Mga Batayang Estadistika
| LEI | 549300613X6447C00597 |
| CIK | 1866390 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Babylon Holdings Limited Warra Warrants, each exercisable for one Class A Ordinary Share
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001- |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-4 |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40952 CUSIP Number: G07031209 (Check one): ¨Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi |
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| August 7, 2023 |
Babylon In Discussions of New Strategic Alternatives for its Businesses Exhibit 99.1 Babylon In Discussions of New Strategic Alternatives for its Businesses London, UK – August 7, 2023 – Babylon Holdings Limited (OTC Pink: BBLNF) (“Babylon”, and together with its subsidiaries, the “Group”) today announced that the transaction proposed by AlbaCore Capital LLP (“AlbaCore”) and MindMaze Group SA (“MindMaze”), for a business combination of Babylon’s core operating subsidi |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-4 |
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| July 21, 2023 |
Execution Version Dated 9 March 2023 (as amended and restated by the amendment and restatement agreement dated 10 May 2023, as amended by the amendment letter dated 16 June 2023 and as further amended and restated by the amendment and restatement agreement dated 17 July 2023) AGREEMENT relating to US$80,500,000 LOAN NOTE FACILITY for BABYLON HOLDINGS LIMITED and BABYLON GROUP HOLDINGS LIMITED with KROLL TRUSTEE SERVICES LIMITED as Trustee and KROLL TRUSTEE SERVICES LIMITED as Security Agent KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| July 21, 2023 |
17 July 2023 BABYLON HOLDINGS LIMITED Execution Version 17 July 2023 BABYLON HOLDINGS LIMITED SUPPLEMENTAL DEED POLL relating to US$300,000,000 Notes due 2026 1 THIS SUPPLEMENTAL DEED POLL is made on 17 July 2023 by Babylon Holdings Limited (the “Issuer”) and Babylon Group Holdings Limited (“Babylon Group Holdings”) in favour of the registered holders of the US$300,000,000 Notes due 2026 (the “Notes”, which expression shall, unless th |
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| July 21, 2023 |
EXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT DATED 17 JULY 2023 relating to a loan note facility agreement originally dated 9 March 2023 (as amended and restated on 10 May 2023 and as further amended on 16 June 2023) between, among others, Babylon Holdings Limited as the Issuer and Kroll Trustee Services Limited as Trustee BETWEEN (amongst others) BABYLON HOLDINGS LIMITED (as the Issuer) BABYLON GROUP HOLDINGS LIMITED (as Issuer 2) and KROLL TRUSTEE SERVICES LIMITED acting as Trustee and Security Agent KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| July 21, 2023 |
Execution Version Dated 17 July 2023 THIRD SUBSCRIPTION AGREEMENT in respect of the issuance of $11,500,000 senior secured loan notes due 2026 Between BABYLON GROUP HOLDINGS LIMITED (as Issuer 2) and ALBACORE PARTNERS III INVESTMENT HOLDINGS DESIGNATED ACTIVITY COMPANY ALBACORE PARTNERS II INVESTMENT HOLDINGS D DESIGNATED ACTIVITY COMPANY ALBACORE STRATEGIC INVESTMENTS LP (as New Bridge Noteholders (2)) KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 17, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-40 |
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| July 17, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A ordinary shares of Babylon Holdings Limited (the "Company") from listing and registration on the Exchange on July 28, 2023, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Securities are no longer suitable for continued listing and trading on the NYSE. |
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| July 6, 2023 |
July 6, 2023 Via EDGAR Transmission Division of Corporation Finance Disclosure Review Program U. |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 28, 2023 |
Exhibit 99.1 Babylon Proceeds With Previously Announced Transaction and Announces the Receipt of Continued Listing Standards Notice from NYSE and Upcoming Delisting AUSTIN, TEXAS and LONDON – June 28, 2023 – Babylon Holdings Limited (the “Company” or “Babylon”) (NYSE:BBLN) previously announced in its June 23, 2023 press release that the Company has received a proposal from AlbaCore Capital LLP ("A |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-40 |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 23, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-40 |
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| June 23, 2023 |
Babylon Announces Update on Take Private Proposal Exhibit 99.1 Babylon Announces Update on Take Private Proposal Austin, Texas, London, UK and Lausanne, Switzerland – June 23, 2023 – After a thorough exploration of strategic alternatives, Babylon Holdings Limited (NYSE: BBLN) (including its subsidiaries, “Babylon”) is pleased to provide an update on the recapitalization transaction, previously announced on May 10, following receipt of a proposal |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 19, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-409 |
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| May 25, 2023 |
11 May 2023 BABYLON HOLDINGS LIMITED 11 May 2023 BABYLON HOLDINGS LIMITED SUPPLEMENTAL DEED POLL relating to US$300,000,000 Notes due 2026 1 THIS SUPPLEMENTAL DEED POLL is made on 11 May 2023 by Babylon Holdings Limited (the “Issuer”) and Babylon Group Holdings Limited (“Babylon Group Holdings”) in favour of the registered holders of the US$300,000,000 Notes due 2026 (the “Notes”, which expression shall, unless the context otherwise |
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| May 25, 2023 |
Independent Director Agreement Independent Director Agreement This Director Agreement (this “Agreement”), dated and effective as of May 19, 2023 (the “Effective Date”), is made by Babylon Holdings Limited, a limited company incorporated under the laws of Jersey (“Company”), and Aidan de Brunner, a natural person and resident of the United Kingdom (the “Director”). |
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| May 25, 2023 |
Babylon Holdings Limited (the “Issuer”) Babylon Holdings Limited (the “Issuer”) To: Kroll Trustee Services Limited as Trustee acting on behalf of the Bridge Finance Parties as defined in the Bridge Loan Note Facility Agreement (as defined below). |
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| May 10, 2023 |
EXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT DATED 10 May 2023 relating to a loan note facility agreement originally dated 9 March 2023 between, among others, Babylon Holdings Limited as the Issuer and Kroll Trustee Services Limited as Trustee BETWEEN (amongst others) BABYLON HOLDINGS LIMITED (as the Issuer) BABYLON GROUP HOLDINGS LIMITED (as Issuer 2) and KROLL TRUSTEE SERVICES LIMITED acting as Trustee and Security Agent KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| May 10, 2023 |
Execution Version 10 May 2023 BABYLON HOLDINGS LIMITED (as Company) EACH OF THE ENTITIES LISTED IN SCHEDULE 1 (as Obligors) and THE NOTEHOLDERS PROJECT GARDEN FRAMEWORK IMPLEMENTATION AGREEMENT ii |US-DOCS\141048489. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-409 |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 10, 2023 |
Babylon Secures Financing and Plans to Implement a Take Private Transaction with Support from AlbaCore Capital Austin, Texas and London, UK – May 10, 2023 – Babylon Holdings Limited (NYSE: BBLN) (including its subsidiaries, “Babylon”) is pleased to announce that it has entered into an amendment and restatement of its senior secured term loan facility with AlbaCore Capital LLP and certain of its affiliates (“AlbaCore”), dated March 9, 2023 (the “Bridge Facility Agreement”), for up to an additional $34. |
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| May 10, 2023 |
Dated 9 March 2023 (as amended and restated by the amendment and restatement agreement dated 10 May 2023) AGREEMENT relating to US$69,000,000 LOAN NOTE FACILITY for BABYLON HOLDINGS LIMITED and BABYLON GROUP HOLDINGS LIMITED with KROLL TRUSTEE SERVICES LIMITED as Trustee and KROLL TRUSTEE SERVICES LIMITED as Security Agent KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| May 10, 2023 |
EXECUTION VERSION Dated 10 May 2023 SECOND SUBSCRIPTION AGREEMENT in respect of the issuance of $34,500,000 senior secured loan notes due 2026 Between BABYLON GROUP HOLDINGS LIMITED (as Issuer 2) and ALBACORE PARTNERS III INVESTMENT HOLDINGS DESIGNATED ACTIVITY COMPANY ALBACORE PARTNERS II INVESTMENT HOLDINGS D DESIGNATED ACTIVITY COMPANY ALBACORE STRATEGIC INVESTMENTS LP VITALITY (IRELAND) FINANCING DESIGNATED ACTIVITY COMPANY (as New Bridge Noteholders) KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-409 |
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| May 10, 2023 |
Babylon Reports Q1 2023 Financial Results Exhibit 99.1 Babylon Reports Q1 2023 Financial Results AUSTIN, TEXAS & LONDON, UK – May 10, 2023 – Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the “Company”) today announced its financial and operating results for the first quarter ended March 31, 2023. First Quarter Financial Results Comparison of the following financial results for the three months ended March 31, 2023, to the three mont |
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| April 21, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Title of Securities to be Registered Amount to be Registered(2) Proposed Maximum Offering Price Per Share(3) Proposed Maximum Aggregate Offering Price(3) Amount of Registration Fee Class A ordinary shares, par value $0. |
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| April 21, 2023 |
As filed with the Securities and Exchange Commission on April 21, 2023 As filed with the Securities and Exchange Commission on April 21, 2023 Registration No. |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 12, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-4 |
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| April 4, 2023 |
Exhibit 10.01 Independent Director Agreement This Director Agreement (this “Agreement”), dated and effective as of March 30, 2023 (the “Effective Date”), is made by Babylon Holdings Limited, a limited company incorporated under the laws of Jersey (“Company”), and Eugene I. Davis, a natural person and resident of the State of New Jersey (the “Director”). The Company and the Director may also be ref |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-4 |
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| March 28, 2023 |
21,972,675 Class A Ordinary Shares BABYLON HOLDINGS LIMITED 424B3 1 tm239827-3424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-268551 PROSPECTUS 21,972,675 Class A Ordinary Shares of BABYLON HOLDINGS LIMITED This prospectus relates to the resale or other disposition, from time to time, of 21,972,675 (the “Shares”) of our Class A ordinary shares, par value $0.001056433113 per share (the “Class A ordinary shares”): i |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 15, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-4 |
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| March 20, 2023 |
Form of Subscription Agreement, dated March 15, 2023 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 15, 2023, by and between BABYLON HOLDINGS LIMITED, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), and the undersigned subscriber (“Subscriber”). |
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| March 17, 2023 |
As filed with the Securities and Exchange Commission on March 17, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 17, 2023 Registration No. |
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| March 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 3: Combined Prospectuses Security Type Security Class Title Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date Equity Class A ordinary shares, par value $0. |
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| March 16, 2023 |
Deed of Amendment and Restatement in Respect of Warrant Instrument, dated March 15, 2023 Execution version Dated 2023 DEED OF AMENDMENT AND RESTATEMENT IN RESPECT OF A WARRANT INSTRUMENT DATED 4 NOVEMBER 2021, AS AMENDED AND RESTATED ON 31 MARCH 2022 BABYLON HOLDINGS LIMITED KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| March 16, 2023 |
Adjustment to 2021 Equity Incentive Plan BABYLON HOLDINGS LIMITED Adjustment to 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (the “Plan”), of Babylon Holdings Limited (the “Company”), is hereby adjusted as follows pursuant to Section 8(a) of the Plan as a result of the 1-for-25 reverse share split of the Shares (as defined in the Plan): The number of Shares authorized for issuance under the Plan, as set forth in Section 4(a) of the Plan, is hereby decreased from 45,335,210 to 1,813,408, prior to adding Shares pursuant to the share recycling provision as set forth in Section 4(c)(ii) of the Plan or the evergreen feature as set forth in Section 4(a) of the Plan. |
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| March 16, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-409 |
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| March 16, 2023 |
Description of Securities of Registrant EX-4.1 3 ex41-descriptionofsecuriti.htm EX-4.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Amended and Restated Memorandum and Articles of Association (the “Babylon Articles |
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| March 16, 2023 |
Employment Agreement, dated August 1, 2022, by and between Babylon Inc. and Ali Parsadoust aliparsadoust-executivea US-DOCS\132140372.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 27th day of July and shall be effective on August 1, 2022 (the “Effective Date”), between Babylon Inc., a Delaware corporation (the “Company”), and Ali Parsadoust, an individual who is a resident of the state of Texas (the “Executive” and, together with the Company, the “Part |
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| March 16, 2023 |
davidhumphreys-ukbabylon US-DOCS\130719634.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 27th day of September, and shall be effective on 1st September, 2022 (the “Effective Date”), between Babylon Partners Limited, Company number 08493276 whose registered address is at 1 Knightsbridge Green, London, England, SW1X 7QA (the “Company”), and David Humphreys of 3 Old |
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| March 16, 2023 |
Supplemental Deed Poll, dated March 15, 2023, relating to US$300,000,000 Notes due 2026 EXECUTION VERSION 15 March 2023 BABYLON HOLDINGS LIMITED SUPPLEMENTAL DEED POLL relating to US$300,000,000 Notes due 2026 1 THIS SUPPLEMENTAL DEED POLL is made on 15 March 2023 by Babylon Holdings Limited (the “Issuer”) and Babylon Group Holdings Limited (“Babylon Group Holdings”) in favour of the registered holders of the US$300,000,000 Notes due 2026 (the “Notes”, which expression shall, unless the context otherwise requires, include any further notes issued pursuant to Condition 19 and forming a single series with the Notes) and constituted by a deed poll dated 4 November 2021 (as previously supplemented and amended by a first supplemental deed poll on 31 March 2022) entered into by the Issuer (the “Principal Deed Poll”). |
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| March 16, 2023 |
Employment Agreement, dated August 1, 2022, by and between Babylon Inc. and Darshak Sanghavi EX-10.17 11 darshaksanghavi-executiv.htm EX-10.17 US-DOCS\132691128.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 27th day of July and shall be effective on August 1, 2022 (the “Effective Date”), between Babylon Inc., a Delaware corporation (the “Company”), and Darshak Sanghavi, an individual who is a resident of the state of Massachusetts (the “Executive” and, t |
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| March 16, 2023 |
EXECUTION VERSION Date: 9 March 2023 AGREEMENT relating to US$34,500,000 LOAN NOTE FACILITY for BABYLON HOLDINGS LIMITED with KROLL TRUSTEE SERVICES LIMITED as Trustee and KROLL TRUSTEE SERVICES LIMITED as Security Agent KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. |
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| March 16, 2023 |
List of Subsidiaries of Babylon Holdings Limited Babylon Holdings Limited Subsidiaries Babylon Partners Limited, a U.K. company Babylon Healthcare Services Limited, a U.K. company Babylon Rwanda Limited, a Rwandan company Babylon Inc., a U.S. company incorporated in DE Babylon Liberty Corp., a U.S. company incorporated in DE Babylon Malaysia SDN BHD, a Malaysian company Babylon International Limited, a U.K. company Babylon Health Ireland Limited |
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| March 16, 2023 |
Employment Agreement, dated August 1, 2022, by and between Babylon Inc. and Paul-Henri Ferrand paul-henriferrandxexecut US-DOCS\132538837.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 27th day of July and shall be effective on August 1, 2022 (the “Effective Date”), between Babylon Inc., a Delaware corporation (the “Company”), and Paul-Henri Ferrand, an individual who is a resident of the state of California (the “Executive” and, together with the Company, |
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| March 16, 2023 |
Amended and Restated Memorandum of Association, effective December 15, 2022 memorandumofassociationa |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-40 |
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| March 9, 2023 |
Exhibit 99.1 Babylon Reports Another Strong Year Exceeding Guidance, and Accelerates Expected Adjusted EBITDA Profitability to Mid-2024 •Revenue grew 3.5x YoY, to $1.11 billion, exceeding guidance •Cost of Care Delivery (COCD) Margin in the U.K. already profitable1, with U.S. Clinical services also expecting COCD profitability in early 2023 •Key U.S. VBC contracts delivered profitable Medical Marg |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-40 |
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| March 9, 2023 |
q4-22presentation 1 Q4 and FY 2022 Earnings March 9, 2023 Putting an accessible and affordable quality health service in the hands of every person on Earth Use of Non-GAAP Financial Measures Adjusted EBITDA, Adjusted EBITDA Margin, Medical Loss Ratio, Medical Margin and Cost of Care Delivery Margin are non-GAAP measures. |
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| February 14, 2023 |
BBLN / Babylon Holdings Limited - Class A / PUBLIC INVESTMENT FUND - SC 13G/A Passive Investment SC 13G/A 1 tm236462d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, $0.001056433113 par value per share (Title of Class of Securities) G07031 209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filin |
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| February 14, 2023 |
EX-24.1 2 tm236462d1ex24-1.htm EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Brinton, as the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute, acknowledge, deliver and file for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of Babylon Holdings Limited (t |
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| January 12, 2023 |
Babylon Delivers Strong 2022 Results, Beating Expectations Babylon Delivers Strong 2022 Results, Beating Expectations JANUARY 12, 2023 - AUSTIN, Texas and LONDON – (BUSINESS WIRE) – Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the “Company”) today confirmed that its revenue for the year ended December 31, 2022 is expected to exceed $1. |
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| January 12, 2023 |
1 Putting accessible and affordable quality healthcare in the hands of every person on Earth J. |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 12, 2023 Date of Report (date of earliest event reported) Babylon Holdings Limited (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation) 001 |
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| December 8, 2022 |
Babylon Announces Additional Details on its Upcoming 1-for-25 Reverse Share Split EX-99.1 2 ex-991pressreleasedateddec.htm EX-99.1 Babylon Announces Additional Details on its Upcoming 1-for-25 Reverse Share Split AUSTIN, Texas & LONDON, UK-(BUSINESS WIRE)- Babylon (NYSE: BBLN) (“Babylon'') today announced additional details concerning the previously announced 1-for-25 reverse share split (the “Reverse Share Split") of its Class A ordinary shares, par value $0.000042257324508468 |
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| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mar |
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| December 6, 2022 |
359,392,436 Class A Ordinary Shares BABYLON HOLDINGS LIMITED TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-264594? PROSPECTUS 359,392,436 Class A Ordinary Shares of BABYLON HOLDINGS LIMITED This prospectus relates to the resale or other disposition, from time to time, of 359,392,436 of our Class A ordinary shares, par value $0.0000422573245084686 per share (the ?Class A ordinary shares?): i. 355,971,947 of which were issued in co |
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| December 5, 2022 |
189,924,499 Class A Ordinary Shares BABYLON HOLDINGS LIMITED TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-268551? PROSPECTUS 189,924,499 Class A Ordinary Shares of BABYLON HOLDINGS LIMITED This prospectus relates to the resale or other disposition, from time to time, of 189,924,499 (the ?Shares?) of our Class A ordinary shares, par value $0.0000422573245084686 per share (the ?Class A ordinary shares?), by the selling shareholder |
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| December 1, 2022 |
BABYLON HOLDINGS LIMITED 2500 Bee Cave Road Building 1???Suite 400 Austin, Texas 78746 December 1, 2022 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 29, 2022 |
As filed with the Securities and Exchange Commission on November 29, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 29, 2022 Registration No. |
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| November 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 3: Combined Prospectuses Security Type Security Class Title Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date Equity Class A ordinary shares, par value $0. |
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| November 23, 2022 |
As filed with the Securities and Exchange Commission on November 23, 2022 F-3 1 tm2220465-4f3.htm F-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 23, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BABYLON HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Bailiwick of Jersey, Channel Islands |
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| November 23, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class A ordinary shares, par value $0. |
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| November 14, 2022 |
BBLN / Babylon Holdings Limited - Class A / PUBLIC INVESTMENT FUND - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, $0.0000422573245084686 par value per share (Title of Class of Securities) G07031 100 (CUSIP Number) November 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.0000422573245084686 (Title of Class of Securities) G07031100 (CUSIP Number) Alex Verzariu c/o Kinnevik AB (publ) Skeppsbron 18, SE-103 13 Stockholm, Sweden +46 (0)8 562 000 00 |
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| November 10, 2022 |
Exhibit 99.1 Babylon Reports Another Strong Quarter Ahead of Consensus Estimates with Revenue Growth of 3.9x and 45 ppts Adjusted EBITDA Margin Improvement ?Third quarter revenue grew 3.9x year-over-year to $288.9 million ?U.S. value-based care members grew by 171% year-over-year, including 285% growth in Medicare membership ?Adjusted EBITDA Margin of (18.8)% for the quarter (equivalent to $(18.1) |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.0000422573245084686 (Title of Class of Securities) G07031100 (CUSIP Number) Anders F. B?rjesson c/o VNV (Cyprus) Limited 1, Lampousas Street, 1095 Nicosia, Cyprus +46 8 545 01 |
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| November 10, 2022 |
EX-99.2 3 q322earningsreleaseslide.htm EX-99.2 1 Q3 2022 Earnings November 2022 Putting an accessible and affordable quality health service in the hands of every person on Earth Disclaimer Use of Non-IFRS Financial Measures This presentation includes certain financial measures to evaluate Babylon’s historical and projected financial and operating performance, and measures calculated based on these |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 United States (Address of principal executive office) Indicat |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mar |
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| November 9, 2022 |
Babylon Announces 1-for-25 Reverse Share Split EX-99.1 2 tm2230055d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Babylon Announces 1-for-25 Reverse Share Split AUSTIN, Texas & LONDON, UK-(BUSINESS WIRE)- Babylon (NYSE: BBLN) (“Babylon'') today announced that it is proceeding with a 1-for-25 reverse share split (the “Reverse Share Split") of its Class A ordinary shares, par value $0.0000422573245084686 per share (the “Class A Ordinary Shares”). The Rev |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mar |
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| October 28, 2022 |
BBLN / Babylon Holdings Limited - Class A / Parsadoust Ali - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Babylon Holdings Limited (Name of Issuer) Class A Ordinary Shares, par value $ 0.0000422573245084686 per share (Title of Class of Securities) G07031100 (CUSIP Number) Ali Parsadoust 1 Knightsbridge Green London, SW1X 7QA United Kingdom +44 (0) 20 7100 07 |
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| October 28, 2022 |
Exhibit 2 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| October 18, 2022 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement? is entered into on October 16, 2022, by and between BABYLON HOLDINGS LIMITED, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the ?Company?), and the undersigned subscriber (?Subscriber?). WHEREAS, Subscriber desires to subscribe for and purchase from the |
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| October 18, 2022 |
Babylon Announces Private Placement Financing EX-99.1 3 tm2227657d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Babylon Announces Private Placement Financing AUSTIN, Texas & LONDON, UK-(BUSINESS WIRE)- Babylon (NYSE: BBLN) (“Babylon'' or the “Company”) today announced that it has agreed to sell an aggregate of 145,885,760 (prior to rounding of fractional shares) of its Class A ordinary shares to certain institutional and other accredited investors (t |
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| October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark |
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| October 18, 2022 |
Babylon Receives $80 Million in Total Subscriptions for Private Placement Financing EX-99.2 4 tm2227657d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Babylon Receives $80 Million in Total Subscriptions for Private Placement Financing AUSTIN, Texas & LONDON, UK-(BUSINESS WIRE)- Babylon (NYSE: BBLN) (“Babylon'' or the “Company”) today announced that it has received its Board of Directors’ authorized maximum of $80 million in total subscriptions (the “Subscriptions”) from institutional and |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark |
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| October 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark |
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| October 12, 2022 |
EX-99.1 2 tm2227657d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Babylon Announces Planned Sale of IPA Assets in Early 2023, Expected to Provide Sufficient Capital Through Profitability ● Babylon intends to sell its Independent Physician Association (IPA) business in California, including Meritage Medical Network, which it grew from $111m in 2021 revenue to over $400m in estimated 2022 revenue ● Proceeds |
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| September 22, 2022 |
EX-99.1 2 tm2226349d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Babylon Receives Share Price Notice from the New York Stock Exchange (NYSE) and has Secured Shareholder Approval to Implement a Reverse Share Split to Rectify the Matter AUSTIN, TEXAS and LONDON – September 22, 2022 (BUSINESS WIRE) – Babylon (NYSE:BBLN) (“Babylon”), today announced that on September 15, 2022, it received notice from the New |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check ma |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check ma |
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| August 23, 2022 |
Babylon Appoints David Humphreys as Chief Financial Officer EX-99.1 2 tm2224360d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Babylon Appoints David Humphreys as Chief Financial Officer AUSTIN, TEXAS and LONDON, UK - August 23, 2022 - Babylon Holdings Limited (NYSE:BBLN) (“Babylon” or the “Company”), one of the world’s fastest growing digital healthcare companies, announces that David Humphreys will be appointed as the Company’s new Chief Financial O |
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| August 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark |
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| August 19, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) ?Registration No. 333-260911 Prospectus Supplement No. 4 (to Prospectus dated April 29, 2022) UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated April 29, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of |
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| August 19, 2022 |
3,420,489 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED 424B3 1 tm2224155d2424b3.htm 424B3 File Pursuant to Rule 424(b)(3) Registration No. 333-264594 Prospectus Supplement No. 4 (to Prospectus dated May 6, 2022) 3,420,489 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this “prospectus supplement”) amends and supplements the prospectus dated May 6, 2022 (as supplemented or amended from time to time, the “Prospectus”) wh |
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| August 18, 2022 |
EX-99.1 2 exhibit991-interimfinancia.htm EX-99.1 Exhibit 99.1 Babylon Holdings Limited Condensed Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended June 30, 2022 INDEX TO FINANCIAL STATEMENTS Babylon Holdings Limited Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statement of Profit and Loss and Other Comprehensive Loss for the three an |
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| August 18, 2022 |
6-K 1 q22022-6xkfacingsheet.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 United States (Address of p |
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| August 18, 2022 |
EX-99.2 3 exhibit992-mdaq22022.htm EX-99.2 Exhibit 99.2 BABYLON HOLDINGS LIMITED Management Discussion and Analysis (“MD&A”) For the Three and Six Months Ended June 30, 2022 Preliminary Note The following Management’s Discussion and Analysis (“MD&A”), prepared as of August 18, 2022, should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of Babylon Holdings Lim |
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| August 9, 2022 |
Exhibit 99.2 1 Q2 2022 Earnings August 2022 Putting an accessible and affordable quality health service in the hands of every person on Earth Disclaimer Use of Non-IFRS Financial Measures This presentation includes certain financial measures to evaluate Babylon?s historical and projected financial and operating performance, and measures calculated based on these measures, including Adjusted EBITDA |
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| August 9, 2022 |
Babylon Again Delivers Strong Performance with Record Margins for Second Quarter 2022 Exhibit 99.1 Babylon Again Delivers Strong Performance with Record Margins for Second Quarter 2022 ? Second quarter revenue grew 4.6x year-over-year to $265.4 million ? U.S. value-based care members grew by 220% year-over-year ? Adjusted EBITDA Margin of (25.9)% for the quarter, a 60% improvement year-over-year ? Reiterating full year 2022 revenue guidance of $1.0 billion or greater and reiteratin |
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| August 9, 2022 |
6-K 1 tm2222616d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 United States (Address of prin |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark |
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| July 28, 2022 |
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION EX-99.1 2 tm2219854d2ex99-1.htm EX-99.1 Exhibit 99.1 Notice of the 2022 Annual General Meeting of Shareholders THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the contents of this document, you should immediately consult an appropriately authorized independent financial adviser in your jurisdiction. If you have sold or otherwise transferred all of yo |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark wh |
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| July 28, 2022 |
Exhibit 99.2 01 - Ali Parsadoust 04 - Georgi Ganev 02 - Mohannad AlBlehed 05 - Mairi Johnson 03 - Per Brilioth 06 - David Warren For Against Abstain For Against Abstain For Against Abstain 62BM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03O9XC + + Proposals ? The Board of Directors recommend a vote FOR all the nomine |
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| July 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark wh |
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| July 6, 2022 |
Babylon announces cost reduction actions to accelerate path to profitability Exhibit 99.1 July 6, 2022 Babylon announces cost reduction actions to accelerate path to profitability ? Actions are expected to generate savings of up to $100m per year ? Revenue guidance is reiterated at $1bn or greater for 2022 AUSTIN, Texas & LONDON-July 6, 2022 (BUSINESS WIRE)- Babylon Holdings Limited (NYSE: BBLN) (?Babylon? or the ?Company?), one of the world?s fastest growing digital healt |
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| June 27, 2022 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED WARRANTS The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of warrants, each exercisable for one Class A ordinary share of common stock (the "Warrants") of Babylon Holdin |
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| June 23, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) Registration No. 333-260911 Prospectus Supplement No. 3 (to Prospectus dated April 29, 2022) UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated April 29, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of o |
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| June 23, 2022 |
Exhibit 99.1 News Release Babylon Holdings Limited Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants Austin, Texas & LONDON, UK ? June 23, 2022 - (BUSINESS WIRE) - Babylon Holdings Limited (NYSE: BBLN) (?Babylon? or the ?Company?) today announced the completion of its previously announced exchange offer (the ?Exc |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark wh |
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| June 23, 2022 |
3,420,489 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) ?Registration No. 333-264594 Prospectus Supplement No. 3 (to Prospectus dated May 6, 2022) 3,420,489 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated May 6, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of our Registrati |
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| June 23, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this ?Amendment?) is made as of June 23, 2022, by and between Babylon Holdings Limited, a company incorporated in Jersey under registration number 115471 (the ?Company?), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agen |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark wh |
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| June 21, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) Registration No. 333-260911 Prospectus Supplement No. 2 (to Prospectus dated April 29, 2022) UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated April 29, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of o |
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| June 21, 2022 |
SC TO-I/A 1 tm2215792d2sctoi.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) BABYLON HOLDINGS LIMITED (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Class A Ordinary Shares (Title of Class of Securities) G0703 |
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| June 21, 2022 |
EX-99.1 2 tm2218777d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release Babylon Holdings Limited Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants Austin, Texas & London, UK – June 21, 2022 - (BUSINESS WIRE) - Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the “Company”) announced today the expiration and results of its previously announced ex |
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| June 21, 2022 |
425 1 tm2218777d3425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive offi |
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| June 21, 2022 |
Exhibit 99.1 News Release Babylon Holdings Limited Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants Austin, Texas & London, UK ? June 21, 2022 - (BUSINESS WIRE) - Babylon Holdings Limited (NYSE: BBLN) (?Babylon? or the ?Company?) announced today the expiration and results of its previously announced exchange offer (the ?Exchange Offer?) and conse |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2022 Commission File Number: 001-40952 Babylon Holdings Limited 2500 Bee Cave Road Building 1 - Suite 400 Austin, TX 78746 (Address of principal executive office) Indicate by check mark wh |
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| June 21, 2022 |
3,420,489 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) Registration No. 333-264594 Prospectus Supplement No. 2 (to Prospectus dated May 6, 2022) 3,420,489 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated May 6, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of our Registratio |
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| June 17, 2022 |
424B3 1 tm2215095-4424b3.htm 424B3 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265128 PROSPECTUS/OFFER TO EXCHANGE BABYLON HOLDINGS LIMITED Offer to Exchange Warrants to Acquire Class A Ordinary Shares of Babylon Holdings Limited for Class A Ordinary Shares of Babylon Holdings Limited and Consent Solicitation THE OFFER PERIOD (AS DEFINED BELOW) AND WITHDRAWA |
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| June 15, 2022 |
BABYLON HOLDINGS LIMITED 1 Knightsbridge Green London, SW1X 7QA United Kingdom June 15, 2022 BABYLON HOLDINGS LIMITED 1 Knightsbridge Green London, SW1X 7QA United Kingdom June 15, 2022 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 25, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* Under the Securities Exchange Act of 1934 (Amendment No. 1) Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.0000422573245084686 (Title of Class of Securities) G07031100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| May 23, 2022 |
6-K 1 tm2215779d56k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office |
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| May 23, 2022 |
Exhibit 99.1 1 Capital Markets Day 23 May 2022 Putting an accessible and affordable quality health service in the hands of every person on Earth Disclaimer Use of Non-IFRS Financial Measures This presentation includes certain financial measures to evaluate Babylon’s projected financial and operating performance, and measures calculated based on these measures, including Adjusted EBITDA, Adjusted EBIT |
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| May 20, 2022 |
Exhibit 99.1 News Release Babylon Holdings Limited Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants PALO ALTO, Calif. & LONDON, UK – May 20, 2022 - (BUSINESS WIRE) - Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the “Company”) today announced that it has commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relat |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) Indicate by check mark whether |
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| May 20, 2022 |
Exhibit 99.3 BABYLON HOLDINGS LIMITED Management Discussion and Analysis (“MD&A”) For the Three Months Ended March 31, 2022 Preliminary Note The following Management’s Discussion and Analysis (“MD&A”), prepared as of May 20, 2022, should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of Babylon Holdings Limited (“Babylon” or “the Company”) for the three month |
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| May 20, 2022 |
Form of Notice of Guaranteed Delivery EX-99.2 8 bbln-20220331xex99d2.htm EXHIBIT 99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF BABYLON HOLDINGS LIMITED Pursuant to the Prospectus/Offer to Exchange dated May 20, 2022 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have definitions set forth in the Prospectus/Offer to Exchange dated May 20, 2022. This Notice of Guarante |
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| May 20, 2022 |
EX-99.1 2 tm2215779d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release Babylon Holdings Limited Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants PALO ALTO, Calif. & LONDON, UK – May 20, 2022 - (BUSINESS WIRE) - Babylon Holdings Limited (NYSE: BBLN) (“Babylon” or the “Company”) today announced that it has commenced an exchange offer (the “Offer”) and consent so |
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| May 20, 2022 |
SC TO-I 1 tm2215792d1sctoi.htm SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BABYLON HOLDINGS LIMITED (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Class A Ordinary Shares (Title of Class of Securities) G07031118 (CUSIP Number of |
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| May 20, 2022 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Table SC TO-I (Form Type) BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of filing fee Fees to Be Paid $ 4,221,910. |
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| May 20, 2022 |
Form of Letter of Transmittal and Consent EX-99.1 7 bbln-20220331xex99d1.htm EXHIBIT 99.1 Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Class A Ordinary Shares of Babylon Holdings Limited for Class A Ordinary Shares of Babylon Holdings Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT (END OF DAY), EASTERN STANDARD TIM |
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| May 20, 2022 |
Calculation of Filing Fee Tables Exhibit 107 ? Calculation of Filing Fee Table ? Form F-4 (Form Type) ? BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) ? Table 1: Newly Registered Securities ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price (2) (4) Fee Rate Amount of Registration Fee Fees to Be Paid ? Equity ? Class A ordinary shares, par value $0. |
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| May 20, 2022 |
3,420,489 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) ?Registration No. 333-264594 Prospectus Supplement No. 1 (to Prospectus dated May 6, 2022) 3,420,489 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated May 6, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of our Registrati |
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| May 20, 2022 |
Exhibit 99.3 BABYLON HOLDINGS LIMITED Management Discussion and Analysis (?MD&A?) For the Three Months Ended March 31, 2022 Preliminary Note The following Management?s Discussion and Analysis (?MD&A?), prepared as of May 20, 2022, should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of Babylon Holdings Limited (?Babylon? or ?the Company?) for the three month |
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| May 20, 2022 |
Exhibit 99.2 Babylon Holdings Limited Condensed Consolidated Financial Statements (Unaudited) For the Three Months Ended March 31, 2022 INDEX TO FINANCIAL STATEMENTS Babylon Holdings Limited Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statement of Profit and Loss and Other Comprehensive Loss for the three months ended March 31, 2022 and 2021 (Unaudited) F-2 Conde |
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| May 20, 2022 |
Exhibit 10.15 ? TENDER AND SUPPORT AGREEMENT ? TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of May 19, 2022, by and among Babylon Holdings Limited, a company incorporated in Jersey under registration number 115471 (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Warrant Holders,? and each a ?Warrant Holder?). ? WITNESSETH: ? WHEREAS, as of the d |
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| May 20, 2022 |
As filed with the Securities and Exchange Commission on May 20, 2022 Table of Contents As filed with the Securities and Exchange Commission on May 20, 2022 Registration No. |
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| May 20, 2022 |
Exhibit 99.2 Babylon Holdings Limited Condensed Consolidated Financial Statements (Unaudited) For the Three Months Ended March 31, 2022 INDEX TO FINANCIAL STATEMENTS Babylon Holdings Limited Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statement of Profit and Loss and Other Comprehensive Loss for the three months ended March 31, 2022 and 2021 (Unaudited) F-2 Conde |
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| May 20, 2022 |
Form of Dealer Manager Agreement ? Exhibit 10.14 Babylon Holdings Limited Dealer Manager and Solicitation Agent Agreement (the ?Agreement?) New York, New York May 20, 2022 BofA Securities, Inc., as Dealer Manager c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Babylon Holdings Limited, a public company incorporated under the laws of the Bailiwick of Jersey, Channel Islands (the ?Company? o |
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| May 20, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED File Pursuant to Rule 424(b)(3) Registration No. 333-260911 Prospectus Supplement No. 1 (to Prospectus dated April 29, 2022) UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement (this ?prospectus supplement?) amends and supplements the prospectus dated April 29, 2022 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of o |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) Indicate by check mark whether |
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| May 12, 2022 |
Exhibit 99.1 Babylon Delivers Massive Growth and Adjusted EBITDA Margin Improvement in the First Quarter of 2022 and Raises 2022 Revenue Guidance ? First quarter 2022 revenue grew over 3.5x year-over-year to $266 million ? Increasing 2022 guidance for revenue to $1.0 billion or greater and updating Adjusted EBITDA guidance ? Adjusted EBITDA Margin of (27)% for the quarter, ahead of previous full-y |
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| May 12, 2022 |
6-K 1 tm2215083d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office |
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| May 12, 2022 |
EX-99.2 3 tm2215083d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 1 Q1 2022 Earnings May 2022 Putting an accessible and affordable quality health service in the hands of every person on Earth Disclaimer Use of Non-IFRS Financial Measures This presentation includes certain financial measures to evaluate Babylon’s projected financial and operating performance, and measures calculated based on these measures |
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| May 9, 2022 |
3,420,489 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED 424B3 1 tm2211616-4424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-264594 PROSPECTUS 3,420,489 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED We are registering for resale from time to time up to an aggregate of 3,420,489 Class A ordinary shares (“Class A Ordinary Shares”) by the shareholders named herein (the “Registered Holders”), including (i) 3,4 |
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| May 4, 2022 |
Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA May 4, 2022 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA May 4, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 3, 2022 |
Exhibit 99.1 1 Babylon 2022 Investor Meetings May 2022 Disclaimer Use of Non-IFRS Financial Measures This presentation includes certain financial measures to evaluate Babylon?s projected financial and operating performance, and measures calculated based on these measures, including Adjusted EBITDA and Adjusted EBITDA margin, that are not prepared in accordance with IFRS. EBITDA is defined as profi |
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| May 3, 2022 |
6-K 1 tm2214208d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office |
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| May 3, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-260911? PROSPECTUS UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED ? Our Class A ordinary shares, $0.0000422573245084686 par value per share (?Class A Ordinary Shares? or ?ordinary shares?) are currently traded on the New York Stock Exchange (?NYSE?) under the symbol ?BBLN.? Our warrants trade on the N |
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| April 29, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 29, 2022 Registration No. |
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| April 29, 2022 |
EX-FILING FEES 4 bbln-20211231xexfilingfees.htm EX-FILING FEES Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM F-1 (Form Type) Babylon Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price F |
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| April 28, 2022 |
As filed with the Securities and Exchange Commission on April 28, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 28, 2022 Registration No. |
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| April 6, 2022 |
Note Certificates for Additional Notes due 2026 NOTE CERTIFICATE [Face of Certificate] THE NOTES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U. |
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| April 6, 2022 |
Amended and Restated Warrant Instrument EX-4.2 3 exhibit42.htm EX-4.2 AMENDED AND RESTATED WARRANT INSTRUMENT 4 NOVEMBER 2021 AND AMENDED AND RESTATED ON 31 MARCH 2022 BABYLON HOLDINGS LIMITED Allen & Overy LLP 0132959-0000007 UKO3: 2004389184.1 CONTENTS Clause Page 1. Interpretation 3 2. Constitution, Grant and Form of Warrants and Register 7 3. Exercise of Subscription Entitlement 8 4. Lapse of Subscription Entitlement 9 5. Procedures |
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| April 6, 2022 |
6-K 1 form6-k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) Indicat |
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| March 30, 2022 |
EX-4.4 4 exhibit44-secondamendedand.htm EX-4.4 Execution Version SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 29, 2021, by and among higi SH Holdings Inc., a Delaware corporation (the “Company”), Babylon Holdings Limited, a company incorporated under the Companies (Jersey) Law |
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| March 30, 2022 |
Description of Securities of the Registrant. EX-2.1 3 exhibit21-descriptionofsec.htm EX-2.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Amended and Restated Memorandum and Articles of Association (the “Babylon Articles |
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| March 30, 2022 |
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 12.2 CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002 I, Charlie Steel, certify that: 1.I have reviewed this annual report on Form 20-F of Babylon Holdings Limited; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under |
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| March 30, 2022 |
Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Babylon Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 (the “Report”), I, Charlie Steel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §9 |
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| March 30, 2022 |
Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Babylon Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 (the “Report”), I, Ali Parsadoust, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § |
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| March 30, 2022 |
Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002 I, Ali Parsadoust, certify that: 1.I have reviewed this annual report on Form 20-F of Babylon Holdings Limited; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 30, 2022 POS EX 1 tm2210408-1posex.htm POS EX As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. 333-260911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BABYLON HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) Bailiwick of |
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| March 30, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| March 30, 2022 |
Final THE COMPANIES (JERSEY) LAW 1991 A COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BABYLON HOLDINGS LIMITED (COMPANY NUMBER: 115471) (Adopted by special resolution passed on 3 June 2021 and effective on 21 October 2021) 0132959-0000007 UKO3: 2002717204. |
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| March 30, 2022 |
BABYLON HOLDINGS LIMITED 2021 EQUITY INCENTIVE PLAN WITH NON-EMPLOYEE SUB-PLAN ADOPTED BY THE BOARD OF DIRECTORS 6 AUGUST 2021 APPROVED BY THE COMPANY?S SHAREHOLDERS: 29 SEPTEMBER 2021 APPROVED BY THE SPAC COUNTERPARTY?S SHAREHOLDERS: 20 OCTOBER 2021 EFFECTIVE DATE: 21 OCTOBER 2021 TABLE OF CONTENTS Page 1. |
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| March 30, 2022 |
Lease of 2500 Bee Cave Road, Rollingwood, Texas 78746 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (?Sublease?) is made as of this 1st day of November, 2021 (the ?Effective Date?), by and between TEXAS EZPAWN L. |
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| March 30, 2022 |
Consent of KPMG LLP, independent registered accounting firm for Babylon Holdings Limited. Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-261806 and No. 333-263632) on Form S-8 of our report dated March 30, 2022, with respect to the consolidated financial statements of Babylon Holdings Limited. /s/ KPMG LLP London, United Kingdom March 30, 2022 |
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| March 30, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED 424B3 1 tm2210407-1424b3.htm 424B3 TABLE OF CONTENTS File Pursuant to Rule 424(b)(3) Registration No. 333-260911 Prospectus Supplement No. 2 (to Prospectus dated November 30, 2021) UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED This prospectus supplement updates and supplements the prospectus dated November 30, 2021 (as supplemented or amended from time to time, the “Prosp |
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| March 17, 2022 |
Calculation of Filing Fee Table EX-FILING FEES 4 d289372dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) BABYLON HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Title of Securities to be Registered Amount to be Registered(4) Proposed Maximum Offering Price Per Share(5) Proposed Maximum Aggregate Offering Price(5) Amount of Regist |
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| March 17, 2022 |
As filed with the Securities and Exchange Commission on March 17, 2022 As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. |
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| March 10, 2022 |
6-K 1 d317408d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of March 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) |
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| March 10, 2022 |
Exhibit 99.1 Babylon Delivers Four-Fold Revenue Growth in 2021 and On Track to Meet Three-Fold 2022 Revenue Growth to up to $1 Billion • 2021 revenue grew over four times year-over-year to $323 million • Monthly revenue in January 2022 exceeded $80 million • Guidance for 2022 revenue to grow again almost another three times to $900 million to $1 billion • Significant operational leverage, with Adj |
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| February 16, 2022 |
6-K 1 d285251d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of February 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive offi |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* Under the Securities Exchange Act of 1934 Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.0000422573245084686 (Title of Class of Securities) G07031100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2022 |
BBLN / Babylon Holdings Limited - Class A / PUBLIC INVESTMENT FUND - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment )* Babylon Holdings Limited (Name of Issuer) Class A ordinary shares, $0.0000422573245084686 par value per share (Title of Class of Securities) G07031 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of February 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) Indicate by check mark whe |
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| February 3, 2022 |
UP TO 370,530,280 CLASS A ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-260911 Prospectus Supplement No. 1 (to Prospectus dated November 30, 2021) UP TO 370,530,280 CLASS A ORDINARY SHARES This prospectus supplement updates and supplements the prospectus dated November 30, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-260911). This prospectus supplement |
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| January 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) Indicate by check mark whet |
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| January 14, 2022 |
Exhibit 99.1 Babylon again delivers significant growth to reach over 440,000 managed lives globally, after signing new US value-based care agreements - Babylon January 2022 revenue grows significantly to over $80m - Babylon also increases full year 2022 revenue guidance to between $900m and $1 billion - 88,000 new full value based care members added organically through the signing of new agreement |
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| January 13, 2022 |
EX-99.1 2 d293237dex991.htm EX-99.1 JP Morgan Healthcare Conference Investor Presentation January 13, 2022 Putting an accessible and affordable quality health service in the hands of every person on Earth Exhibit 99.1 Additional information and where to find it Babylon Holdings Limited is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the “E |
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| January 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) Indicate by check mark whet |
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| January 5, 2022 |
6-K 1 d247684d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2022 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive offic |
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| January 5, 2022 |
Exhibit 99.1 Babylon Acquires Higi to Extend its Digital-First Healthcare Platform to Millions of People in the U.S. PALO ALTO, CA ? Babylon (NYSE: BBLN) today announced the closing on December 31, 2021 of its acquisition of Higi SH Holdings Inc. (?Higi?) ? a consumer health engagement company. Combining Babylon?s highly-scalable technology platform with Higi?s remote monitoring capabilities ? via |
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| December 29, 2021 |
Exhibit 4.1 EXECUTION VERSION Dated 23 December 2021 BABYLON HOLDINGS LIMITED as Issuer - and ? THE ENTITIES LISTED HEREIN AS NOTE SUBSCRIBERS as Note Subscribers Up to US$100,000,000 Notes due 2026 (to be consolidated and form a single series with the US$200,000,000 Notes due 2026 issued on 4 November 2021) NOTE SUBSCRIPTION AGREEMENT WE OPERATE IN THE UK AND ITALY AS SHEARMAN & STERLING (LONDON) |
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| December 29, 2021 |
6-K 1 d215417d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2021 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive office) I |
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| December 21, 2021 |
As filed with the Securities and Exchange Commission on December 21, 2021 As filed with the Securities and Exchange Commission on December 21, 2021 Registration No. |
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| November 30, 2021 |
UP TO 370,530,280 CLASS A ORDINARY SHARES BABYLON HOLDINGS LIMITED 424B4 1 d225015d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration File No. 333-260911 PROSPECTUS UP TO 370,530,280 CLASS A ORDINARY SHARES OF BABYLON HOLDINGS LIMITED Our Class A ordinary shares, or ordinary shares, are currently traded on the New York Stock Exchange (“NYSE”) under the symbol “BBLN.” Our warrants trade on the NYSE under the symbol “BBLN.W.” Our ordina |
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| November 24, 2021 |
November 24, 2021 Via EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Davis Re: Babylon Holdings Limited Registration Statement on Form F-1 Filed November 9, 2021 File No. 333- 260911 Acceleration Request Requested Date: November 30, 2021 Requested Time: 4:05 P.M. Eastern Time Ladies and Gentlemen: Pursuant to |
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| November 12, 2021 |
6-K 1 d235813d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2021 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive offi |
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| November 12, 2021 |
Babylon Delivers Strong Third Quarter 2021 Operational and Financial Results Exhibit 99.1 Babylon Delivers Strong Third Quarter 2021 Operational and Financial Results ? Third quarter 2021 revenue grew 371% year-over-year to $74.5 million ? Signed contracts in H2 2021 in the US and UK added approximately 135,000 value-based care members ? Total contracts exceed $60 million monthly run-rate revenue once fully launched ? Contracted to serve, by the beginning of 2022, over 24 |
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| November 9, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on November 9 , 2021 Registration No. |
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| November 9, 2021 |
Exhibit 4.6 EXECUTION VERSION WARRANT INSTRUMENT 4 NOVEMBER 2021 BABYLON HOLDINGS LIMITED Allen & Overy LLP CONTENTS Clause Page 1. Interpretation 1 2. Constitution, Grant and Form of Warrants and Register 5 3. Exercise of Subscription Entitlement 6 4. Lapse of Subscription Entitlement 6 5. Procedures on an Exercise Event 6 6. Issue of Warrant Shares 8 7. Cash Redemption 9 8. Adjustment of Subscri |
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| November 9, 2021 |
EX-4.7 4 d225015dex47.htm EX-4.7 Exhibit 4.7 NOTE CERTIFICATE [Face of Certificate] THE NOTES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NOTES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMEN |
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| November 9, 2021 |
List of Subsidiaries of Babylon Holdings Limited. Exhibit 21.1 Babylon Holdings Limited Subsidiaries Babylon Healthcare Services Limited, a U.K. company Babylon International Limited, a U.K. company Babylon Partners Limited, a U.K. company Babylon Inc., a U.S. company incorporated in DE Babylon Acquisition Corp., a U.S. company incorporated in DE Babylon Rwanda Limited, a Rwandan company Health Innovator Inc., a U.S. company incorporated in DE Ba |
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| November 9, 2021 |
Note Subscription Agreement among Babylon Holdings Limited and certain subscribers Exhibit 4.5 SHEARMAN & STERLING EXECUTION VERSION Dated 8 October 2021 BABYLON HOLDINGS LIMITED as Issuer - and – THE ENTITIES LISTED HEREIN AS NOTE SUBSCRIBERS as Note Subscribers Up to US$200,000,000 NOTE SUBSCRIPTION AGREEMENT WE OPERATE IN THE UK AND ITALY AS SHEARMAN & STERLING (LONDON) LLP, A LIMITED LIABILITY PARTNERSHIP ORGANISED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE |
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| November 2, 2021 |
SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Babylon Holdings Limited (Name of Issuer) Class A Ordinary Shares, par value $ 0.0000422573245084686 per share (Title of Class of Securities) G07031 100 (CUSIP Number) Ali Parsadoust 1 Knightsbridge Green London, SW1X 7QA United Kingdom + 44 (0) 20 7100 0762 (Na |
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| October 21, 2021 |
Exhibit 99.1 Babylon, one of the world?s fastest-growing digital healthcare companies, to begin trading on the New York Stock Exchange under the ticker BBLN PALO ALTO, CA & LONDON, UK ? 21 October 2021? Babylon Holdings Limited (?Babylon?), one of the world?s fastest-growing digital healthcare companies, today announced that it has completed its business combination with Alkuri Global Acquisition |
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| October 21, 2021 |
Form 8-A filed on October 21, 2021. 8-A12B 1 d200658d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Babylon Holdings Limited (Exact name of Registrant as specified in its charter) Bailiwick of Jersey, Channel Islands Not Applicable (State of incorporation or orga |
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| October 21, 2021 |
6-K 1 d231170d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2021 Commission File Number: 001-40952 Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom (Address of principal executive offices) I |
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| October 18, 2021 |
425 1 d215816d425.htm 425 Filed by Babylon Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257694 Subject Company: Alkuri Global Acquisition Corp. (Commission File No. 001-40011) Important Share Information—UK Long-term Incentive Plan (strictly private and confidential) |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2021 ALKURI GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40011 85-4768339 (State or other jurisdiction of incorporation) (Co |
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| October 8, 2021 |
Babylon Secures New $200m Sustainability-Linked Investment to Fuel Rapid Growth Plan Filed by Babylon Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No. |
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| September 30, 2021 |
Table of Contents Filed Pursuant to Rule 424B3 Registration File No. 333-257694 PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF ALKURI GLOBAL ACQUISITION CORP. PROSPECTUS FOR UP TO 43,125,000 CLASS A ORDINARY SHARES AND 14,558,333 WARRANTS OF BABYLON HOLDINGS LIMITED The board of directors of Alkuri Global Acquisition Corp., a Delaware corporation (?Alkuri?), has |
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| September 28, 2021 |
Babylon Appoints Stock Exchange Veteran as New Board Member Ahead of Public Listing 425 1 d211272d425.htm 425 Filed by Babylon Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257694 Subject Company: Alkuri Global Acquisition Corp. (Commission File No. 001-40011) Babylon Appoints Stock Exchange Veteran as New Board Member Ahead of Public Listing Palo Alt |
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| September 28, 2021 |
September 28, 2021 Via EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary Guttenberg Ibolya Ignat Irene Paik Kevin Vaughn Re: Babylon Holdings Limited Registration Statement on Form F-4 Filed July 2, 2021 File No. 333- 257694 Acceleration Request Requested Date: September 30, 2021 Requested Time: 4:05 P.M. Eastern T |
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| September 27, 2021 |
The Registrant’s 2021 Equity Incentive Plan with Non-Employee Sub-Plan F-4/A 1 d139720df4a.htm F-4/A Table of Contents As filed with the Securities and Exchange Commission on September 27, 2021 Registration No. 333-257694 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BABYLON HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Bailiwick of |
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| September 27, 2021 |
EX-4.4 2 d139720dex44.htm EX-4.4 Exhibit 4.4 WARRANT ASSUMPTION AND AMENDMENT AGREEMENT (this “Assumption Agreement”) dated as of [•] [•], 2021 among Babylon Holdings Limited, a company organized under the laws of the Bailiwick of Jersey with registered number 115471 (“Parent”), Alkuri Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, |
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| September 27, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212. |
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| September 22, 2021 |
September 22, 2021 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3720 Attn: Gary Guttenberg Ibolya Ignat Irene Paik Kevin Vaughn Re: Babylon Holdings Limited Amendment No. 3 to Registration Statement on Form F-4 Filed September 15, 2021 File No. 333-257694 Ladies and Gentlemen: On behalf of Babylon Holdin |
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| September 15, 2021 |
EX-10.11 11 d139720dex1011.htm EX-10.11 Exhibit 10.11 [TO BE UPDATED PER DIRECTOR OR OFFICER] DATED 20 BABYLON HOLDINGS LIMITED AND [NAME OF DIRECTOR] DIRECTOR INDEMNIFICATION AGREEMENT 1 REF: JH/TF/J44759 1 INTERPRETATION 3 2 INDEMNITY 4 3 ADVANCE PAYMENTS 4 4 LIMITATION OF INDEMNITY 5 5 NOTIFICATION AND CONDUCT OF CLAIMS 5 6 OTHER RIGHTS OF INDEMNITY OR RECOVERY 6 7 SEVERABILITY 6 8 ASSIGNMENT 7 |
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| September 15, 2021 |
Form of Warrant Assumption Agreement. Exhibit 4.4 ASSUMPTION AGREEMENT dated as of [•] [•], 2021 among Babylon Holdings Limited, a company organized under the laws of the Bailiwick of Jersey with registered number 115471 (“Parent”), Alkuri Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New |
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| September 15, 2021 |
Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS A ORDINARY SHARES CLASS A ORDINARY SHARES NOMINAL VALUE $0.00004225732450846 BABYLON HOLDINGS LIMITED INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES WITH COMPANY NUMBER XXXXXXXX THIS CERTIFIES THAT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP xxxxxx xx x SHARES * * 000000* * * * * * * * * * * * * * * * * * * * * 000000* * * * * * |
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| September 15, 2021 |
Exhibit 10.13 Execution version TERMS AND CONDITIONS FOR BABYLON HOLDINGS LIMITED USD 50,000,000 SENIOR UNSECURED FIXED RATE BONDS 2021/2022 ISIN: NO0011074593 LEI: 549300613X6447C00597 Issue Date: 18 August 2021 SELLING RESTRICTIONS No action is being taken that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of this document or any oth |
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| September 15, 2021 |
List of Subsidiaries of Babylon Holdings Limited. Exhibit 21.1 Babylon Holdings Limited Subsidiaries Babylon Healthcare Services Limited, a U.K. company Babylon International Limited, a U.K. company Babylon Partners Limited, a U.K. company Babylon Inc., a U.S. company incorporated in DE Babylon Acquisition Corp., a U.S. company incorporated in DE Babylon Rwanda Limited, A Rwandan company Health Innovator Inc., a U.S. company incorporated in DE Ba |
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| September 15, 2021 |
Exhibit 4.3 WARRANT AGREEMENT ARK GLOBAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021, is by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHE |
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| September 15, 2021 |
Specimen Warrant Certificate of Babylon Holdings Limited Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ARK GLOBAL ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered h |
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| September 15, 2021 |
425 1 d247382d425.htm 425 Filed by Babylon Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257694 Subject Company: Alkuri Global Acquisition Corp. (Commission File No. 001-40011) Babylon Delivers Exceptional H1 2021 Operational and Financial Results and Reaffirms Growth |
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| September 15, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212. |
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| September 15, 2021 |
Consent to be Named as a Director Nominee. EX-99.2 18 d139720dex992.htm EX-99.2 Exhibit 99.2 Consent to be Named as a Director Nominee Consent to be Named as a Director Nominee in connection with the filing by Babylon Holdings Limited of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securit |
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| September 15, 2021 |
Filed by Babylon Holdings Limited pursuant to 425 1 d169363d425.htm 425 Filed by Babylon Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257694 Subject Company: Alkuri Global Acquisition Corp. (Commission File No. 001-40011) Investor Presentation September 2021 Disclaimer Additional information and where to find it |
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| September 15, 2021 |
Exhibit 99.1 FOR THE SPECIAL MEETING OF ALKURI GLOBAL ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Richard Williams and Stephen Krenzer (the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote all of the shares of common stock of Alkuri Global Acquisition Corp. (the “Company” or “Alkuri”) t |
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| September 15, 2021 |
Amended and Restated Memorandum and Articles of Association of the Registrant F-4/A 1 d139720df4a.htm F-4/A Table of Contents As filed with the Securities and Exchange Commission on September 15, 2021 Registration No. 333-257694 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BABYLON HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Bailiwick of |
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| September 15, 2021 |
Exhibit 2.2 Execution AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 5, 2021, among the parties on the signature pages hereto, and amends and restates the Original Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the part |
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| September 15, 2021 |
Exhibit 2.3 June 2, 2021 Each of the undersigned stockholders of higi SH Holdings Inc. (the ?Company?) (each, a ?Stockholder? and collectively, the ?Stockholders?) Ladies & Gentlemen: Reference is made to the (a) form of Amended and Restated Agreement and Plan of Merger by and between the Company and Babylon Holdings Limited (?Babylon?) (the ?Acquisition Option Agreement?) dated as of March 5, 202 |
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| September 8, 2021 |
425 Filed by Alkuri Global Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Babylon Holdings Limited Commission File No.: 333-257694 PRESS RELEASE Babylon gives millions more Rwandans access to digital-first healthcare in next step towards digitising Rwanda’s healthcare system |
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| August 24, 2021 |
As filed with the Securities and Exchange Commission on August 24, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 24, 2021 Registration No. |
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| August 24, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212. |
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| August 9, 2021 |
Lease of 1 Knightsbridge Green, London SW1. EX-10.7 2 d139720dex107.htm EX-10.7 Exhibit 10.7 DATED 10 May 2002 THE PRUDENTIAL ASSURANCE COMPANY LIMITED -and- J WALTER THOMPSON GROUP LIMITED -and- WPP GROUP (UK) LIMITED LEASE -of- LEVEL 1, 1 KNIGHTSBRIDGE GREEN, LONDON SW1 Term commences: 29 September 2001 Term expires: 28 September 2021 Initial annual rent: £500,630.86 Initial advance service charge payment: £ 22,768.75 per quarter LTCA 199 |
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| August 9, 2021 |
As filed with the Securities and Exchange Commission on August 6, 2021 F-4/A 1 d139720df4a.htm F-4/A Table of Contents As filed with the Securities and Exchange Commission on August 6, 2021 Registration No. 333-257694 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BABYLON HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Bailiwick of Jers |
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| August 6, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212. |
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| July 14, 2021 |
425 1 d179644d425.htm 425 July 14, 2021 Analyst Day Filed by Babylon Holdings Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257694 Subject Company: Alkuri Global Acquisition Corp. (Commission File No. 001-40011) This filing relates to the proposed merger involving Babylon Holdi |
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| July 2, 2021 |
Amended and Restated Memorandum and Articles of Association of Babylon Holdings Limited Exhibit 3.1 BABYLON HOLDINGS LIMITED ARTICLES OF ASSOCIATION Adopted by Special Resolution on 24 February 2021 CONTENTS Page 1. INTERPRETATION 4 2. SHARE CAPITAL 14 3. RIGHTS ATTACHING TO THE SHARES 14 4. RETURN OF CAPITAL 15 4A. SALE OF THE SHARE CAPITAL OF THE COMPANY 17 5. FURTHER ISSUES OF SHARES; PRE-EMPTION 17 6. TRANSFER OF SHARES 18 6A. PERMITTED TRANSFERS 20 7. TRANSFER OF SHARES SUBJECT |
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| July 2, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on July 2, 2021 Registration No. |
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| July 2, 2021 |
Babylon Holdings Limited Company Share Option Plan, and form agreements thereunder. EX-10.9 4 d139720dex109.htm EX-10.9 Exhibit 10.9 BABYLON HOLDINGS LIMITED Schedule 4 Company Share Option Plan CONTENTS Clause Page 1. INTERPRETATION 1 2. GRANT OF OPTIONS 5 3. LIMITS ON GRANTS 7 4. TRANSFER OF OPTIONS 7 5. LAPSE AND SUSPENSION OF OPTIONS 7 6. EXERCISE OF OPTIONS: GENERAL 7 7. EXERCISE OF OPTIONS: RESTRICTIONS 8 8. TERMINATION OF EMPLOYMENT 9 9. MANNER OF EXERCISE OF OPTIONS 11 10 |
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| July 2, 2021 |
Babylon Holdings Limited Long Term Incentive Plan, and form agreements thereunder. Exhibit 10.8 Babylon Holdings Limited Long Term Incentive Plan BABYLON HOLDINGS LIMITED LONG TERM INCENTIVE PLAN Adopted by the Board on 27 July 2015 and amended by the Board on 2 March 2020 and 7 January 2021 U.S. Appendix adopted by the Board on 30 July 2019 and approved by the Company?s shareholders on 1 August 2019 Non-Employee Sub-Plan adopted by the Board on 29 September 2020 CONTENTS Clause |
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| July 2, 2021 |
Babylon Holdings Limited Employee Benefit Trust. EX-10.10 5 d139720dex1010.htm EX-10.10 Exhibit 10.10 25 February 2021 BABYLON HOLDINGS LIMITED as Lender - and - OCORIAN TRUSTEES (JERSEY) LIMITED trustee of BABYLON HOLDINGS EMPLOYEE BENEFIT TRUST as Borrower LOAN AGREEMENT COOLEY (UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM THIS AGREEMENT (this “Agreement”) is made on |
