Babylon Holdings Limited Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

22. Fair Value Measurements

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

•Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

•Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and

•Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

There were no transfers between fair value levels during the year.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Fair Value
	Level 1	Level 2	Level 3	Total
	$’000	$’000	$’000	$’000
Tradeable Alkuri Warrants	—	—	—	—
Non-tradeable Alkuri Warrants	—	—	—	—
AlbaCore Warrants	—	—	711	711
Stockholder earnouts	—	—	646	646
Sponsor earnouts	—	—	21	21
	—	—	1,378	1,378

The following table presents a reconciliation of the fair values for each level of fair value instruments is below:


	Tradeable (Level 1)	Non-tradeable (Level 2)	Non-tradeable (Level 3)	Total
	$’000	$’000	$’000	$’000
Balance of Warrant and Earnout liabilities at December 31, 2021	5,865	4,035	185,177	195,077
Fair value of Additional AlbaCore warrants upon issuance	—	—	3,418	3,418
Fair value remeasurement of Warrant and Earnout liabilities prior to settlement of Alkuri warrants	(3,105)	(2,136)	(173,489)	(178,730)
Settlement of Alkuri warrants upon issuance of shares	(2,760)	(1,899)	291	(4,368)
Fair value remeasurement of Warrant and Earnout liabilities	—	—	(14,019)	(14,019)
Balance of Warrant and Earnout liabilities at December 31, 2022	—	—	1,378	1,378

There tradeable Alkuri Warrants were valued using the instrument’s publicly listed trading price as of the date of the Consolidated Balance Sheets, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. There we no tradeable Alkuri Warrants as of December 31, 2022.

As the non-tradeable Alkuri Warrants have identical terms as the tradeable Alkuri Warrants, the non-tradeable Alkuri Warrants were valued using the tradeable Alkuri Warrants’ publicly listed trading price, which is considered to be a Level 2 fair value measurement due to the use of an observable market quote from a similar instrument in an active market. There we no non-tradeable Alkuri Warrants as of December 31, 2022.

The AlbaCore Warrants and Earnout shares were valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Earnout shares include both Stockholder and Sponsor Earnouts and have equivalent terms and conditions. The primary unobservable input utilized in determining the fair value of the AlbaCore Warrants and Earnout shares is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined using peer group companies ranging from 35.8% to 111.9%. Due to the nominal exercise price of the AlbaCore Warrants, changes in volatility would not result in a material change in the fair value of the warrants.

The key inputs into the Monte Carlo simulation model for the AlbaCore Warrants were as follows on the date of issuance and as of December 31, 2021 and 2022:


	As of			As of			As of
	December 31, 2022			December 31, 2021			November 4, 2021
Underlying stock price (USD)	$	6.75		$	145.75		$	241.50
Exercise price (USD)	$	0.00106		$	0.00106		$	0.00106
Volatility	75.7		%	71.6		%	66.7		%
Remaining term (years)	3.85			4.85			5.00
Risk-free rate	4.0		%	1.2		%	1.1		%

The key inputs into the Monte Carlo simulation model for the Earnout shares were as follows on the date of issuance and as of December 31, 2021 and 2022:


	As of			As of			As of
	December 31, 2022			December 31, 2021			October 21, 2021
Underlying stock price (USD)	$	6.75		$	145.75		272.50
Exercise price (USD)	N/A			N/A			N/A
Volatility	75.2		%	69.5		%	62.6	%
Remaining term (years)	4.56			5.56			5.75
Risk-free rate	4.0		%	1.3		%	1.3	%

The Gain / (loss) on Warrant liabilities for the years ended December 31, 2022, 2021 and 2020 is $18.2 million, $27.8 million and nil, respectively. The Gain / (loss) on Earnout liabilities for the years ended December 31, 2022, 2021 and 2020 is $174.3 million, $206.7 million and nil, respectively.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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