UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Prenetics Global Limited
(Name of Issuer)
Class A ordinary shares, US$0.0001 par value per share
(Title of Class of Securities)
G72245106
(CUSIP Number)
Da Yeung Limited
Yeung Danny Sheng Wu
Unit 701-706, K11 Atelier King’s Road
728 King’s Road, Quarry Bay
Hong Kong
Tel: +852-2210-9588
January 3, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | This statement on Schedule 13D constitutes Amendment No. 1 to the initial Schedule 13D (the “Original Schedule 13D”) filed on May 31, 2022 on behalf of each of Da Yeung Limited and Yeung Danny Sheng Wu, with respect to ordinary shares (“Ordinary Shares”), comprising Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.0001 per share (“Class B Ordinary Shares”), of Prenetics Global Limited (the “Issuer”), an exempted company limited by shares incorporated under the laws of the Cayman Island. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13D | Page __ of __ |
| CUSIP No. G72245106 |
| (1) |
Names of reporting persons
Da Yeung Limited | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
British Virgin Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
9,713,864(1) | ||||
| (8) | Shared voting power
| |||||
| (9) | Sole dispositive power
9,713,864(1) | |||||
| (10) | Shared dispositive power
| |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
9,713,864(1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
6.12%(2) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
| (1) | Represents 9,713,864 Class B Ordinary Shares directly held by Da Yeung Limited, a British Virgin Islands company wholly owned by Yeung Danny Sheng Wu. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to twenty (20) votes, whereas each Class A Ordinary Share is entitled to one vote. |
| (2) | Calculated based on 158,820,280 Ordinary Shares as a single class (being the sum of 136,775,834 Class A Ordinary Shares and 22,044,446 Class B Ordinary Shares) to which this report is related, issued and outstanding as of January 12, 2023. The Class B Ordinary Shares are treated as converted into Class A Ordinary Shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
| CUSIP No. G72245106 |
| (1) |
Names of reporting persons
Yeung Danny Sheng Wu | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Hong Kong SAR | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
22,044,446(1) | ||||
| (8) | Shared voting power
| |||||
| (9) | Sole dispositive power
22,044,446(1) | |||||
| (10) | Shared dispositive power
| |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
22,044,446(1) | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
13.88%(2) | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
| (1) | Represents (i) 12,330,582 Class B Ordinary Shares directly held by Yeung Danny Sheng Wu, and (ii) 9,713,864 Class B Ordinary Shares held by Da Yeung Limited, a British Virgin Islands company wholly owned by Yeung Danny Sheng Wu. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to twenty (20) votes, whereas each Class A Ordinary Share is entitled to one vote. |
| (2) | Calculated based on 158,820,280 Ordinary Shares as a single class (being the sum of 136,775,834 Class A Ordinary Shares and 22,044,446 Class B Ordinary Shares) to which this report is related, issued and outstanding as of January 12, 2023, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. The Class B Ordinary Shares are treated as converted into Class A Ordinary Shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
| SCHEDULE 13D | Page ___ of ___ |
Pursuant to Rule 13d-2 promulgated under the Act, This Amendment No. 1 (this “Amendment No. 1”), amends and supplements the Original Schedule 13D. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding the following at the end thereof:
On December 31, 2022, Danny exercised 6,064,923 restricted share units in exchange for 12,330,582 Class B Ordinary Shares pursuant to the Issuer’s 2022 Share Incentive Plan.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by (i) adding the following after the section under the heading “Lock-Up Provision”, and (ii) amending and restating the first paragraph of the section under the heading “General”.
Share Incentive Plan
Danny exercised 6,064,923 restricted share units in exchange for 12,330,582 Class B Ordinary Shares pursuant to the Issuer’s 2022 Share Incentive Plan.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b):The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is based on a total of 158,820,280 issued and outstanding Ordinary Shares (consisting of 136,775,834 Class A Ordinary Shares and 22,044,446 Class B Ordinary Shares) of the Issuer as of January 12, 2023. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to twenty (20) votes, whereas each Class A Ordinary Share is entitled to one vote.
The shares beneficially owned by Da Yeung Limited represent approximately 6.12% of the total issued and outstanding ordinary shares of the Issuer and represent approximately 33.63% of the aggregate voting power of the Issuer’s total issued and outstanding ordinary shares.
The shares beneficially owned by Danny represent approximately 13.88% of the total issued and outstanding ordinary shares of the Issuer and represent approximately 76.32% of the aggregate voting power of the Issuer’s total issued and outstanding ordinary shares.
(c): Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.
(d): None.
(e): Not applicable.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and restated as follows:
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Yeung Danny Sheng Wu | ||||||
| Date: March 27, 2023 | Signature: | /s/ Yeung Danny Sheng Wu | ||||
| Name: | Yeung Danny Sheng Wu | |||||
| Da Yeung Limited | ||||||
| Date: March 27, 2023 | Signature: | /s/ Yeung Danny Sheng Wu | ||||
| Name: | Yeung Danny Sheng Wu | |||||
| Title: | Director | |||||