Item 1.01 |
Entry Into A Material Definitive Agreement. |
Amendment to Business Combination Agreement
On
March 30, 2022, (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 (v) Prenetics
Group Limited, a Cayman Islands exempted company (“Prenetics”) entered into the Amendment to Business Combination
Agreement (the “BCA Amendment”) to the previously announced Business Combination Agreement by and among Artisan,
PubCo, Merger Sub 1, Merger Sub 2 and Prenetics (the “Original BCA”).
The BCA Amendment provides, among other things, that (i) the exchange
ratio at which each Class A ordinary share, par value $0.0001 per share, of Artisan (each an “Artisan Share”)
issued and outstanding immediately prior to the effective time of the Initial Merger (excluding Artisan Shares that are held by Artisan
shareholders that validly exercise their redemption rights, Artisan Shares that are held by Artisan shareholders that exercise and perfect
their relevant dissenters’ rights and Artisan treasury shares) shall be cancelled in exchange for the right to receive the number
of newly issued PubCo Class A Ordinary Shares equal to the Class A Exchange Ratio (as defined below); (ii) the number of
PubCo Class A Ordinary Shares issuable upon exercise of each PubCo warrant converted from each whole Artisan public warrant is amended
from one to the Class A Exchange Ratio; (iii) the “Price per Share” for the purpose of calculating the exchange
ratio at which Prenetics shares exchange into PubCo Class A Ordinary Shares in the Acquisition Merger is reduced to an amount equal
to (a) (x) $1,150,000,000 minus (y) $20,520,000, divided by (b) the Fully-Diluted Company Shares (as defined
below); and (iv) the size of the board of directors of PubCo immediately following the closing of Acquisition Merger will be reduced
from six members to five members.
“Class A
Exchange Ratio” is defined in the BCA Amendment as the lower of: (A) 1.29; and (B) (1) (x) the Post-Redemption
SPAC Share Number (as defined below), plus (y) 3,000,000, divided by (2) the Post-Redemption SPAC Share Number.
“Fully-Diluted Company Shares” is defined in the Original BCA to mean, without duplication, (a) the
aggregate number of Prenetics shares (i) that are issued and outstanding immediately prior to the effective time of the 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 the Acquisition Merger,
including an aggregate of 776,432 shares to be issued by Prenetics as deferred consideration of Prenetics Limited’s acquisition
of Oxsed Limited, minus (b) Prenetics’ treasury shares. “Post-Redemption SPAC Share Number” is defined
in the BCA Amendment as (a) the aggregate number of Artisan Shares outstanding as of immediately prior to the Class B Recapitalization
(as defined below), minus (b) the treasury shares held by Artisan and outstanding immediately prior to the Class B Recapitalization,
minus (c) the Artisan Shares subject to the redemptions outstanding immediately prior to the Class B Recapitalization.
The
foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of the BCA Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Other Agreements
In connection with and concurrently with the entry into the BCA Amendment,
the following agreements were also entered into by the relevant parties:
Sponsor Agreement
Concurrently with the entry into the BCA Amendment, PubCo, Prenetics,
Artisan, Artisan LLC, a Cayman Islands limited liability company (the “Sponsor”)
and the Artisan independent directors entered into a Sponsor Forfeiture and Conversion Agreement (the “Sponsor Agreement”),
pursuant to and subject to the terms of which, among other things, immediately prior to the consummation of the Initial Merger, (i) all
9,133,558 outstanding Class B ordinary shares, par value of $0.0001 per share, of Artisan (each a “Founder Share”)
held by Sponsor shall be exchanged and converted into the number of Artisan Shares equal to (x) 6,933,558, divided by (y) the
Class A Exchange Ratio; (ii) the aggregate of 100,000 outstanding Founder Shares held by the Artisan independent directors shall
be exchanged and converted into the number of Artisan Shares equal to (x) 100,000, divided by (y) the Class A Exchange
Ratio; and (iii) the Sponsor shall automatically irrevocably surrender and forfeit to Artisan for no consideration, as a contribution
to capital, the number of Artisan private placement warrants equal to (x) 5,857,898, minus (y) the quotient obtained
by dividing 5,857,898 by the Class A Exchange Ratio (the foregoing transactions described in (i) through (iii),
together with the FPA Share Conversion (as defined below), collectively, the “Class B Recapitalization”).
The
foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Sponsor Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Amendment to PIPE Subscription Agreements
Concurrently with the execution of the Original BCA on September 15,
2021, certain investors (each a “PIPE Investor”) entered into share subscription agreements (each, a “PIPE
Subscription Agreement”), pursuant to which the PIPE Investors agreed to subscribe for and purchase a total of 6,000,000
PubCo Class A Ordinary Shares at $10.00 per share for an aggregate purchase price of $60,000,000 immediately prior to closing of
the Acquisition Merger.
Concurrently with the execution of the BCA Amendment, each PIPE Subscription
Agreement was amended pursuant to an amendment agreement (each a “PIPE Amendment Agreement”) such that the
PIPE Investors agreed to subscribe for and purchase a total of PubCo Class A Ordinary Shares in such number equal to the product
of (i) 6,000,000 multiplied by (ii) the Class A Exchange Ratio, for an aggregate purchase price of $60,000,000.
The
foregoing description of the PIPE Amendment Agreements does not purport to be complete and
is qualified in its entirety by the terms and conditions of the PIPE Amendment Agreements,
the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
Amendment to Deeds of Novation and Amendment to Forward Purchase
Agreement
Concurrently with the execution of the Original BCA on September 15,
2021, certain anchor investors (each an “Anchor Investor”) entered
into deeds of novation and amendment (each a “Deed of Novation and Amendment”) to amend that certain forward
purchase agreements by and among Artisan, the respective Anchor Investor and other parties thereto, such that the Anchor Investors agreed
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.
Concurrently with the execution of the BCA Amendment, the Deeds of
Novation and Amendment were amended pursuant to deeds of amendment (each a “FPA Amendment Deed”), which provide,
among other things, that (i) immediately prior to the consummation of the Initial Merger, the aggregate of 750,000 outstanding Founder
Shares held by the Anchor Investors shall be exchanged and converted into 750,000 Artisan Shares on an one-for-one basis (the “FPA
Share Conversion”); (ii) the Anchor Investors agreed to purchase an aggregate
of (a) PubCo Class A Ordinary Shares in such number equal to the product of (x) 6,000,000 multiplied by (y) the
Class A Exchange Ratio and (b) 1,500,000 redeemable PubCo warrants, for an aggregate purchase
price of $60,000,000; and (iii) the period during which the Anchor Investors are contractually restricted from transferring or otherwise
disposing of any PubCo Class A Ordinary Shares acquired by the Anchor Investors in the Initial Merger by virtue of holding Artisan
Shares is reduced from one year after the closing of Acquisition Merger to six months after the closing of Acquisition Merger, subject
to earlier release if certain criteria are met.
The
foregoing description of the FPA Amendment Deeds does not purport to be complete and is qualified
in its entirety by the terms and conditions of the FPA Amendment Deeds, the form of which
is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Amendment to Sponsor Support Agreement
Concurrently with the execution of the Original BCA on September 15,
2021, the Sponsor, Artisan, PubCo, Prenetics 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 agreed to, among other things, give certain voting and lock-up covenants in favor of Artisan, PubCo and/or
Prenetics, as applicable.
Concurrently with the execution of the BCA Amendment, parties to the
Sponsor Support Agreement entered into a deed of amendment to the Sponsor Support Agreement (the “Amendment to Sponsor Support
Agreement”), which provides, among other things, that (i) the period during which
the Sponsor is contractually restricted from transferring or otherwise disposing of 50% of the PubCo Class A Ordinary Shares acquired
by it in the Initial Merger by virtue of holding Artisan Shares is reduced from one year after the closing of Acquisition Merger
to 6 months after the closing of Acquisition Merger; and (ii) the period during which the Sponsor
is contractually restricted from transferring or otherwise disposing of the remaining 50% of the PubCo Class A Ordinary Shares acquired
by it in the Initial Merger by virtue of holding Artisan Shares is reduced from 18 months after the closing of Acquisition Merger
to 12 months after the closing of Acquisition Merger, in each case subject to earlier release if certain criteria are met.
The
foregoing description of the Amendment to Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Amendment to Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.4
and is incorporated herein by reference.
Amendment to Shareholder Support Agreement
Concurrently with the execution of the Original BCA on September 15,
2021, Artisan, PubCo, Prenetics, Mr. Danny Yeung, the Chief Executive Officer and a director
and shareholder of Prenetics (“Mr. Yeung”) and Mr. Lawrence Tzang, the Chief Scientific Officer and
a shareholder of Prenetics, entered into a shareholder support agreement and deed (the “Shareholder Support Agreement”),
pursuant to which Mr. Yeung agreed to, among other things, give certain voting and lock-up covenants in favor of Artisan, PubCo and/or
Prenetics, as applicable.
Concurrently with the execution of the BCA Amendment, parties to the
Shareholder Support Agreement entered into a deed of amendment to the Shareholder Support Agreement (the “Amendment to Shareholder
Support Agreement”), which provides, among other things, that (i) the period
during which Mr. Yueng is contractually restricted from transferring or otherwise disposing of 50% of the equity securities of PubCo
acquired by him in the Acquisition Merger by virtue of holding equity securities of Prenetics is reduced from one year after the
closing of Acquisition Merger to 6 months after the closing of Acquisition Merger; and (ii) the
period during which Mr. Yeung is contractually restricted from transferring or otherwise disposing of the remaining 50% of the equity
securities of PubCo acquired by him in the Acquisition Merger by virtue of holding equity securities of Prenetics is reduced from
18 months after the closing of Acquisition Merger to 12 months after the closing of Acquisition Merger, in each case subject to earlier
release if certain criteria are met.
The
foregoing description of the Amendment to Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Amendment to Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.5
and is incorporated herein by reference.