% for sales to investors introduced bythe Company). We have also agreed to reimburse the Placement Agent for certain expenses. See “Plan of Distribution” on pageS-40for additional informationregarding the compensation payable to the Placement Agent. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” BEGINNING ON PAGES-8OF THISPROSPECTUS SUPPLEMENT, “RISK FACTORS” BEGINNING ON PAGE20OF THE ACCOMPANYING PROSPECTUS,AND IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, BEFORE INVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Placement Agent Dominari Securities LLC The date of this prospectus suppleme