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 Jersey, Channel Islands		8000		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. Employer Identification Number)

1 Knightsbridge Green

London, SW1X 7QA

United Kingdom

+44 (0) 20 7100 0762

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

CT Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all correspondence to:

 

Megan J. Baier Michael Labriola Mark Holloway David Sharon Wilson Sonsini Goodrich & Rosati 1301 Avenue of the Americas, 40th Floor New York, New York 10019 Tel: (212) 453-2842		Henry Bennett General Counsel Babylon Holdings Limited 1 Knightsbridge Green London, SW1X 7QA United Kingdom Tel: +44 (0) 20 7100 0762		Kyle Gann David Sakowitz Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ☒

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

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. Babylon Holdings Limited may not sell these securities until the registration statement filed with the Securities and Exchange Commission (“SEC”), of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

 

PRELIMINARY COPY—SUBJECT TO COMPLETION DATED SEPTEMBER 15, 2021

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 unanimously approved a merger agreement (the “Merger Agreement”), dated as of June 3, 2021 by and among Alkuri, Babylon Holdings Limited, a company organized under the laws of the Bailiwick of Jersey with registered number 115471 (“Babylon Holdings” or following the closing of the Business Combination, “Babylon”), Liberty USA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and, solely for purposes of Section 1.08 of the Merger Agreement, each of Alkuri Sponsors LLC (the “Sponsor”) and Dr. Ali Parsadoust. If the Merger Agreement is approved by Alkuri’s stockholders and the transactions contemplated by the Merger Agreement are consummated, Merger Sub will merge with and into Alkuri, with Alkuri continuing as the surviving corporation and a wholly owned subsidiary of Babylon (the “Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”). Pursuant to the Merger Agreement, each share of Alkuri Common Stock (including the Alkuri Common Stock held by the Sponsor but excluding shares held in treasury by Alkuri) will be automatically converted into the right to receive one (1) Class A ordinary share of Babylon (the “Babylon Class A Shares”).

The Business Combination implies a $4.2 billion post-closing equity value and a current equity value of Babylon at $3.515 billion. After giving effect to the Reclassification (as described elsewhere in this proxy statement/prospectus), Babylon will have two classes of stock, Babylon Class A Shares and Class B ordinary shares of Babylon (“Babylon Class B Shares” and, together with the Babylon Class A Shares, the “Babylon Shares”). Each outstanding Babylon Class A Share and Babylon Class B Share will have a target value at the time of the Business Combination of $10.00 (based on the $3.515 billion equity value of Babylon). Following the Reclassification and the closing of the Business Combination (the “Closing”), all of the Babylon Class B Shares will be held by Dr. Ali Parsadoust, ALP Partners Limited and Parsa Family Foundation or their permitted transferees (collectively, the “Founder”). The Babylon Class B Shares will have the same economic terms as the Babylon Class A Shares, but the Babylon Class B Shares will have fifteen (15) votes per share (while each Babylon Class A Share will have one (1) vote per share).

In connection with the Closing, (i) Babylon will issue at the Closing to the Founder, 38,800,000 Babylon Class B Shares (the “Stockholder Earnout Shares”), which will be subject to restrictions if and until milestones based on the achievement of certain price targets of Babylon Class A Shares following the Closing are met and (ii) of the 7,187,500 shares of Alkuri Class B Common Stock that will be converted into 7,187,500 Babylon Class A shares at Closing, 1,293,750 of such shares (the “Sponsor Earnout Shares” and together with the Stockholder Earnout Shares, the “Earnout Shares”) will also be subject to similar restrictions (based on the achievement of certain price targets of Babylon Class A Shares following the Closing). In the event such milestones are not met, all of the Earnout Shares will be automatically converted into redeemable shares of Babylon which Babylon can redeem for $1.00. The Sponsor and the Founder will each immediately become the legal and beneficial owner of the respective Earnout Shares at the Closing, but they will be subject to transfer restrictions if and until the milestones are met. The Earnout Shares shall have all the rights and privileges with respect to Class A Shares for the Sponsor Earnout Shares and Class B Shares for the Stockholder Earnout Shares (including the right to vote such shares and, with respect to the Stockholder Earnout Shares, rights to receive on a current basis cash dividends or other distributions made with respect to such shares with such amounts held by Babylon in respect of the Sponsor Earnout Shares until such shares are no longer subject to transfer restrictions and the milestone requirements).

It is anticipated that, upon completion of the Business Combination: (i) Alkuri’s public stockholders will own approximately 7.8% of the Babylon Shares and 2.2% of the voting power of Babylon; (ii) the PIPE Investors

will own approximately 5.2% of the Babylon Shares and 1.5% of the voting power of Babylon; (iii) the Sponsor and current Alkuri directors will own approximately 2.0% of the Babylon Shares (including the Sponsor Earnout Shares) and 0.6% of the voting power of Babylon; and (iv) the existing Babylon Holdings shareholders will own approximately 85.0% of the Babylon Shares and 95.8% of the voting power of Babylon and 81.7% of the voting power (taking account of the Stockholder Earnout Shares) of Babylon will be held by the Founder. These levels of ownership interest: (a) exclude the impact of the warrants to purchase Babylon Shares that will remain outstanding immediately following the Business Combination; (b) assume that no Alkuri public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Alkuri’s trust account and (c) exclude the potential impact of the Higi acquisition. The foregoing also excludes shares being purchased by the Sponsor and its affiliates in the PIPE Investment. When including the shares purchased by the Sponsor and its affiliates in the PIPE Investment, the Sponsor and its affiliates will own approximately 2.2% of the Babylon Shares and 0.6% of the voting power of Babylon assuming no redemptions and approximately 2.4% of the Babylon Shares and 0.7% of the voting power of Babylon assuming maximum redemptions.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of Alkuri Stockholders scheduled to be held on October 12, 2021 in virtual format.

Although Babylon is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing of the Business Combination, Babylon will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Babylon intends to apply for listing of the Babylon Class A Shares and Babylon Warrants on the New York Stock Exchange (the “NYSE”) under the proposed symbols “BBLN” and “BBLN.W”, respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the Babylon Class A Shares are approved for listing on the NYSE (subject only to official notice of issuance thereof and round lot holder requirements). While trading on the NYSE is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Babylon’s securities will be listed on the NYSE or that a viable and active trading market will develop. See “Risk Factors” beginning on page 33 for more information.

Immediately following the Closing, the Founder will hold 81.7% of the voting power (taking account of the Stockholder Earnout Shares) of the outstanding ordinary shares of Babylon. As such, we will be eligible to be a “controlled company” within the meaning of the corporate governance rules of the NYSE. However, we have elected not to take advantage of the “controlled company” exemption.

Babylon will be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Babylon will also be a “foreign private issuer,” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Babylon’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Babylon will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Alkuri Stockholders with detailed information about the Business Combination and other matters to be considered at the special meeting of Alkuri Stockholders. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 38 of the accompanying proxy statement/prospectus.

None of the SEC, the Jersey Financial Services Commission, or any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated September 17, 2021, and is first being mailed to Alkuri Stockholders on or about September 17, 2021.

Notice of Special Meeting of Stockholders

of Alkuri Global Acquisition Corp.

To Be Held on October 12, 2021

TO THE STOCKHOLDERS OF ALKURI GLOBAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Alkuri Global Acquisition Corp. (“Alkuri”), a Delaware corporation, will be held at 9:00 a.m. Eastern time, on October 12, 2021. Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting. You are cordially invited to attend and participate in the special meeting online by visiting https://cstproxy.com/alkuriglobal/2021. The special meeting will be held for the following purposes:

 

1.

Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination whereby Merger Sub will merge with and into Alkuri, with Alkuri surviving the merger as a wholly owned subsidiary of Babylon—we refer to this proposal as the “Business Combination Proposal”;

 

2.	Proposal No. 2—The Equity Plans Proposal—to consider and vote upon a proposal to approve the 2021 Plan, a copy of which is attached to this proxy statement/prospectus as Annex C—we refer to this proposal as the “Equity Plan Proposal”; and

 

3.	Proposal No. 3—The Adjournment Proposal—to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination—we refer to this proposal as the “Adjournment Proposal.”

We also will transact any other business as may properly come before the special meeting or any adjournment or postponement thereof.

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the special meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Alkuri Common Stock at the close of business on September 14, 2021 (the “record date”) are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, Alkuri’s board of directors has determined that each of the proposals listed is fair to and in the best interests of Alkuri and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Alkuri’s board of directors, you should keep in mind that Alkuri’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a stockholder of Alkuri. See the section entitled “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

The Closing of the Business Combination is conditioned on approval of the Business Combination Proposal. If the Business Combination Proposal is not approved, the remaining proposals will not be presented to stockholders for a vote. The Equity Plan Proposal is conditioned on the approval of the Business Combination Proposal. If the Business Combination Proposal and the Equity Plan Proposal are not approved, and the applicable closing condition in the Merger Agreement are not waived, the Business Combination will not be consummated The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

All Alkuri Stockholders are cordially invited to attend the special meeting, which will be held virtually over the Internet at https://cstproxy.com/alkuriglobal/2021. To ensure your representation at the special meeting,

however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Alkuri Common Stock on the record date, you may also cast your vote at the special meeting. If your Alkuri Common Stock is held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting, obtain a proxy from your broker or bank.

A complete list of Alkuri Stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at the principal executive offices of Alkuri for inspection by stockholders during business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Alkuri Common Stock, please contact 1-917-262-2373. Questions can also be sent by email to proxy@continentalstock.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/alkuriglobal/2021.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Rich Williams

Chief Executive Officer

September 17, 2021

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS (THE “PUBLIC STOCKHOLDERS”) OF SHARES OF CLASS A COMMON STOCK ISSUED IN ALKURI’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ALKURI’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF ALKURI STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

 

		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS			i
INDUSTRY AND MARKET DATA			ii
TRADEMARKS, TRADE NAMES AND SERVICE MARKS			iii
SELECTED DEFINITIONS			iv
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING			vii
SUMMARY			1
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			19
RISK FACTORS			38
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			111
SPECIAL MEETING OF ALKURI STOCKHOLDERS			114
PROPOSAL ONE—THE BUSINESS COMBINATION PROPOSAL			120
PROPOSAL TWO—THE EQUITY PLAN PROPOSAL			140
PROPOSAL THREE—THE ADJOURNMENT PROPOSAL			148
THE MERGER AGREEMENT			149
AGREEMENTS ENTERED INTO IN CONNECTION WITH THE MERGER AGREEMENT			161
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			165
MATERIAL JERSEY TAX CONSIDERATIONS			184
INFORMATION ABOUT THE COMPANIES			185
ALKURI’S BUSINESS			186
BABYLON’S BUSINESS			193
SELECTED HISTORICAL FINANCIAL DATA OF ALKURI			221
ALKURI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			222
SELECTED HISTORICAL FINANCIAL DATA OF BABYLON			226
BABYLON’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			228
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			249
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION			267
DIRECTOR AND EXECUTIVE COMPENSATION			273
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			280
DESCRIPTION OF BABYLON’S SHARE CAPITAL AND ARTICLES OF ASSOCIATION			285
DESCRIPTION OF BABYLON WARRANTS			294
COMPARISON OF RIGHTS OF BABYLON SHAREHOLDERS AND ALKURI STOCKHOLDERS			298
BENEFICIAL OWNERSHIP OF SECURITIES			314
SHAREHOLDER PROPOSALS AND NOMINATIONS			319
APPRAISAL RIGHTS			320
STOCKHOLDER COMMUNICATIONS			321
LEGAL MATTERS			322
EXPERTS			323
DELIVERY OF DOCUMENTS TO SHAREHOLDERS			324
ENFORCEABILITY OF CIVIL LIABILITY			325
WHERE YOU CAN FIND MORE INFORMATION			326
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A MERGER AGREEMENT BY AND AMONG BABYLON HOLDINGS LIMITED, LIBERTY USA MERGER SUB, INC., AND ALKURI GLOBAL ACQUISITION CORP., DATED AS OF JUNE 3, 2021			A-1
ANNEX B AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BABYLON			B-1
ANNEX C 2021 EQUITY INCENTIVE PLANS			C-1

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC by Babylon Holdings Limited, constitutes a prospectus of Babylon Holdings Limited under Section 5 of the Securities Act with respect to the Babylon Class A Shares to be issued to Alkuri Stockholders and Alkuri Sponsors LLC in connection with the Business Combination, as well as the warrants to acquire Babylon Class A Shares to be issued to Alkuri Warrant holders. This document also constitutes a proxy statement of Alkuri under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of Alkuri Stockholders to consider and vote upon the proposals to adopt and approve the Business Combination and the 2021 Plan and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt and approve the foregoing proposals.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the term “Babylon Holdings” refer to Babylon Holdings Limited, together with its subsidiaries prior to Closing and all references to the term “Babylon” refer to Babylon Holdings Limited, together with its subsidiaries after Closing. All references in this proxy statement/prospectus to “Alkuri” refer to Alkuri Global Acquisition Corp.

 

i

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Babylon Holdings’ industry and the regions in which it operates, including Babylon Holdings’ general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to us, and other industry publications, surveys and forecasts. Babylon Holdings has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which Babylon Holdings believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Babylon Holdings believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of Babylon Holdings’ future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Babylon’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

 

ii

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

iii

SELECTED DEFINITIONS

 

“2021 Plan”		means the Babylon 2021 Equity Incentive Plan.
“7Wire”		means 7Wire Ventures Fund, L.P. and 7Wire Ventures Wanxiang Strategic Fund I, LLC.
“Alkuri Class A Common Stock”		means Class A common stock of Alkuri, par value $0.0001 per share.
“Alkuri Class B Common Stock”		means Class B common stock of Alkuri, par value $0.0001 per share.
“Alkuri Common Stock”		means Alkuri Class A Common Stock and Alkuri Class B Common Stock, collectively.
“Alkuri IPO”		means Alkuri’s February 9, 2021 initial public offering of Alkuri units, raising total gross proceeds of approximately $345,000,000 (including $45,000,000 in gross proceeds from the underwriters’ exercise of their over-allotment option in full).
“Alkuri public shares”		means shares of Alkuri Class A Common Stock held by public stockholders.
“Alkuri Securities”		means the Alkuri units, Alkuri Warrants and Alkuri Common Stock.
“Alkuri Stockholders”		means holders of Alkuri Common Stock.
“Alkuri Warrants”		means warrants exercisable for shares of Alkuri Class A Common Stock.
“Alkuri units”		means units consisting of one share of Alkuri Class A Common Stock and one-fourth of one Alkuri Warrant.
“Ancillary Agreements”		means the Sponsor Agreement Amendment, the Subscription Agreements, the Voting and Support Agreement, the Registration Rights Agreement, the Lockup Agreement, the Director Nomination Agreement and each other agreement, document, instrument and/or certificate contemplated by Merger Agreement executed or to be executed in connection with the transactions contemplated thereby.
“Babylon”		means Babylon Holdings Limited, following the consummation of the Transactions.
“Babylon Articles”		means the memorandum and articles of association of Babylon as amended and restated immediately prior to, and for the purpose of giving effect to, the Business Combination.
“Babylon Class A Shares”		means, after the Reclassification, the Class A ordinary shares of Babylon, $0.0000422573245084686 par value per share, having the rights and being subject to the restrictions set forth in the Babylon Articles.
“Babylon Class B Shares”		means, after the Reclassification, the Class B ordinary shares of Babylon, $0.0000422573245084686 par value per share, having the rights and being subject to the restrictions set forth in the Babylon Articles.
“Babylon Holdings”		means Babylon Holdings Limited, prior to the consummation of the Transactions.
“Babylon Holdings Class A Shares”		means the Class A ordinary shares of $0.00001277 each in the capital of Babylon Holdings.

 

iv

“Babylon Holdings Class B Shares”		means the Class B ordinary shares of $0.00001277 each in the capital of Babylon Holdings.
“Babylon Holdings Class C Shares”		means the Class C ordinary shares of $0.00001277 each in the capital of Babylon Holdings.
“Babylon Holdings Class G1 Shares”		means the Class G1 ordinary shares of $0.00001277 each in the capital of Babylon Holdings.
“Babylon Holdings Stockholder”		means the stockholders of Babylon Holdings, prior to the Business Combination.
“Babylon Shares”		means the Babylon Class A Shares and the Babylon Class B Shares.
“Babylon Warrants”		means warrants exercisable for shares of Babylon Class A Shares.
“Business Combination”		means the merger of Merger Sub with and into Alkuri, with Alkuri surviving the merger as a wholly owned subsidiary of Babylon.
“Closing”		means the closing of the Business Combination.
“Continental”		means Continental Stock Transfer & Trust Company, Alkuri’s transfer agent.
“DGCL”		means the Delaware General Corporation Law, as amended.
“DPA 2018”		means Data Protection Act 2018.
“Earnout Shares”		means the Stockholder Earnout Shares and the Sponsor Earnout Shares.
“Effective Time”		means the effective time of the Business Combination.
“Exchange Act”		means the Securities Exchange Act of 1934, as amended.
“Flare”		means Flare Capital Partners I, LP and Flare Capital Partners I-A, LP.
“GDPR”		means the General Data Protection Regulation.
“Higi”		means higi SH Holdings Inc.
“Higi acquisition”		means the probable acquisition of Higi by Babylon Holdings.
“HIPAA”		means the Health Insurance Portability and Accountability Act of 1996.
“IASB”		means International Accounting Standards Board.
“IFRS”		means International Financial Reporting Standards as set forth by the IASB.
“Jersey Companies Law”		means Companies (Jersey) Law 1991, as amended, together, where the context requires, with any relevant Orders or Regulations made pursuant to that law as in force from time to time.
“Merger Sub”		means Liberty USA Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Babylon Holdings.
“PCAOB”		means the Public Company Accounting Oversight Board.
“PIPE Investment”		means the purchase of shares of Babylon Class A Shares by the PIPE Investors pursuant to the Subscription Agreements, for a total aggregate price of up to $230 million.
“PIPE Investors”		means those certain third party-investors, certain Babylon Holdings’ shareholders, the Sponsor and affiliates of the foregoing participating in the PIPE Investment pursuant to the Subscription Agreements.

 

v

“PIPE Shares”		means Babylon Class A Shares to be issued in the PIPE Investment to the PIPE Investors.
“Reclassification”		has the meaning set forth in the Merger Agreement.
“SEC”		means the U.S. Securities and Exchange Commission.
“Securities Act”		means the Securities Act of 1933, as amended.
“SPAC Charter”		means Alkuri’s amended and restated certificate of incorporation as currently in effect.
“Sponsor”		means Alkuri Sponsors LLC.
“Sponsor Earnout Shares”		means 1,293,750 Sponsor Shares that will be converted into Babylon Class A Shares in connection with Closing that will be subject to certain milestone requirements and conversion and redemption rights as further described in the section entitled “The Merger Agreement – Earnout.”
“Stockholder Earnout Shares”		means 38,800,000 newly issued Babylon Class B Shares issued to the Founder as part of the Reclassification that will be subject to certain milestone requirements and conversion and redemption rights as further described in the section entitled “The Merger Agreement – Earnout.”
“Sponsor Shares”		means the 7,187,500 shares of Alkuri Class B Common Stock held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the Alkuri IPO and which will be converted into Babylon Class A Shares in connection with the Closing.
“Subscription Agreements”		means the subscription agreements dated as of June 3, 2021, pursuant to which the PIPE Investment will be consummated.
“Transactions”		means the Reclassification and the transactions contemplated by the Business Combination and the Ancillary Agreements.
“U.S. GAAP”		means accounting principles generally accepted in the United States of America.
“USD” or “US$”		means U.S. dollars.
“Wrigley”		means William Wrigley, Jr., as Trustee of Trust #101.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE SPECIAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Alkuri Stockholders. Stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: Alkuri and Babylon Holdings have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and Alkuri encourages its stockholders to read it in its entirety. Alkuri Stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement, which, among other things, provides for Merger Sub to be merged with and into Alkuri with Alkuri being the surviving corporation in the Business Combination and becoming a wholly owned subsidiary of Babylon, and the other Transactions contemplated by the Merger Agreement. See “Proposal One—The Business Combination Proposal.”

Q: Are there any other matters being presented to stockholders at the meeting?

A: In addition to voting on the Business Combination Proposal, the stockholders of Alkuri will vote on the following proposals:

 

•

to consider and vote upon a proposal to approve the 2021 Plan, a copy of which is attached to this proxy statement/prospectus as Annex C. See the section of this proxy statement/prospectus titled “Proposal Two—The Equity Plan Proposal.”

 

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to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination for any reason. See the section of this proxy statement/prospectus titled “Proposal Three—The Adjournment Proposal.”

Alkuri will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The vote of stockholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: Why is Alkuri providing stockholders with the opportunity to vote on the Business Combination?

A: Because the structure of the Transactions involves a merger of Alkuri itself, Alkuri stockholders must be afforded an opportunity to vote on the Business Combination under Delaware law. Therefore, a stockholder meeting will be held under Delaware law to vote on the Business Combination. In addition, pursuant to the SPAC Charter, Alkuri is required to provide stockholders with an opportunity to have their shares of Alkuri Common Stock redeemed for cash, either through a stockholder meeting or tender offer. Due to the structure of the Transactions, Alkuri is providing this opportunity through a stockholder vote. In addition, the Alkuri Stockholders are being asked to vote upon the Equity Plan Proposal.

 

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Q: I am an Alkuri Warrant holder. Why am I receiving this proxy statement/prospectus?

A: The Alkuri Warrants will become exercisable following the Business Combination and will entitle holders to purchase Babylon Class A Shares, with the number of shares and the exercise price adjusted in accordance with the Merger Agreement, as described in more detail herein. This proxy statement/prospectus includes important information about Babylon and the business of Babylon and its subsidiaries following the Closing of the Business Combination. Because holders of Alkuri Warrants will be entitled to purchase Babylon Class A Shares after the Closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully. Additionally, after the closing of the Business Combination, Babylon will have the ability to redeem outstanding warrants at any time after they become exercisable under certain scenarios. See “Risk Factors—Babylon may redeem any unexpired warrants prior to their exercise at a time that may be disadvantageous to the holder of such warrants, thereby making your warrants worthless.”

Q: What will happen to Alkuri’s securities upon consummation of the Business Combination?

A: Alkuri’s units, Alkuri Class A Common Stock and warrants are currently listed on Nasdaq under the symbols KURIU, KURI and KURIW, respectively. If Alkuri’s securities cease trading upon consummation of the Business Combination, each share of Alkuri Common Stock will be automatically converted into the right to receive one Babylon Class A Share and the Alkuri Common Stock will cease trading. Each outstanding Alkuri Warrant will be assumed by Babylon and automatically converted into a Babylon Warrant. Alkuri’s units will not be listed on Nasdaq following consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders of such units. Babylon intends to apply for listing of the Babylon Class A Shares and Babylon Warrants on the NYSE under the proposed symbols “BBLN” and “BBLN.W,” respectively, to be effective upon the consummation of the Business Combination. While trading on the NYSE is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that Babylon’s securities will be listed on the NYSE or that a viable and active trading market will develop. See “Risk Factors—Risks Related to Babylon’s Business and Operations Following the Business Combination” for more information.

Q: What are the U.S. federal income tax consequences of the Business Combination?

A: The parties to the Merger Agreement have agreed, except to the extent prohibited by applicable law, to make all tax reporting in a manner consistent with the Business Combination qualifying as a “reorganization” under the provisions of Section 368(a) of the Code (a “Reorganization”). No assurances can be given that the Business Combination will qualify as a Reorganization, although, depending on the facts and circumstances, the Business Combination may fail to so qualify. There are many requirements that must be satisfied in order for the Business Combination to qualify as a Reorganization, some of which are based upon factual determinations, and the treatment of the Business Combination as a Reorganization or otherwise could be affected by events or actions that occur or are taken after the Business Combination.

Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that where a U.S. Holder exchanges stock in a U.S. corporation for stock in a non-U.S. corporation in a transaction that would otherwise qualify as a Reorganization, the U.S. Holder is required to recognize gain, but not loss, realized on such exchange unless certain requirements are met. Certain requirements of Section 367(a) of the Code must be satisfied as of the Effective Time, and there may be significant uncertainties concerning the determination of certain of these requirements.

No ruling has been requested, nor is one intended to be requested, from the IRS as to the U.S. federal income tax consequences of the Business Combination. Because of the legal and factual uncertainties described under “Material U.S. Federal Income Tax Considerations” elsewhere in this proxy statement/prospectus, it is unclear whether the Business Combination will qualify as a Reorganization, and, as a result, no opinion of counsel has or will be provided regarding the qualification of the Business Combination as a Reorganization or the application of Section 367(a) of the Code to the Business Combination. Consequently, no assurance can be given whether the IRS will or will not assert, or that a court would or would not sustain, a position that the Business Combination

 

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does or does not qualify as a Reorganization or that the Business Combination is taxable or is not taxable to U.S. Holders under Section 367(a) of the Code.

If the Business Combination fails to qualify as a Reorganization, holders of Alkuri Common Stock or Alkuri Warrants would generally be treated as if they sold their Alkuri Common Stock or Alkuri Warrants in a taxable transaction and would be taxable on the receipt of the Babylon Class A Shares or Babylon Warrants in the Business Combination. U.S. holders of Alkuri Common Stock and U.S. holders of Alkuri Warrants should consult with their tax advisors regarding the tax consequences of the Business Combination and the requirements that must be satisfied in order for the Business Combination to qualify as a Reorganization.

For additional information, please read the section entitled “Material U.S. Federal Income Tax Considerations.” The tax consequences to you of the Business Combination will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the Business Combination in your particular circumstances, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

Q: How will voting rights be allocated among holders of Babylon Class A shares and Babylon Class B Shares?

A: The Babylon Articles provide for a dual class share capital structure, as a result of which holders of Babylon Class B Shares will be entitled to 15 votes per share, while holders of Babylon Class A Shares will be entitled to one vote per share. This will provide holders of Babylon Class B Shares with significant influence over matters requiring shareholder approval, including the election and removal of directors and significant corporate transactions, such as a merger or other sale of Babylon or its assets. Upon the Closing, the Founder will hold all of the issued and outstanding Babylon Class B Shares, including the Stockholder Earnout Shares. Our Founder may in certain circumstances have sufficient voting control over Babylon to amend Babylon’s governance documents and the powers, preferences or other rights attached to Babylon Class A Shares. Further, even if the Founder terminates his employment or is terminated for cause, he will retain voting control of Babylon following his separation and continue to have the rights described in this paragraph based on his ownership of Babylon.

The Alkuri board of directors considered the risk of concentrating voting control in the dual class share structure (with “super-voting” rights for the Founder), but determined that they were outweighed by the long-term benefits that a founder-controlled company would provide to Alkuri Stockholders and future shareholders of Babylon after Closing. See “Risk Factors—Risks Related to Ownership of Babylon Class A Shares and Babylon Operating as a Public Company—The dual class structure of our ordinary shares has the effect of concentrating voting power with our Founder, which will limit your ability to influence the outcome of important transactions, including a change in control” for more information.

Q: What equity stake will Alkuri’s public stockholders and the existing Babylon Holdings’ shareholders hold in Babylon immediately after the consummation of the Business Combination?

A: Immediately after the consummation of the Business Combination, it is anticipated that: (i) Alkuri’s public stockholders will own approximately 7.8% of the Babylon Shares and 2.2% of the voting power of Babylon; (ii) the PIPE Investors will own approximately 5.2% of the Babylon Shares and 1.5% of the voting power of Babylon; (iii) the Sponsor and current Alkuri directors will own approximately 2.0% of the Babylon Shares (including the Sponsor Earnout Shares) and 0.6% of the voting power of Babylon; and (iv) the existing Babylon Holdings shareholders will own approximately 85.0% of the Babylon Shares and 95.8% of the voting power of Babylon and 81.7% of the voting power (taking account of the Stockholder Earnout Shares) of Babylon will be held by the Founder). These levels of ownership interest: (a) exclude the impact of the warrants to purchase Babylon Shares that will remain outstanding immediately following the Business Combination, (b) assume that no Alkuri public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Alkuri’s trust account and (c) exclude the potential impact of the Higi acquisition. The foregoing also excludes shares being purchased by the Sponsor and its affiliates in the PIPE Investment. When including the shares purchased by the

 

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Sponsor and its affiliates in the PIPE Investment, the Sponsor and its affiliates will own approximately 2.2% of the Babylon Shares and 0.6% of the voting power of Babylon assuming no redemptions and approximately 2.4% of the Babylon Shares and 0.7% of the voting power of Babylon assuming maximum redemptions.

Q: If I am a public unit holder, can I exercise redemption rights with respect to my public units?

A: No. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, in order to redeem your underlying shares you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, Alkuri’s transfer agent, with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights with respect to the public shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Alkuri’s transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q: Why is Alkuri proposing the Business Combination?

A: Alkuri was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On February 9, 2021, Alkuri completed its initial public offering of units, with each unit consisting of one share of Alkuri Class A Common Stock and one-fourth of one Alkuri Warrant, raising total gross proceeds of approximately $345,000,000 (including $45,000,000 in gross proceeds from the underwriters’ exercise of their over-allotment option in full). Since the Alkuri IPO, Alkuri’s activity has been limited to the evaluation of business combination candidates.

Alkuri’s management believes Babylon is an exciting company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, Alkuri believes that the Business Combination will provide Alkuri Stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal One—The Business Combination Proposal—Alkuri’s Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q: What is the “PIPE Investment”?

A: Concurrently with and following the execution of the Merger Agreement, Babylon Holdings entered into Subscription Agreements with certain parties subscribing for Babylon Class A Shares pursuant to which such PIPE Investors have agreed to purchase, and Babylon Holdings has agreed to sell them, an aggregate of 23,000,000 Babylon Class A Shares, for a purchase price of $10.00 per share and at an aggregate purchase price of $230 million subject to certain conditions set forth therein. This PIPE Investment is expected to close concurrently with the Business Combination.

 

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Q: Did Alkuri’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. Alkuri’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Alkuri’s board of directors and its advisors in valuing Babylon Holdings and will be assuming the risk that the Alkuri board may not have properly valued the business. However, Alkuri’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Alkuri’s officers and advisors conducted significant due diligence on Babylon Holdings. Alkuri also received advice from the underwriters of the Alkuri IPO, acting in their capacity as financial advisor to Alkuri, as to the valuation of Babylon Holdings implied by the Transactions and how that valuation compared to peers. In addition, Alkuri also engaged several professional advisors to assist it in connection with evaluating Babylon Holdings, including Moss Adams LLP (who provided advice on financial, tax and accounting matters) and Barrington Advisory Group (who provided advice on strategic, process and financial matters). The experience of, and work performed by, Alkuri’s management team and external advisors, and the commitments obtained in respect of the PIPE Investment by sophisticated third-party investors at the valuation ascribed to Babylon Holdings by Alkuri, provided additional comfort with respect to the valuation ascribed to Babylon Holdings by Alkuri. Accordingly, Alkuri’s board of directors concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of Alkuri’s officers and advisors, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its stockholders and that Babylon’s fair market value was at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of the agreement to enter into the Business Combination. There can be no assurance, however, that Alkuri’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Alkuri’s board of directors in approving the Business Combination, see the sections entitled “Proposal One—The Business Combination Proposal—The Background of the Business Combination” and “Proposal One—The Business Combination Proposal—Alkuri’s Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q: Do I have redemption rights?

A: If you are a holder of Alkuri public shares, you have the right to demand that Alkuri redeem such shares for a pro rata portion of the cash held in Alkuri’s trust account, calculated as of two (2) business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the Alkuri public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of Alkuri public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of Alkuri public shares. Accordingly, all Alkuri public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Under the SPAC Charter, the Business Combination may not be consummated if Alkuri has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Alkuri public shares properly demanded to be redeemed by holders of Alkuri public shares.

Q: How do I exercise my redemption rights?

A: A holder of public shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Alkuri public

 

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shares on the record date. If you are a holder of Alkuri public shares and wish to exercise your redemption rights, you must demand that Alkuri convert your Alkuri public shares into cash and deliver your Alkuri public shares to Alkuri’s transfer agent physically or electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the special meeting. Any holder of Alkuri public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $345,022,618, or $10.00 per share, as of the record date), less any owed but unpaid taxes on the funds in the trust account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account.

Any request for redemption, once made by a holder of Alkuri public shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for redemption to Alkuri’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Alkuri’s transfer agent return the shares (physically or electronically). You may make such request by contacting Alkuri’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Alkuri’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Alkuri public shares (including through the ownership of Alkuri units) and you exercise your redemption rights, it will not result in the loss of any Alkuri Warrants that you may hold (including those contained in any units you hold). Your whole warrants will become exercisable to purchase one Babylon Class A Share following consummation of the Business Combination.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: Under Section 262 of the General Corporation Law of the State of Delaware, the holders of Alkuri Common Stock and Alkuri Warrants will not have appraisal rights in connection with the Business Combination.

Q: What happens to the funds deposited in the trust account after consummation of the Business Combination?

A: The net proceeds of the Alkuri IPO of $345.0 million, inclusive of the amount raised from the simultaneous private placement of Alkuri Warrants for $8.9 million, were placed in the trust account immediately following the Alkuri IPO. After consummation of the Business Combination, the funds in the trust account will be used to pay, on a pro rata basis, holders of Alkuri public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $12.1 million to the underwriters of the Alkuri IPO as deferred underwriting commissions). Any proceeds from the trust account which are not required to be used in order to satisfy redemption rights or the fees and expenses incurred in connection with the Business Combination will be made available to Babylon for use in the conduct of its business (whether for working capital purposes or otherwise).

Q: What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Alkuri’s public stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

 

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However, the Business Combination will not be consummated if the levels of redemption give rise to a failure of a condition to closing of the Business Combination that is not waived. Such conditions to closing may include Alkuri’s obligation to deliver cash proceeds (whether derived from the PIPE Investment or the trust account) of at least $230 million and the requirement under the SPAC Charter and the Merger Agreement that Alkuri shall not have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

In the event such conditions to Closing are satisfied or waived, redemptions may result in fewer Alkuri public shares and public stockholders. In such event, the trading market for Babylon Shares may be less liquid than the market was for Alkuri prior to the consummation of the Transactions, which may result in adverse consequences such as depressed trading value and Babylon’s inability to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the trust account would be available to Babylon to be used in its business following the consummation of the Business Combination.

Additionally, substantial levels of redemption may result in the failure of the Business Combination to qualify as a tax-free reorganization. See “Material U.S. Federal Income Tax Considerations” elsewhere in this proxy statement/prospectus.

Q: What happens if the Business Combination is not consummated?

A: If Alkuri does not complete the Business Combination with Babylon Holdings for whatever reason, Alkuri would search for another target business with which to complete a business combination. If Alkuri does not complete the Business Combination with Babylon Holdings or another business combination by February 9, 2023 (or such later date as may be approved by Alkuri Stockholders in an amendment to the SPAC Charter), Alkuri must redeem 100% of the outstanding Alkuri public shares, at a per-share price, payable in cash, equal to an amount then held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Alkuri public shares. The Sponsor and Alkuri’s officers and directors have waived their redemption rights with respect to their Sponsor Shares in the event a business combination is not effected in the required time period, and, accordingly, their Sponsor Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the Alkuri Warrants will expire worthless.

Q: How do the Sponsor and the officers and directors of Alkuri intend to vote on the proposals?

A: The Sponsor, as well as Alkuri’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 20% of the outstanding Alkuri Common Stock. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. In addition to the shares of Alkuri Common Stock held by the Sponsor and Alkuri’s officers and directors, Alkuri would need 12,937,501 shares, or approximately 37.5%, of the 34,500,000 Alkuri public shares sold in the Alkuri IPO to be voted in favor of the Business Combination Proposal and other proposals in order for them to be approved (assuming all outstanding shares are voted on each proposal).

Q: What interests do the Sponsor and the current officers and directors of Alkuri have in the Business Combination?

A: In considering the recommendation of our board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take

 

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these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

 

•

If the Business Combination with Babylon or another business combination is not consummated by February 9, 2023 (or such later date as may be approved by Alkuri Stockholders), Alkuri will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Alkuri public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the Sponsor Shares held by the Sponsor and Alkuri’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the Alkuri IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $85,646,250 based upon the closing price of $9.93 per share on Nasdaq on September 7, 2021. On the other hand, if the Business Combination is consummated, each outstanding share of Alkuri Common Stock will be converted into Babylon Class A Shares pursuant to the Merger Agreement.

 

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The Sponsor purchased 5,933,333 private placement warrants from Alkuri for $1.50 per private placement warrant. This purchase took place on a private placement basis simultaneously with the consummation of the Alkuri IPO. All of the proceeds Alkuri received from these purchases were placed in the trust account. Such private placement warrants had an aggregate market value of $8,484,666 based upon the closing price of $1.43 per warrant on Nasdaq on September 7, 2021. The Alkuri Class A Common Stock underlying the private placement warrants had an aggregate market value of $58,917,997 based upon the closing price of $9.93 per share on Nasdaq on September 7, 2021. The private placement warrants and Alkuri Class A Common Stock underlying the private placement warrants will become worthless if Alkuri does not consummate a business combination by February 9, 2023 (or such later date as may be approved by Alkuri Stockholders in an amendment to the SPAC Charter). On the other hand, if the Business Combination is consummated, each outstanding whole warrant will become a Babylon Warrant exercisable to purchase one Babylon Class A Share following consummation of the Business Combination and each outstanding share of Alkuri Common Stock will be converted into Babylon Class A Shares pursuant to the Merger Agreement.

 

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Alkuri’s initial stockholders and owners of private placement warrants paid significantly less for their shares and warrants than other current stockholders and holders of warrants paid for their shares and warrants purchased in the Alkuri IPO or in the open market thereafter. Prior to the consummation of the Alkuri IPO, Sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Simultaneously with the consummation of Alkuri’s IPO and the full exercise of the underwriters’ over-allotment option, Alkuri consummated the private sale of 5,933,333 private placement warrants to Sponsor, each of which entitles the holder to purchase one share of Alkuri Class A Common Stock at an exercise price of $11.50 per share, at a price of $1.50 per warrant. Each outstanding Babylon Class A Share and Babylon Class B Share will have a target value at the time of the Business Combination of $10.00. If the Business Combination is consummated, based on the difference in the purchase price of $0.003 per share that the Sponsor paid for the Sponsor Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, these initial stockholders and holders of private placement warrants will be able, at a lower price per share of Babylon Class A Common Stock, to recognize a greater return on their investment than stockholders or holders of warrants that purchased Alkuri Common Stock or Alkuri warrants in the Alkuri IPO or in the open market thereafter. Furthermore, the Sponsor may earn a positive rate of return even if the share price of the Babylon Shares after the Closing falls below the price initially paid for the units in the IPO and the Alkuri Stockholders may experience a negative rate of return following the Closing of the Business Combination.

 

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Under the terms of the Merger Agreement, of the 7,187,500 Sponsor Shares that will be converted into 7,187,500 Babylon Class A shares at Closing, 1,293,750 shares (which we refer to herein as the Sponsor Earnout Shares) will be subject to restrictions if and until milestones based on the achievement of certain price targets of Babylon Class A following the Closing are met. In the event such milestones

 

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are not met, all of the Sponsor Earnout Shares will be automatically converted into redeemable shares of Babylon, which Babylon can redeem for aggregate consideration of $1.00.

 

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If Alkuri is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Alkuri for services rendered or contracted for or products sold to Alkuri. If Alkuri consummates a business combination, on the other hand, Alkuri will be liable for all such claims.

 

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The Sponsor and Alkuri’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Alkuri’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Alkuri fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Alkuri may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by February 9, 2023 (or such later date as may be approved by Alkuri Stockholders in an amendment to the SPAC Charter). As of the record date, the Sponsor and Alkuri’s officers and directors and their affiliates had incurred approximately $4,099,486 of unpaid reimbursable expenses.

 

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If Alkuri is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds is $98,230,402, comprised of (a) $85,646,250 representing the market value of Sponsor Shares, (b) $8,484,666 representing the market value of private placement warrants and (c) $4,099,486 of unpaid expenses incurred by the Sponsor and Alkuri’s officers and directors and their affiliates. Certain Alkuri directors and executive officers have indirect economic interests in the private placement warrants and in the Sponsor Shares. This includes indirect economic interests in 25,000 Sponsor Shares held by each of Katie May and Stephen Smith and indirect economic interests in 30,000 Sponsor Shares held by Jason Harinstein. Jason Harinstein, Katie May and Stephen Smith are independent directors of Alkuri. Envst Opportunities LLC and Works Capital LLC may be deemed to have shared beneficial ownership of the Sponsor Shares and private placement warrants held directly by the Sponsor. The managing member of Envst Opportunities LLC is Sultan Almaadeed, Alkuri’s chairman. The manager of Works Capital LLC is Rich Williams, Alkuri’s Chief Executive Officer.

 

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The Sponsor, the chairman of the board of directors of Alkuri, and Alkuri’s Chief Executive Officer and Chief Financial Officer have agreed to purchase 1,300,000 Babylon Class A Shares pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Investors.

 

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Until the first anniversary of Closing, an affiliated entity of the Sponsor and Alkuri’s Chief Executive Officer and Chief Financial Officer will have the right to appoint or nominate one individual for election to the board of directors of Babylon.

 

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The Merger Agreement provides for the continued indemnification of Alkuri’s current directors and officers and the continuation of directors and officers liability insurance covering Alkuri’s current directors and officers.

 

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Alkuri’s officers and directors (or their affiliates) may make loans from time to time to Alkuri to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Alkuri outside of the trust account.

Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Alkuri special meeting, which is set for October 12, 2021; however, such meeting could be adjourned or postponed to a

 

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later date, as described above. The Closing of the Transactions is also subject to the approval of the holders of Alkuri Common Stock and Alkuri preferred shares, as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Merger Agreement—Conditions to Closing of the Transactions.”

Q: What do I need to do now?

A: Alkuri urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrantholder of Alkuri. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: When and where will the special meeting take place?

A: The special meeting will be held on October 12, 2021, at 9:00 a.m., Eastern time, solely over the Internet by means of a live audio webcast. You may attend the special meeting webcast by accessing the web portal located at https://www.cstproxy.com/alkuriglobal/2021 and following the instructions set forth below. Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to:

 

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vote via the web portal during the special meeting webcast; and

 

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submit questions or comments to Babylon’s directors and officers during the special meeting via the special meeting webcast.

Stockholders may submit questions or comments during the meeting through the special meeting webcast by typing in the “Submit a question” box.

Q: How do I attend the Special Meeting?

A: Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of our stockholders, the special meeting will be held virtually. Any stockholder wishing to attend the special meeting must register in advance. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of Alkuri Common Stock:

 

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Shares Held of Record. If you are a record holder, and you wish to attend the virtual special meeting, go to https://www.cstproxy.com/alkuriglobal/2021, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the special meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

 

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Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the virtual special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact Continental on or before October 12, 2021.

Alkuri Stockholders will also have the option to listen to the special meeting by telephone by calling:

 

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Within the United States and Canada: 1-877-770-3647 (toll-free)

 

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•

Outside of the United States and Canada: 1-312-780-0854 (standard rates apply)

The passcode for telephone access: 69889644#. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described above.

Q: How do I vote?

A: If you are a holder of record of Alkuri Common Stock on the record date, you may vote by virtually attending the special meeting and submitting a ballot via the special meeting webcast or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual special meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Equity Plan Proposal and the Adjournment Proposal are considered routine proposals. Accordingly, your broker, bank or nominee may vote your shares with respect to such proposals without receiving voting instructions.

The Business Combination Proposal is a non-routine proposal. Accordingly, your broker, bank or nominee may not vote your shares with respect to this proposal unless you provide voting instructions.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. Stockholders of record may send a later-dated, signed proxy card to Alkuri’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or virtually attend the special meeting and submit a ballot through the web portal during the special meeting webcast. Stockholders of record also may revoke their proxy by sending a notice of revocation to Alkuri’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the special meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q: What constitutes a quorum for the special meeting?

A: A quorum is the minimum number of shares of Alkuri Common Stock that must be present to hold a valid meeting. A quorum will be present at the Alkuri special meeting if a majority of all the outstanding shares of Alkuri Common Stock entitled to vote at the meeting are represented at the virtual special meeting or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Alkuri Class A Common Stock and Alkuri Class B Common Stock are entitled vote together as a single class on all matters to be considered at the special meeting.

 

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Q: What stockholder vote thresholds are required for the approval of each proposal brought before the special meeting?

 

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Business Combination Proposal—The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Alkuri Common Stock present and entitled to vote at the special meeting. Abstentions will have the same effect as a vote “against” the Business Combination Proposal. Brokers are not entitled to vote on the Business Combination Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have the same effect as a vote “against” the Business Combination Proposal.

 

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Equity Plan Proposal—The approval of the Equity Plan Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Alkuri Common Stock present and entitled to vote at the special meeting. Abstentions will have the same effect as a vote “against” the Equity Plan Proposal. Brokers are entitled to vote on the Equity Plan Proposal absent voting instructions from the beneficial holder because the proposal is considered “routine.” Consequently, there should be no broker non-votes with respect to the Equity Plan Proposal.

 

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Adjournment Proposal—The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Alkuri Common Stock present and entitled to vote at the special meeting. Abstentions will have the same effect as a vote “against” the Adjournment Proposal. Brokers are entitled to vote on the Adjournment Proposal absent voting instructions from the beneficial holder because the proposal is considered “routine.” Consequently, there should be no broker non-votes with respect to the Adjournment Proposal.

Q: What happens if I fail to take any action with respect to the special meeting?

A: If you fail to take any action with respect to the meeting and the Business Combination is approved by Alkuri Stockholders and consummated, you will become a shareholder or warrant holder of Babylon.

If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Alkuri, as applicable, and Alkuri will continue to search for another target business with which to complete an initial business combination. If Alkuri does not complete an initial business combination by February 9, 2023 (or such later date as may be approved by Alkuri Stockholders in an amendment to the SPAC Charter), Alkuri must cease all operations except for the purpose of winding up, redeem 100% of the outstanding Alkuri public shares, at a per-share price, payable in cash, equal to an amount then held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate.

Q: What should I do with my share and/or warrant certificates?

A: Warrant holders and those stockholders who do not elect to have their shares of Alkuri Common Stock redeemed for a pro rata share of the trust account should wait for instructions from Alkuri’s transfer agent regarding what to do with their certificates. Alkuri Stockholders who exercise their redemption rights must deliver their share certificates to Alkuri’s transfer agent (either physically or electronically) no later than two (2) business days prior to the special meeting as described above.

Upon consummation of the Transactions, the Alkuri Warrants, by their terms, will entitle holders to purchase shares of Babylon. Therefore, warrantholders need not deliver their warrants to Alkuri or Babylon at that time.

Q: What should I do if I receive more than one set of voting materials?

A: Alkuri Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage

 

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account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Alkuri Common Stock.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Alkuri Global Acquisition Corp.

4235 Hillsboro Pike, Suite 300

Nashville, TN 37215

Tel: (615) 632-0303

Attn: Investor Relations

Email: bill@alkuri.com

or the proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: KURI.info@investor.morrowsodali.com

You may also obtain additional information about Alkuri from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Alkuri public shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Alkuri’s transfer agent at the address below at least two (2) business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

 

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