SEC Form SC 13G/A filed by Prenetics Global Limited (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

(1) This CUSIP International Numbering System (CINS) number applies to the Issuer’s Class A ordinary shares.

(2) This CINS number applies to the Issuer’s warrants.

SCHEDULE 13G

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G originally jointly filed by PAG, Pacific Alliance Group Limited, Pacific Alliance Investment Management Limited, Pacific Alliance Group Asset Management Limited, and Pacific Alliance Asia Opportunity Fund L.P. on May 31, 2022 (the “Original Schedule 13G”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Schedule 13G. Although the actual numbers of Class A Ordinary Shares and warrants of the Issuer beneficially owned by PAG, Pacific Alliance Group Limited, Pacific Alliance Investment Management Limited, Pacific Alliance Group Asset Management Limited, and Pacific Alliance Asia Opportunity Fund L.P. have not changed since the filing of the Original Schedule 13G, this Amendment is being filed to report that beneficial ownership has fallen below 5% of the outstanding Class A Ordinary Shares and warrants of the Issuer as a result of the change in the outstanding number of Class A Ordinary Shares of the Issuer since the filing of the Original Schedule 13G. As a result, as of the date hereof, PAG, Pacific Alliance Group Limited, Pacific Alliance Investment Management Limited, Pacific Alliance Group Asset Management Limited, and Pacific Alliance Asia Opportunity Fund L.P. are no longer required to report their beneficial ownership of Class A Ordinary Shares and warrants of the Issuer on Schedule 13G.

Item 1.

Unit 701-706, K11 Atelier King’s Road 

728 King’s Road, Quarry Bay 

Hong Kong

Item 2.

The address of the principal business office of PAG is located at:

PO Box 472, 2^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

The address of the principal business office of PAG Limited is located at:

PO Box 472, 2^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands, c/o 15/F., AIA Central, 1 Connaught Road Central, Hong Kong

The address of the principal business office of Pacific Alliance Investment Management is located at:

PO Box 472, 2^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

The address of the principal business office of PAG Asset Management is located at:

PO Box 472, 2^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

The address of the principal business office of Pacific Alliance Asia Opportunity is located at:

PO Box 472, 2^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

The address of the principal business office of PAG Quantitative is located at:

PO Box 472, 2^nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(3) This CINS number applies to the Issuer’s Class A Ordinary Shares.

(4) This CINS number applies to the Issuer’s warrants.

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Four entities, namely, (i) PAG Quantitative, (ii) PAG S Class Public Pooled L.P., (iii) PAG Asia Opportunity B Public Pooled LP, and (iv) PAG Capital Structure Opportunity Fund LP (the “holders”) hold an aggregate of 290,250 Class A Ordinary Shares and 64,473 warrants issued by Prenetics Global Limited (the “Issuer”). Each warrant entitles the holder thereof to purchase 1.29 Class A Ordinary Shares subject to certain limitations.

PAG Asia Opportunity B Public Pooled LP; PAG Capital Structure Opportunity Fund LP

PAG Asia Opportunity B Public Pooled LP holds nil Class A Ordinary Shares and 1,606 warrants, and therefore may be deemed to beneficially own 2,072, or 0.0%, of the Issuer’s Class A Ordinary Shares.

PAG Asia Opportunity B Public Pooled LP is a Cayman Islands limited partnership of which PAG Asia Opportunity B Public Pooled GP Limited is the general partner. As such, PAG Asia Opportunity B Public Pooled GP Limited has the power to make all decisions with respect to PAG Asia Opportunity B Public Pooled LP . PAG Asia Opportunity B Public Pooled GP Limited is beneficially owned as to 100.0% by PAG Asia Alpha LLC, which is beneficially owned as to 100.0% by PAG Limited.

PAG Capital Structure Opportunity Fund LP holds nil Class A Ordinary Shares and 2,127 warrants, and therefore may be deemed to beneficially own 2,744, or 0.0%, of the Issuer’s Class A Ordinary Shares.

PAG Capital Structure Opportunity Fund LP is a Cayman Islands limited partnership of which PAG Capital Structure Opportunity GP Limited is the general partner. As such, PAG Capital Structure Opportunity GP Limited has the power to make all decisions with respect to PAG Capital Structure Opportunity Fund LP. PAG Capital Structure Opportunity GP Limited is beneficially owned as to 100.0% by PAG AR Opportunistic Strategies Limited, which is beneficially owned as to 100.0% by PAG Limited.

PAG S Class Public Pooled L.P.; PAG Quantitative; Pacific Alliance Asia Opportunity; PAG Asset Management

PAG S Class Public Pooled L.P. holds nil Class A Ordinary Shares and 666 warrants, and therefore may be deemed to beneficially own 858, or 0.0%, of the Issuer’s Class A Ordinary Shares.

PAG S Class Public Pooled L.P. is a Cayman Islands limited partnership of which PAG S Class Public Pooled GP Limited is the general partner. As such, PAG S Class Public Pooled GP Limited has the power to make all decisions with respect to PAG S Class Public Pooled L.P. PAG S Class Public Pooled GP Limited is beneficially owned as to 100.0% by Pacific Alliance Investment Management.

PAG Quantitative holds 290,250 Class A Ordinary Shares and 60,073 warrants, and therefore may be deemed to beneficially own 367,744, or 3.5%, of the Issuer’s Class A Ordinary Shares.

PAG Quantitative is a Cayman Islands company which is beneficially owned as to 100.0% by Pacific Alliance Asia Opportunity. Pacific Alliance Asia Opportunity is a Cayman Islands limited partnership of which PAG Asset Management is the general partner. As such, PAG Asset Management has the power to make all decisions with respect to Pacific Alliance Asia Opportunity. PAG Asset Management is beneficially owned as to 100.0% by Pacific Alliance Investment Management.

Each of Pacific Alliance Asia Opportunity and PAG Asset Management may thereby be deemed to beneficially own 367,744, or 3.5%, of the Issuer’s Class A Ordinary Shares.

Pacific Alliance Investment Management

Each of PAG S Class Public Pooled GP Limited and PAG Asset Management is beneficially owned as to 100.0% by Pacific Alliance Investment Management.

Pacific Alliance Investment Management may thereby be deemed to beneficially own in aggregate 368,602, or 3.5%, of the Issuer’s Class A Ordinary Shares.

PAG Limited; PAG

PAG Limited beneficially owns 100.0% of each of PAG AR Opportunistic Strategies Limited and PAG Asia Alpha LLC, and 90.0% of Pacific Alliance Investment Management. PAG Limited is beneficially owned as to 99.2% by PAG.

Each of PAG Limited and PAG may thereby be deemed to beneficially own in aggregate 373,419, or 3.5%, of the Issuer’s Class A Ordinary Shares.

Voting and Dispositive Power

Each of PAG Quantitative, Pacific Alliance Asia Opportunity, PAG Asset Management, Pacific Alliance Investment Management, PAG Limited and PAG may thereby be deemed to have sole voting and dispositive power over more than five percent of the Issuer’s Class A Ordinary Shares.

Calculations

The percentages used in this Schedule 13G are calculated based on a total of 10,511,646 Class A ordinary shares of the Issuer issued and outstanding as of September 25, 2023, reported as 157,674,687 Class A ordinary shares in the Issuer’s prospectus dated November 2, 2023, filed pursuant to Rule 424(b)(3), and included in the registration statement on Form F-1 (No. 333-265284) before giving effect to the Issuer’s 15-for-1 reverse stock split effective on November 14, 2023, as reported in the Issuer’s Current Report on Form 6-K furnished on November 13, 2023. Beneficial ownership information is presented as of November 27, 2023.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Not applicable.

See Exhibit 99.2 filed together with this Schedule 13G.

Not applicable.

Not applicable.

Each of the Reporting Persons hereby make the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2023

EXHIBIT INDEX