pre-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 20-F/A

(Amendment No. 1)

_________________________

(Mark One)


o			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025.


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-41401

_________________________

Prenetics Global Limited

(Exact name of Registrant as specified in its charter)

_________________________

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)


Unit 703-706, K11 Atelier 728 King’s Road, Quarry Bay Hong Kong

(Address of principal executive office)

Stephen HC Lo, Chief Financial Officer

Unit 703-706, K11 Atelier

728 King’s Road, Quarry Bay

Hong Kong

Phone: +852 2210-9588

(Name, Telephone, and Address of Company Contact Person)

_________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Class A Ordinary Shares, par value $0.0015 per share

Warrants

PRE

PRENW

The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

_________________________

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2025, there were 16,874,089 ordinary shares issued and outstanding, par value $0.0015 per share, being the sum of 15,293,117 Class A Ordinary Shares, 1,580,972 Class B Ordinary Shares, and 17,352,363 Warrants.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No x

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Emerging Growth Company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes o No x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued

Other o

by the International Accounting Standards Board x

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o


			Page

PART III.			4
ITEM 18. FINANCIAL STATEMENTS			4
ITEM 19. EXHIBITS			4
SIGNATURES			5


Exhibit Number						Description

12.1*						CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*						CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1**						CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2**						CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1*						Consent of Deloitte Touche Tohmatsu


			Prenetics Global Limited

			By:			/s/ Danny Sheng Wu Yeung
			Name:			Danny Sheng Wu Yeung
			Title:			Chief Executive Officer


Independent Auditor's Report			2

Consolidated statements of profit or loss and other comprehensive income			4

Consolidated statements of financial position			5

Consolidated statements of changes in equity			6

Consolidated statements of cash flows			7

Notes to the consolidated financial statements			8


	Notes	2025		2024
Revenue	4	$	573,247	$	244,218
Cost of sales		(490,260)		(151,767)
Gross profit		82,987		92,451
Other income	5	27,896,174		32,039,344
Other gain and losses		4,703,654		(2,546,087)
Operating and administrative expenses		(26,819,214)		(24,964,324)
Finance costs		(59,409)		(148,491)
Profit before tax	6	5,804,192		4,472,893
Income tax expense	7	—		—
Profit for the year		5,804,192		4,472,893
Other comprehensive expense for the year
Item that may be subsequently reclassified to profit or loss
Exchange differences on translation of foreign operations		(156,333)		(198,909)
Total comprehensive income for the year		$	5,647,859	$	4,273,984


	Share capital			Share premium		Translation reserve		(Accumulated losses) retained earnings		Total
As at January 1, 2024	$	1,560		$	623,998,440	$	11,137	$	(4,318,281)	$	619,692,856
Profit and total comprehensive (expense) income
Profit for the year	—			—		—		4,472,893		4,472,893
Other comprehensive expense for the year	—			—		(198,909)		—		(198,909)
Total comprehensive (expense) income for the year	—			—		(198,909)		4,472,893		4,273,984
As at December 31, 2024	1,560			623,998,440		(187,772)		154,612		623,966,840
Profit and total comprehensive income (expense)
Profit for the year	—			—		—		5,804,192		5,804,192
Other comprehensive expense for the year	—			—		(156,333)		—		(156,333)
Total comprehensive (expense) income for the year	—		—	—		(156,333)		5,804,192		5,647,859
As at December 31, 2025	$	1,560		$	623,998,440	$	(344,105)	$	5,958,804	$	629,614,699


	2025		2024
Operating Activities
Profit before tax	$	5,804,192	$	4,472,893
Adjustments for:
Interest income	(26,835,314)		(31,280,591)
Finance costs	59,409		148,491
Depreciation of property, plant and equipment	1,198,520		1,671,269
Depreciation of right-of-use assets	1,215,689		2,416,122
Amortization of intangible assets	45,000		45,000
Gain on early termination of lease	—		(104,493)
(Gain) loss on disposal of property, plant and equipment	(31,062)		160,966
Waiver of amount due to a related company	(3,591,998)		—
Operating cash flows before movements in working capital	(22,135,564)		(22,470,343)
(Increase) decrease in inventories	(112,422)		412,810
(Increase) decrease in trade and other receivables, deposits and prepayments	(2,027,040)		3,577,216
Decrease in amounts due from related companies	—		86,269
(Decrease) increase in trade and other payables and accruals	(1,414,833)		1,055,806
Net cash used in operating activities	(25,689,859)		(17,338,242)
Investing Activities
Interest received	26,835,314		31,280,591
Purchases of property, plant and equipment	(3,237,154)		(606,296)
Placement of fixed bank deposits with more than three months to maturity when raised	(313,855,342)		(247,297,181)
Proceeds from disposal of property, plant and equipment	31,062		—
Advance to related companies	(197,592)		—
Net cash used in investing activities	(290,423,712)		(216,622,886)
Financing Activities
Interest paid	(59,409)		(148,491)
Advance from a related company	—		2,445,062
Repayment to a related company	(3,292,674)		(1,204,753)
Repayment of lease liabilities	(1,269,889)		(2,392,871)
Net cash used in financing activities	(4,621,972)		(1,301,053)
Net decrease in cash and cash equivalents	(320,735,543)		(235,262,181)
Effect of foreign exchange rate changes, net	(343,802)		324,925
Cash and cash equivalents at beginning of the year	382,110,455		617,047,711
Cash and cash equivalents at the end of the year, represented by cash and cash equivalents	$	61,031,110	$	382,110,455


Amendments to IAS 21			Translation to a Hyperinflationary Presentation Currency3
Amendments to IFRS 9 and IFRS 7			Amendments to the Classification and Measurement of Financial Instruments2
Amendments to IFRS 9 and IFRS 7			Contracts Referencing Nature-dependent Electricity2
Amendments to IFRS 10 and IAS 28			Sale or Contribution of Assets between an Investor and its Associate or Joint Venture1
Amendments to IFRS Accounting Standards			Annual Improvements to IFRS Accounting Standards - Volume 112
IFRS 18			Presentation and Disclosure in Financial Statements3
IFRS 20			Regulatory Assets and Regulatory Liabilities4
IFRS 19			Subsidiaries without Public Accountability: Disclosures3
Amendments to IFRS 19			Amendments to Subsidiaries without Public Accountability: Disclosure3


	2025		2024
Sales of laboratory testing kits	$	143,575	$	244,218
Income from provision of diagnostics service	$	429,672	$	—
	$	573,247	$	244,218


	2025		2024
Bank interest income	$	26,835,314	$	31,280,591
Consultancy and management service income	468,000		468,000
Sales and marketing service income	420,916		240,716
Others	171,944		50,037
Total other income	$	27,896,174	$	32,039,344


	Notes	2025		2024
Assets
Property, plant and equipment	8	$	4,232,077	$	2,059,621
Right-of-use assets	9	2,875,107		1,463,566
Intangible assets	10	780,000		825,000
Goodwill	11	738,274		701,547
Non-current Assets		8,625,458		5,049,734
Inventories		491,276		361,985
Trade and other receivables, deposits and prepayments	12	4,501,853		2,474,813
Amounts due from related companies	15	335,763		138,171
Bank deposits	13	561,152,523		247,297,181
Cash and cash equivalents	13	61,031,110		382,110,455
Current Assets		627,512,525		632,382,605
Total Assets		636,137,983		637,432,339
Liabilities
Lease liabilities	14	1,674,194		497,078
Non-current Liability		1,674,194		497,078
Trade and other payables and accruals		1,277,690		2,692,523
Amount due to a related company	15	2,274,399		9,159,071
Lease liabilities	14	1,297,001		1,116,827
Current Liabilities		4,849,090		12,968,421
Total Liabilities		6,523,284		13,465,499
Capital and Reserves
Share capital	16	$	1,560	$	1,560
Share premium		623,998,440		623,998,440
Reserves		5,614,699		(33,160)
Total Equity		629,614,699		623,966,840
Total Equity and Liabilities		636,137,983		637,432,339


Amendments to IAS 21			Lack of Exchangeability


	2025		2024
Profit before tax	$	5,804,192	$	4,472,893
Tax at the domestic rate of 16.5% (Note)	957,692		738,027
Tax effect of income not taxable for tax purposes	(4,577,504)		(5,178,539)
Tax effect of expenses not deductible for tax purposes	208,014		843,431
Tax effect of deductible temporary differences not recognized	197,756		275,759
Tax effect of tax losses not recognized	4,274,704		4,425,036
Effect of different tax rates of subsidiaries operating in other jurisdictions	(1,060,662)		(1,103,714)
Income tax expense for the year	$	—	$	—


	Leasehold improvements		Factory and factory equipment		Lab equipment		Total
Cost
As at January 1, 2024	$	1,765,777	$	944,682	$	930,726	$	3,641,185
Additions	—		525,889		80,407		606,296
Disposal	—		(205,488)		—		(205,488)
Exchange adjustments	(57,859)		(30,937)		(30,492)		(119,288)
As at December 31, 2024	1,707,918		1,234,146		980,641		3,922,705
Additions	466,834		560,481		2,209,839		3,237,154
Disposal	—		—		(840,398)		(840,398)
Exchange adjustments	82,726		65,045		72,575		220,346
As at December 31, 2025	$	2,257,478	$	1,859,672	$	2,422,657	$	6,539,807
Depreciation
As at January 1, 2024	$	161,057	$	31,489	$	51,707	$	244,253
Provided for the year	624,593		194,088		852,588		1,671,269
Disposal	—		(44,522)		—		(44,522)
Exchange adjustments	(5,244)		(1,024)		(1,648)		(7,916)
As at December 31, 2024	780,406		180,031		902,647		1,863,084
Provided for the year	787,062		290,111		121,347		1,198,520
Disposal	—		—		(840,398)		(840,398)
Exchange adjustments	51,342		14,406		20,776		86,524
As at December 31, 2025	$	1,618,810	$	484,548	$	204,372	$	2,307,730
Carrying values
As at December 31, 2025	$	638,668	$	1,375,124	$	2,218,285	$	4,232,077
As at December 31, 2024	$	927,512	$	1,054,115	$	77,994	$	2,059,621


	2025		2024
Foreign exchange gain (loss), net	$	1,080,594	$	(2,489,614)
Gain (loss) on disposal of property, plant and equipment	31,062		(160,966)
Gain on lease modification	—		104,493
Waiver from amount due to a related company	3,591,998		—
Total other gains and losses, net	$	4,703,654	$	(2,546,087)


	2025		2024
Profit before tax has been arrived at after charging:
Auditor's remuneration	$	135,000	$	80,000
Depreciation of property, plant and equipment	1,198,520		1,671,269
Depreciation of right-of-use assets	1,215,689		2,416,122
Amortization of intangible assets	45,000		45,000
Directors' emoluments	—		—
Staff costs	8,089,263		4,996,740


Leasehold improvement						Over the term of the lease
Factory and factory equipment						20%
Lab equipment						33%


	Leased properties
As at December 31, 2024
Carrying amount	$	1,463,566
As at December 31, 2025
Carrying amount	$	2,875,107
For the year ended December 31, 2024
Depreciation charge	$	2,489,615
Gain on early termination of lease	(104,493)
For the year ended December 31, 2025
Depreciation charge	$	1,215,689


	2025		2024
Total cash outflow for leases	$	1,329,298	$	2,541,362
Additions to right-of-use assets	2,557,828		1,114,252


	Patent license
Cost
As at January 1, 2024, December 31, 2024 and 2025	$	900,000
Amortization
As at January 1, 2024	$	30,000
Charge for the year	45,000
As at December 31, 2024	75,000
Charge for the year	45,000
As at December 31, 2025	$	120,000
Carrying amounts
As at December 31, 2024	$	825,000
As at December 31, 2025	$	780,000


	Goodwill
As at January 1, 2024	$	732,528
Exchange adjustments	(30,981)
As at December 31, 2024	701,547
Exchange adjustments	36,727
As at December 31, 2025	$	738,274


	2025		2024
Trade receivables	$	166,068	$	—
Other receivables	3,775,321		1,655,335
Deposits	288,504		290,633
Prepayments	271,960		528,845
	$	4,501,853	$	2,474,813


	2025		2024
Lease liabilities payable:
Within one year	$	1,297,001	$	1,116,827
Within a period of more than one year but not exceeding two years	915,552		457,711
Within a period of more than two years but not exceeding five years	758,642		39,367
	2,971,195		1,613,905
Less: Amount due for settlement with 12 months shown under current liabilities	(1,297,001)		(1,116,827)
Amount due for settlement after 12 months shown under non-current liabilities	$	1,674,194	$	497,078


	2025		2024
Shown in the consolidated financial statements of financial position	$	1,560	$	1,560


	2025		2024
Financial assets
Amortized cost	$	626,749,290	$	631,491,775
Financial liabilities
Amortized cost	$	2,399,244	$	9,162,827


Internal credit rating	Description	Financial assets
Low risk	The counterparty has a low risk of default and does not have any past-due amounts	12m ECL
Watch list	Debtor frequently repays after due dates but usually settle in full	12m ECL
Doubtful	There have been significant increases in credit risk since initial recognition through information developed internally or external resources	Lifetime ECL - not credit-impaired
Loss	There is evidence indicating the asset is credit-impaired	Lifetime ECL - credit-impaired
Write-off	There is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery	Amount is written off


	Weighted average interest rate		Repayable on demand or less than 1 year	1 - 2 years	2 - 5 years	Total undiscounted cash flow	Carrying amount
2025
Trade and other payables	N/A		124,845	—	—	124,845	124,845
Amount due to a related company	N/A		2,274,399	—	—	2,274,399	2,274,399
			2,399,244	—	—	2,399,244	2,399,244
Lease liabilities	3.80	%	1,382,010	955,923	769,988	3,107,921	2,971,195

2024
Other liabilities	N/A		3,756	—	—	3,756	3,756
Amount due to a related company	N/A		9,159,071	—	—	9,159,071	9,159,071
			9,162,827	—	—	9,162,827	9,162,827
Lease liabilities	4.74	%	1,169,339	474,720	39,560	1,683,619	1,613,905


Nature of transactions	2025		2024
Consultancy and management service income	$	468,000	$	468,000
Rental expense	360,000		—
Sales and marketing service income	420,916		238,328