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Item 1.01
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Entry Into A Material Definitive Agreement.
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Business Combination Agreement
On September 15, 2021, (i) Artisan Acquisition
Corp., a Cayman Islands exempted company (“Artisan”), (ii) Prenetics Global Limited, a Cayman Islands exempted
company (“PubCo”), (iii) AAC Merger Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary
of PubCo (“Merger Sub 1”), (iv) PGL Merger Limited, a Cayman Islands exempted company and a direct wholly owned
subsidiary of PubCo (“Merger Sub 2,” and together with Merger Sub 1 the “Merger Subs”)
and (v) Prenetics Group Limited, a Cayman Islands exempted company (“Prenetics”) entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”).
The BCA and
the transaction contemplated thereby were unanimously approved by the board of directors of each of Artisan and Prenetics.
Business
Combination Agreement
The BCA provides
for, among other things, the following transactions: (i) Artisan will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving
entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Initial
Merger”), and (ii) following the Initial Merger, Merger Sub 2 will merge with and into Prenetics, with Prenetics being
the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Acquisition
Merger”). The Initial Merger, the Acquisition Merger and the other transactions contemplated by the BCA are hereinafter
referred to as the “Business Combination.”
The Business Combination
Subject to,
and in accordance with, the terms and conditions of the BCA, in connection with the Initial Merger, (i) every issued and outstanding
Class A and Class B ordinary share of Artisan will automatically be cancelled in exchange for one PubCo Class A ordinary
share and (ii) each issued and outstanding warrant of Artisan will cease to exist and be assumed by PubCo and converted automatically
into a warrant to purchase one PubCo Class A ordinary share on substantially the same terms (the “Warrants”).
Subject to,
and in accordance with, the terms and conditions of the BCA, in connection with the Acquisition Merger, (i) (a) each issued and
outstanding ordinary share and preferred share in Prenetics (other than any shares of Prenetics held by Mr. Danny Yeung) immediately
prior to the effective time of the Acquisition Merger will automatically be cancelled in exchange for such number of PubCo Class A
ordinary shares that is equal to the Exchange Ratio (as described below and more fully defined in the BCA) and (b) each issued and outstanding
ordinary share and preferred share in Prenetics held by Mr. Danny Yeung immediately prior to the effective time of the Acquisition Merger
will automatically be cancelled in exchange for such number of PubCo Class B ordinary shares that is equal to the Exchange Ratio;
and (ii) (a) each Prenetics restricted share unit (other than any Prenetics restricted share unit held by Mr. Danny Yeung) outstanding
immediately prior to the effective time of the Acquisition Merger will automatically be assumed by PubCo and converted into an award
of PubCo restricted share units representing the right to receive PubCo Class A Ordinary Shares under the Incentive Equity Plan (as defined
below) equal to the product of (x) the number of Prenetics ordinary shares subject to such Prenetics restricted share unit and (y) the
Exchange Ratio and (b) each Prenetics restricted share unit held by Mr. Danny Yeung outstanding immediately prior to the effective time
of the Acquisition Merger will automatically be assumed by PubCo and converted into an award of PubCo restricted share units representing
the right to receive PubCo Class B Ordinary Shares under the Incentive Equity Plan equal to the product of (x) the number
of Prenetics ordinary shares subject to such Prenetics restricted share unit and (y) the Exchange Ratio.
The “Exchange
Ratio” is a number determined by dividing the Price per Share (as described below and more fully defined in the BCA) by
$10. “Price per Share” is defined in the BCA as the amount equal to $1,150,000,000 divided by such amount equal
to (a) the aggregate number of Prenetics shares (i) that are issued and outstanding immediately prior to the effective time of Acquisition
Merger and (ii) that are issuable upon the exercise of all Prenetics restricted share units, options, warrants, convertible notes and
other equity securities of Prenetics that are issued and outstanding immediately prior to the effective
time of Acquisition Merger minus (b) the Prenetics shares held by Prenetics or any of its subsidiaries (if applicable) as treasury shares.
Holders of
PubCo Class A ordinary shares will be entitled to one vote per share and holders of the PubCo Class B ordinary shares will
be entitled to 20 votes per share. Each PubCo Class B ordinary share (x) is convertible into one PubCo Class A ordinary share at any
time by the holder thereof, and (y) will automatically convert into one PubCo Class A ordinary share upon, among others and subject to
certain limitations, the sale, transfer or other disposal by the holder thereof to any third party that is not a permitted transferee
of such holder, in each case of the foregoing (x) and (y), subject to the terms and conditions of the amended and restated memorandum
and articles of association of PubCo to be adopted and become effective immediately prior to the effective time of the Initial Merger
(a form of which is attached to the BCA as an exhibit).
Representations and Warranties
The BCA contains
representations and warranties of the parties thereto that are customary for transactions of this nature, including with respect to,
among other things: (i) organization, good standing and qualification; (ii) authorization; (iii) capitalization; (iv) consents;
no conflicts; (v) financial statements; (vi) absence of certain changes; (vii) litigation; (viii) taxes; (ix) data protection;
(x) compliance with laws (including with respect to permits and filings); (xi) material contracts; (xii) intellectual property;
(xiii) labor and employee matters and (xiv) proxy/registration statement. The representations and warranties of the respective parties
to the BCA will not survive the closing of the transaction.
Covenants
The BCA includes
customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination
and efforts to satisfy conditions to consummation of the Business Combination. The BCA contains additional covenants of the parties,
including, among others: (i) covenants providing that the parties cooperate with respect to the proxy statement to be filed in connection
with the Business Combination, (ii) covenants providing that the parties shall take further actions as may be necessary, proper
or advisable to consummate and make effective the Business Combination, (iii) a covenant of Artisan to convene a meeting of Artisan’s
shareholders and to solicit proxies from its shareholders in favor of the approval of the Business Combination and other related shareholder
proposals, (iv) a covenant of Prenetics to convene a meeting of Prenetics’ shareholders and to seek approval from its shareholders
to approve the Acquisition Merger, (v) the composition of PubCo’s board of directors following the effective time of the Acquisition
Merger, and (vi) covenants providing that the parties will not solicit, initiate, encourage or continue discussions with any third
party with respect to any transaction other than the Business Combination.
Conditions to the Consummation of
the Transaction
Consummation
of the transactions contemplated by the BCA is subject to customary closing conditions, including approval by the shareholders of Artisan
and Prenetics. The BCA also contains other conditions, including, among others: (i) the accuracy of representations and warranties to
various standards, from no materiality qualifier to a material adverse effect qualifier, (ii) the bringdown to closing of a representation
that no material adverse effect has occurred (both for Artisan and Prenetics); (iii) material compliance with pre-closing covenants,
(iv) the delivery of customary closing certificates, (v) the absence of a legal prohibition on consummating the transactions, (vi) PubCo’s
listing application with Nasdaq being approved, (vii) Artisan having at least US$5,000,001 of net
tangible assets remaining after redemption; and (viii) the cash proceeds from the trust account established for the purpose of
holding the net proceeds of Artisan’s initial public offering, plus cash proceeds
from the PIPE Investments (as defined below), plus cash proceeds under the Forward Purchase Agreements (as amended by the Deeds
of Novation and Amendment), plus any amount raised pursuant to permitted equity financings prior to closing of the
Acquisition Merger, minus the aggregate amount payable to SPAC shareholders exercising their
redemption rights, in the aggregate equaling no less than $200,000,000.
Incentive Equity Plan and Employee
Share Purchase Program
The BCA provides that, prior to the
closing of the Acquisition Merger, PubCo shall approve and adopt an incentive equity plan
(the "Incentive Equity Plan"), pursuant to which PubCo may grant share options, restricted shares, restricted share units,
share appreciation rights, or other types of awards to employees, consultants and directors of PubCo or its subsidiaries. The Incentive
Equity Plan will provide for (i) an initial number of PubCo’s ordinary shares reserved for issuance thereunder equal to 10% of
PubCo’s fully-diluted outstanding share capital immediately after the closing of the Acquisition
Merger (inclusive of the award pool under Prenetics’ prior incentive plan that remains authorized but unissued immediately
prior to the closing of the Acquisition Merger) and (ii) an automatic annual increase to
such share reserve beginning on the first day of each calendar year beginning in the year immediately following the closing of the transactions
contemplated under the BCA and during the term of such Incentive Equity Plan, equal to the lesser of (A) 3% of the total number of PubCo
ordinary shares issued and outstanding on an as-converted fully-diluted basis on the last day of the immediately preceding fiscal year
and (B) such number of ordinary shares determined by the board.
Pursuant to the BCA, PubCo shall also
approve and adopt an employee share purchase program (the "Employee Share Purchase Program") prior to the closing
of the Acquisition Merger which will provide for (i) an initial number of PubCo’s ordinary shares reserved for issuance
thereunder equal to 2% of PubCo’s fully-diluted outstanding share capital immediately after the closing
of the Acquisition Merger and (ii) an automatic annual increase to such share reserve beginning on the first day of each calendar
year during the term of such Employee Share Purchase Program equal to the lesser of (A) 1% of the total number of PubCo ordinary shares
issued and outstanding on an as-converted fully-diluted basis on the last day of the immediately preceding fiscal year and (B) such number
of ordinary shares determined by the board.
Termination
The BCA may
be terminated under customary and limited circumstances prior to the closing of the Business Combination,
including, but not limited to: (i) by mutual written consent of Artisan and Prenetics, (ii) by
either Artisan or Prenetics if the Business Combination is not consummated by the 270th day after
the date of the BCA and the delay in closing beyond such date is not due to the breach of the BCA by the party seeking to terminate,
(iii) by either Artisan or Prenetics if there is a final and nonappealable order prohibiting the Business Combination,
(iv) by Artisan if the representations and warranties of Prenetics are not true and correct at the standards specified in the
BCA or if Prenetics fails to perform any covenant or agreement set forth in the BCA such that certain conditions to closing cannot be
satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable,
are not cured or cannot be cured within certain specified time periods, (v) by Prenetics if the representations and warranties of Artisan
are not true and correct at the standards specified in the BCA or if Artisan fails to perform any covenant or agreement set forth in
the BCA such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties
or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods,
(vi) by Artisan if the Business Combination and other related proposals are not approved by Prenetics’
shareholders at the duly convened meeting of Prenetics’ shareholders, and (vii) by Prenetics if the
Business Combination and other related proposals are not approved by Artisan’s shareholders at the duly convened meeting of Artisan’s
shareholders.
The foregoing description of the BCA
and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA,
a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The BCA contains representations, warranties
and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by the parties in connection with negotiating the BCA. The BCA has been
included to provide investors with information regarding its terms. It is not intended to provide any other factual information about
the parties to the BCA. In particular, the representations, warranties, covenants and agreements contained in the BCA, which were made
only for purposes of the BCA and as of specific dates, were solely for the benefit of the parties to the BCA, may be subject to limitations
agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the BCA instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and
Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and
agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the BCA. In addition,
the representations, warranties, covenants and agreements and other terms of the BCA may be subject to subsequent waiver or modification.
Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of
the BCA, which subsequent information may or may not be fully reflected in Artisan’s public disclosures.
Other
Agreements
The Business
Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including,
among others, the following:
PIPE Subscription
Agreements
Concurrently
with the execution of the BCA, certain investors (the “PIPE Investors”) entered into share subscription agreements
(each, a “PIPE Subscription Agreement”), pursuant to which the PIPE Investors agreed to subscribe for and purchase
PubCo Class A ordinary shares at $10.00 per share for an aggregate purchase price of $60,000,000 (the “PIPE Investment”).
Pursuant the PIPE Subscription Agreements, the obligations of the parties to consummate the PIPE Investment are subject to the satisfaction
or waiver of certain customary closing conditions of the respective parties, including, among others, (i) all conditions precedent under
the BCA having been satisfied or waived (other than those to be satisfied at the closing of the Business Combination), (ii) the accuracy
of representations and warranties in all material respects and (iii) material compliance with covenants.
The form of
PIPE Subscription Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the
form of PIPE Subscription Agreements is qualified in its entirety by reference thereto.
Deeds of
Novation and Amendment to Forward Purchase Agreement
Prior to the
initial public offering of Artisan, Artisan entered into forward purchase agreements (each
a “Forward Purchase Agreement”), pursuant to which the anchor investors
(each an “Anchor Investor”) agreed to purchase an aggregate of 6,000,000 Class A ordinary shares of Artisan
plus 1,500,000 redeemable warrants of Artisan, for a purchase price of $10.00 per Class A ordinary share of Artisan, as applicable, or
$60,000,000 in the aggregate, in a private placement to close immediately prior to the closing of the initial business combination of
Artisan. Concurrently with the execution of the BCA, the Anchor Investors entered into deeds of novation and amendment (each a
“Deed of Novation and Amendment”), pursuant to which the Anchor Investors have agreed to replace their Copies
commitments to purchase the Class A ordinary shares and warrants of Artisan under the Forward Purchase
Agreements with the commitment to purchase an aggregate of 6,000,000 PubCo Class A ordinary shares plus 1,500,000 redeemable PubCo warrants,
for a purchase price of $10.00 per PubCo Class A ordinary share, as applicable, or $60,000,000 in the aggregate, in a private placement
to close immediately prior to the closing of the Acquisition Merger.
Copies
of the Deeds of Novation and Amendment are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and the
foregoing description of the form of Deeds of Novation and Amendment is qualified in its entirety by reference thereto.
Sponsor Support Agreement
Concurrently with the execution of the
BCA, Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”),
Artisan, PubCo and certain directors and officers of Artisan listed thereto entered into a Sponsor support agreement and deed (the “Sponsor
Support Agreement”), pursuant to which the Sponsor has agreed to, among other things,
(i) vote all Artisan shares held by Sponsor in favor of the transactions contemplated by the BCA and the other transaction documents
and the related transaction proposals, (ii) vote against any proposals that would or would be reasonably likely to in any material respect
impede the transactions contemplated by the BCA or any related transaction proposal, (iii) not transfer any share of Artisan
until termination of the Sponsor Support Agreement, (iv) waive or not otherwise perfect any anti-dilution or similar protection
with respect to any Class B ordinary shares of Artisan, (v) not elect to have any share of Artisan
redeemed in connection with the Business Combination, and (vi) release Artisan, PubCo, Prenetics, and their respective subsidiaries from
and against any and all actions, obligations, agreements, debts and liabilities whatsoever, whether known or unknown, both at law and
in equity, which Artisan or any of its affiliates now has, has ever had or may hereafter have against Artisan, PubCo, Prenetics,
and their respective subsidiaries arising on or prior to the closing or on account of or arising out of any matter occurring on or prior
to the closing, except for claims with respect to the BCA, the ancillary documents to the BCA, and certain rights to indemnification
or fee reimbursement. Each of the Sponsor and the independent directors of Artisan has also agreed, within certain periods of time from
the closing of the Business Combination and subject to certain exceptions, not to sell, transfer, tender, grant, pledge, assign or otherwise
dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer
the economic interest in any of the PubCo Class A ordinary shares and PubCo Warrants (as applicable) acquired in connection with the
Initial Merger and PubCo Class A ordinary shares received upon the exercise of any PubCo warrants (as applicable).
The
foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Registration Rights Agreement
Concurrently with the execution of the
BCA, Artisan, PubCo, the Sponsor and certain securityholders of Prenetics
(the “Prenetics Holders”) entered
into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among
other things, PubCo agreed to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933,
as amended (the “Securities Act”) and the Sponsor and the Prenetics Holders have been granted customary demand
and piggyback registration rights.
The foregoing
description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.
Shareholder Support Agreements
Concurrently with the execution of the
BCA, Artisan, PubCo, Prenetics and certain shareholders of Prenetics entered into shareholder support
agreements and deeds (the “Shareholder Support Agreements”), pursuant
to which each such shareholder of Prenetics has agreed to, among other things, (i) vote all Prenetics shares held by such shareholder
in favor of the transactions contemplated by the BCA and the other transaction documents, (ii) vote against any proposals that would
or would be reasonably likely to in any material respect impede the transactions contemplated by the BCA, (iii) not transfer any share
of Prenetics until termination of the Shareholder Support Agreement, and (iv) within certain
periods of time from the closing of the Business Combination and subject to certain exceptions, not sell, transfer, tender, grant, pledge,
assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize
a derivative to transfer the economic interest in any of the shares of PubCo issued in connection with the Acquisition Merger or upon
settlement of the restricted share units of PubCo.
The foregoing
description of the Shareholder Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Shareholder Support Agreements, the form of which is attached hereto as Exhibit 10.6 and
is incorporated herein by reference.
Assignment, Assumption and Amendment
Agreement
Concurrently
with the execution of the BCA, Artisan, PubCo and Continental Stock Transfer & Trust Company (“Continental”)
entered into an amendment (the “Assignment, Assumption and Amendment Agreement”) to that certain warrant agreement,
dated May 13, 2021, by and between Artisan and Continental (the “Existing Warrant Agreement”), to be effective
upon closing pursuant to which, among other things, Artisan will agree to assign all of its right, title and interest in the Existing
Warrant Agreement to PubCo.
The foregoing
description of the Assignment, Assumption and Amendment Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Assignment, Assumption and Amendment Agreement, a copy of which is attached hereto as Exhibit 10.7 and
is incorporated herein by reference.