As filed with the Securities and Exchange Commission on April 21, 2023


Registration No. 333-





Washington, D.C. 20549









(Exact name of registrant as specified in its charter)


Bailiwick of Jersey, Channel Islands  98-1638964
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)


2500 Bee Cave Road   
Building 1 — Suite 400   
Austin, Texas  78746
(Address of Principal Executive Offices)  (Zip Code)


Babylon Holdings Limited 2021 Equity Incentive Plan with Non-Employee Sub-Plan
(Full title of the plan)


Babylon Inc.
2500 Bee Cave Road
Building 1 — Suite 400
Austin, Texas 78746
(Name and address of agent for service)


(512) 967-3787
(Telephone number, including area code, of agent for service)


Copies to:


Ryan J. Maierson
Julia A. Thompson
R. Charles Cassidy III
Latham & Watkins LLP
811 Main Street
Suite 3700
Houston, TX 77002

Tel.: (713) 546-5400
  Manny Rivera, Esq.
Deputy General Counsel,

US Corporate and Securities

Babylon Inc.

2500 Bee Cave Road

Building 1 – Suite 400
Austin, Texas 78746
Tel.: (646) 481-6605


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


Large accelerated filer ¨ Accelerated filer x
Non-accelerated filer ¨ Smaller reporting company ¨
    Emerging growth company x




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨








Babylon Holdings Limited (the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 1,349,610 Class A ordinary shares, par value $0.001056433113 per share (“Ordinary Shares”), of the Registrant reserved for issuance pursuant to future awards under the Babylon Holdings Limited 2021 Equity Incentive Plan with Non-Employee Sub-Plan (the “2021 Plan”). Such additional Ordinary Shares represent the sum of the following:


·1,242,936 Ordinary Shares that were added to the shares authorized for issuance pursuant to future awards under the 2021 Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such evergreen provision, the total number of Ordinary Shares reserved for issuance under the 2021 Plan will automatically increase on January 1st of each year commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the least of: (i) 1,813,408 Ordinary Shares; (ii) 5% of the total number of all classes of shares of the Registrant that have been issued as at December 31st of the preceding calendar year, in each case, subject to applicable law and the Registrant having sufficient authorized but unissued shares; and (iii) such number of Ordinary Shares as the Registrant’s board of directors may designate prior to the applicable January 1; and


·106,674 Ordinary Shares that were added to the shares authorized for issuance pursuant to future awards under the 2021 Plan, calculated from January 2, 2022 through January 1, 2023, pursuant to the share recycling provisions of the 2021 Plan, which provide for recycling of a maximum of 956,091 Ordinary Shares underlying options subsisting as of October 21, 2021 under the Registrant’s Long Term Incentive Plan and Company Share Option Plan, which have expired, lapsed, terminated or meet other recycling criteria set forth in the 2021 Plan.


These additional Ordinary Shares are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-263632) was filed with the Commission on March 17, 2022 (the “Prior Registration Statement”). Accordingly, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.





Item 3. Incorporation of Documents by Reference.


The following documents are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:


(a)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 16, 2023 (the “2022 10-K”);


(b)The Registrant’s Current Reports on Form 8-K filed with the Commission on March 9, 2023 (excluding Items 2.02 and 7.01 and any exhibits included with such Items), March 9, 2023, March 20, 2023, April 4, 2023, and April 18, 2023; and


(c)The Registrant’s description of securities contained in Form 8-A12B filed with the Commission on October 21, 2021, as updated by Exhibit 4.1 to the 2022 10-K.


All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission, including information under Item 2.02 or Item 7.01 of a current report on Form 8-K and any exhibits included with such item shall not be deemed incorporated by reference into this Registration Statement.




Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 8. Exhibits.


   Incorporated by
  Exhibit Description  Included
  Form  Filing
3.1  Amended and Restated Memorandum and Articles of Association of the Registrant     20-F  3/30/22  1.1 
3.2  Amended and Restated Memorandum of Association of the Registrant, effective December 15, 2022     10-K  3/16/23  3.1 
4.1  Specimen Class A Ordinary Share Certificate of the Registrant     F-4/A  9/15/21  4.1 
4.2  2021 Equity Incentive Plan with Non-Employee Sub-Plan     20-F  3/30/22  4.13 
4.3  Adjustment to 2021 Equity Incentive Plan     10-K  3/16/23  10.13 
5.1  Opinion of Walkers (Jersey) LLP  X          
23.1  Consent of KPMG LLP, independent registered public accounting firm  X          
23.2  Consent of Walkers (Jersey) LLP (included in Exhibit 5.1)  X          
24.1  Power of Attorney (contained on the signature pages hereto)  X          
107  Calculation of Filing Fee Table  X          






Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas on the 21st day of April 2023.


  By: /s/ Ali Parsadoust
  Name: Ali Parsadoust
  Title: Chief Executive Officer




KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints Ali Parsadoust, David Humphreys and Martin J.E. Arms, jointly, as such individual’s true and lawful attorneys-in-fact and agents with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto any said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:


Signature   Title   Date
/s/ Ali Parsadoust   Chief Executive Officer and Director   April 21, 2023
Ali Parsadoust   (Principal Executive Officer)    
/s/ David Humphreys   Chief Financial Officer   April 21, 2023
David Humphreys   (Principal Financial and Accounting Officer)    
Per Brilioth        
/s/ Eugene I. Davis   Director   April 21, 2023
Eugene I. Davis        
/s/ Georgi Ganev   Director   April 21, 2023
Georgi Ganev        
/s/ Mairi Johnson   Director   April 21, 2023
Mairi Johnson        
/s/ David Warren   Director   April 21, 2023
David Warren        






Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant has signed this Registration Statement on April  21, 2023.


  By: /s/ Paul-Henri Ferrand
  Name: Paul-Henri Ferrand
  Title: President, Chief Executive Officer and Secretary