pre-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 20-F/A

(Amendment No. 2)

_________________________

(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 offices)

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 I.			4
ITEM 3. KEY INFORMATION			4
ITEM 4. INFORMATION ON THE COMPANY			38
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS			60
PART III.			78
ITEM 19. EXHIBITS			78
SIGNATURES			79


		Year Ended December 31,
		2025		2024		2023
	($ in thousands)
Cash transferred from Prenetics HK to Prenetics Innovation Labs Private Limited		$	—	$	—	$	640
Cash transferred from Prenetics HK to Company		24,766		—		—
Cash transferred from Company to Prenetics HK		24,957		55,068		48,359
Cash transferred from Prenetics HK to IM8 (US) LLC		291		6,644		—
Cash transferred from IM8 (US) LLC to Prenetics HK		13,000		—		—


Period						Average Order Value
FY2025						~$110
Q4 2025 (Last Month of Period)						~$133
January–February 2026 (New Customer)						~$23310


	Year Ended December 31
	2025		2024		$ Change		% Change
	(in thousands of U.S. dollars, unless otherwise stated)
			(Restated)
Prevention	$	12,945	$	10,367	$	2,578	25	%
Consumer Health	79,445		5,569		73,876		1327	%
Total revenue from continuing operations	$	92,390	$	15,936	76,454		480	%


	Year Ended
	December 31,		December 31,
	2025		2024
	(Unaudited)		(Unaudited)
Loss for the year under IFRS Accounting Standards	$	(39,978)	$	(49,806)
Depreciation and amortization	2,340		2,479
Interest income	(1,042)		(1,846)
Other finance costs	241		168
Income tax expense/(credit)	34		(7,639)
EBITDA (Non-IFRS)	(38,405)		(56,644)
Amortization of deferred expenses	3,549		8,294
Equity-settled share-based payment expenses	6,354		5,842
Transaction-related expenses associated with acquisition, disposal and fundraising activities (see note (a))	7,952		3,605
Strategic realignment and discontinued products impact (see note (b))	3,761		173
Exchange gain or loss, net	838		(8)
Fair value loss on financial assets at fair value through profit or loss	(780)		8,869
Gain on warrant exchange	(36,657)		—
Fair value loss/(gain) on warrant liabilities	17,943		(49)
Unrealized fair value loss on digital asset	9,725		—
Gain on partial disposal of an equity-accounted investee	—		(1,244)
Share of loss of equity-accounted investees, net of tax	1,260		2,010
Impairment loss of goodwill	6,815		—
Loss from discontinued operations, net of tax	3,731		11,420
Adjusted EBITDA (Non-IFRS)	$	(13,914)	$	(17,732)


	Three Months Ended
	December 31,		December 31,
	2025		2024
	(Unaudited)		(Unaudited)
Loss for the period under IFRS Accounting Standards	$	(7,542)	$	(17,543)
Depreciation and amortization	493		668
Interest income	(210)		(522)
Other finance costs	45		86
Income tax expense/(credit)	37		(7,440)
EBITDA (Non-IFRS)	(7,177)		(24,751)
Amortization of deferred expenses	—		2,099
Equity-settled share-based payment expenses	1,299		1,176
Transaction-related expenses associated with acquisition, disposal and fundraising activities (see note (a))	4,366		1,781
Strategic realignment and discontinued products impact (see note (b))	3,750		10
Exchange gain or loss, net	199		(546)
Fair value (gain)/loss on financial assets at fair value through profit or loss	(879)		8,728
Gain on warrant exchange	(36,657)		—
Fair value loss/(gain) on warrant liabilities	17,339		(31)
Unrealized fair value loss/(gain) on digital asset	9,725		—
Gain on partial disposal of an equity-accounted investee	—		(1,244)
Share of loss of equity-accounted investees, net of tax	196		961
Impairment loss of goodwill	6,815		—
(Profit)/loss from discontinued operations, net of tax	(2,153)		4,202
Adjusted EBITDA (Non-IFRS)	$	(3,177)	$	(7,615)


	Year Ended
	December 31,		December 31,
	2025		2024
	(Unaudited)		(Unaudited)
Disposals (ACT Genomics and Insighta) related legal and professional fees	$	3,776	$	1,648
Equity fundraising transactions related legal and professional fees and other costs	2,917		—
Advisory and professional fees related to a strategic transaction that did not proceed	739		—
Amortization of prepaid retainer on strategic transaction over engagement term*	502		502
Acquisition of Europa related advisory and legal fees	—		955
Historical de-SPAC listing related costs	—		500
Others	18		—
	$	7,952	$	3,605


	Three Months Ended
	December 31,		December 31,
	2025		2024
	(Unaudited)		(Unaudited)
Disposals (ACT Genomics and Insighta) related legal and professional fees	$	1,450	$	1,656
Equity fundraising transactions related legal and professional fees and other costs	2,764		—
Advisory and professional fees related to a strategic transaction that did not proceed	25		—
Amortization of prepaid retainer on strategic transaction over engagement term*	125		125
Others	2		—
	$	4,366	$	1,781