Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2022, Artisan Acquisition Corp. ("Artisan"), an exempted company
incorporated with limited liability under the laws of Cayman Islands, held an
extraordinary general meeting of shareholders (the "Extraordinary General
Meeting"). At the Extraordinary General Meeting, a total of 28,205,766 (64.22%)
of Artisan's issued and outstanding ordinary shares held of record at the close
of business on March 4, 2022, the record date for the Extraordinary General
Meeting, were present either in person or by proxy, which constituted a quorum
for the transaction of business. Artisan's shareholders voted on the following
proposals at the Extraordinary General Meeting, which are described in more
detail in the final prospectus/definitive proxy statement of Artisan filed with
the Securities and Exchange Commission (the "SEC") on April 11, 2022 (as
supplemented from time to time, the "Proxy Statement/Prospectus").
Proposal 1. The Business Combination Proposal - To consider and vote upon a
proposal (the "Business Combination Proposal") to approve and authorize (a) the
business combination (the "Business Combination") and other transactions
contemplated by the Business Combination Agreement, dated September 15, 2021 (as
amended by an Amendment to Business Combination Agreement dated as of March 30,
2022 (the "BCA Amendment") and as may be further amended, supplemented or
otherwise modified from time to time, the "Business Combination Agreement"), by
and among Prenetics Global Limited, an exempted company limited by shares
incorporated under the laws of the Cayman Islands ("PubCo"), Artisan, AAC Merger
Limited, an exempted company limited by shares incorporated under the laws of
the Cayman Islands and a direct wholly-owned subsidiary of PubCo ("Artisan
Merger Sub"), PGL Merger Limited, an exempted company limited by shares
incorporated under the laws of the Cayman Islands and a direct wholly-owned
subsidiary of PubCo ("Prenetics Merger Sub") and Prenetics Group Limited, an
exempted company limited by shares incorporated under the laws of the Cayman
Islands ("Prenetics") and (b) Artisan's entry into the Business Combination
Agreement and the BCA Amendment.
For Against Abstain Broker Non-Votes
27,309,556 895,867 343 0
Proposal 2. The Initial Merger Proposal - To consider and vote upon a proposal
to approve and authorize, assuming the Business Combination Proposal is approved
and adopted, (a) the Plan of Merger (the "Plan of Initial Merger"), by and among
Artisan, Artisan Merger Sub and PubCo, substantially in the form annexed as
Exhibit F to the Business Combination Agreement, (b) Artisan's entry into the
Plan of Initial Merger, and (c) the merger of Artisan with and into Artisan
Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as
a wholly-owned subsidiary of PubCo.
For Against Abstain Broker Non-Votes
27,309,556 895,867 343 0
As there were sufficient votes to approve the above proposals, the "Adjournment
Proposal" described in the Proxy Statement/Prospectus was not presented to
shareholders.
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Item 8.01 Other Events
Based on the results of the Extraordinary General Meeting, and subject to the
satisfaction or waiver of certain other closing conditions under the Business
Combination Agreement and as described in the Proxy Statement/Prospectus, the
closing of Business Combination and other transactions contemplated by the
Business Combination Agreement is expected to be completed on May 18, 2022.
Following the consummation of the Business Combination and other transactions
contemplated by the Business Combination Agreement, the Class A ordinary shares
and warrants of PubCo are expected to begin trading on the Nasdaq Stock Market
under the symbols "PRE" and "PRENW," respectively, on May 18, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended
("Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended ("Exchange Act") that are based on beliefs and assumptions and on
information currently available to Artisan. In some cases, you can identify
forward-looking statements by the following words: "may," "will," "could,"
"would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing," "target,"
"seek" or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all
forward-looking statements contain these words. Any statements that refer to
expectations, timing, projections or other characterizations of future events or
circumstances, including expectations related to the closing of the Business
Combination, are also forward-looking statements. Although Artisan believes that
it has a reasonable basis for the forward-looking statements contained in this
Current Report on Form 8-K, Artisan cautions you that these statements are based
on a combination of facts and factors currently known and projections of the
future, which are inherently uncertain. In addition, there are risks and
uncertainties described in the Proxy Statement/Prospectus and other documents
filed, or to be filed, by Artisan from time to time with the SEC. These filings
may identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the
forward-looking statements. Artisan cannot assure you that the forward-looking
statements in this Current Report on Form 8-K will prove to be accurate. There
may be additional risks that Artisan does not presently know or currently
believes are immaterial that could also cause actual results to differ from
those contained in the forward looking statements. In light of the significant
uncertainties in these forward-looking statements, you should not regard these
statements as a representation or warranty by Artisan and its directors,
officers or employees or any other person that Artisan will achieve its
objectives and plans in any specified time frame, or at all. The forward-looking
statements in this Current Report on Form 8-K represent the views of Artisan as
of the date of this Current Report on Form 8-K. Subsequent events and
developments may cause those views to change. However, while Artisan may update
these forward-looking statements in the future, there is no current intention to
do so, except to the extent required by applicable law. You should, therefore,
not rely on these forward-looking statements as representing the views of
Artisan as of any date subsequent to the date of this Current Report on Form
8-K.
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