United States securities and exchange commission logo





                                June 7, 2022

       Danny Yeung
       Chief Executive Officer
       Prenetics Global Limited
       Unit 701-706, K11 Atelier King   s Road 728 King   s Road, Quarry Bay
       Hong Kong

                                                        Re: Prenetics Global
Limited
                                                            Registration
Statement on Form F-1
                                                            Filed May 27, 2022
                                                            File No. 333-265284

       Dear Mr. Yeung:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   2.                                                   Disclose the exercise
prices of the warrants compared to the market price of the
                                                        underlying securities.
If the warrants are out the money, please disclose the likelihood that
                                                        warrant holders will
not exercise their warrants. Provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Danny Yeung
FirstName  LastNameDanny
Prenetics Global Limited Yeung
Comapany
June 7, 2022NamePrenetics Global Limited
June 7,
Page 2 2022 Page 2
FirstName LastName
3.       Please revise your cover page to disclose the number of redemptions of
your Class A
         ordinary shares that occurred in connection with your business
combination. To the extent
         that the redemptions constituted a significant number of your
previously outstanding Class
         A ordinary shares, please revise to disclose that the shares being
registered for resale will
         constitute a considerable percentage of your public float. To the
extent that all or most of
         the shares being registered for resale were purchased by the selling
securityholders for
         prices considerably below the current market price of your Class A
ordinary shares, please
         also highlight the significant negative impact sales of shares on this
registration statement
         could have on the public trading price of the Class A ordinary shares.
Risk Factors
Risks Relating to the Company's Securities, page 48

4.       We note your inclusion of a risk factor highlighting the negative
pressure potential sales
         of shares pursuant to this registration statement could have on the
public trading price of
         the Class A ordinary shares. To further illustrate this risk, disclose
the purchase price of
         the securities being registered for resale. Also disclose, if true,
that even though the
         current trading price is below the SPAC IPO price, the certain private
investors have an
         incentive to sell because they will still profit on sales because of
the lower price that they
         purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Company Overview, page 126

5.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s Class A ordinary shares.
Liquidity and Capital Resources, page 136

6.       Please revise this section to disclose the number of redemptions of
your Class A ordinary
         shares pursuant to the Business Combination. To the extent there were
a significant
         number of redemptions, as well as the unlikelihood that the company
will receive
         significant proceeds from exercises of the warrants because of the
disparity between the
         exercise price of the warrants and the current trading price of the
Class A ordinary shares,
         expand your discussion of capital resources to address any changes in
the company   s
         liquidity position since the Business Combination. If the company is
likely to have to seek
         additional capital, discuss the effect of this offering on the company
  s ability to raise
         additional capital.
General

7.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the selling securityholders acquired their
shares and warrants, and the
 Danny Yeung
Prenetics Global Limited
June 7, 2022
Page 3
      price that the public securityholders acquired their shares and warrants.
Disclose that
      while the selling securityholders may experience a positive rate of
return based on the
      current trading price, the public securityholders may not experience a
similar rate of return
      on the securities they purchased due to differences in the purchase
prices and the current
      trading price. Please also disclose the potential profit the selling
securityholders will earn
      based on the current trading price. Lastly, please include appropriate
risk factor
      disclosure.
8.    Please review the registration statement to ensure it is clear that the
Business Combination
      has been completed and to reflect the combined company and its business
as of the date of
      the filing. Non-exclusive examples of disclosure that should be updated
are as follows:
          "We face various legal and operational risks associated with doing
business in Hong
           Kong, which could result in a material change in our operations in
Hong Kong
           following the Business Combination..."
          "Upon the completion of the Business Combination, we will become a
public
           company in the United States subject to the Sarbanes-Oxley Act of
2002."
          "In addition, we cannot assure you that we will not identify any
deficiencies or
           material weaknesses after the Business Combination."
          "Following the Business Combination, we plan to seek bolt-on
opportunities that will
           provide the right platform..."

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Alan Campbell at 202-551-4224 or Laura Crotty at
202-551-7614 with any
questions.



                                                             Sincerely,
FirstName LastNameDanny Yeung
                                                             Division of
Corporation Finance
Comapany NamePrenetics Global Limited
                                                             Office of Life
Sciences
June 7, 2022 Page 3
cc:       Jonathan B. Stone, Esq.
FirstName LastName