F-4 1 d139720df4.htm F-4 F-4
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As filed with the Securities and Exchange Commission on July 2, 2021

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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 7NW

United Kingdom

+44 (0) 20 3637 1273

(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 1005

(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 7NW

United Kingdom
Tel: +44 (0) 20 3637 1273

 

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.  ☐


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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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered

 

Proposed

Maximum

Offering
Price

per
Security

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee(3)

Class A ordinary shares

  43,125,000(1)   $9.90   $426,937,500.00   $46,578.88

Redeemable Warrants

  14,558,333(4)   $9.90   $144,127,496.70   $15,724.31

Total

  57,683,333       $571,064,996.70   $62,303.19

 

 

(1)

The number of Class A ordinary shares, par value $0.0000422573245084686 per share (“Babylon Class A Shares”), of Babylon Holdings Limited being registered is based upon an estimate of the sum of (a) 34,500,000 shares of Class A common stock, par value $0.0001 per share (“Alkuri Class A Common Stock”), of Alkuri Global Acquisition Corp. (“Alkuri”) that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for one Babylon Class A Share for each such share of Alkuri Class A Common Stock; and (b) 8,625,000 shares of Class B common stock, par value $0.0001 per share of Alkuri (“Alkuri Class B Common Stock” and, together with Alkuri Class A Shares, the “Alkuri Common Stock”) that will be outstanding immediately prior to the Business Combination and exchanged for one Babylon Class A Share for each such share of Alkuri Class B Common Stock.

(2)

Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the aggregate market value of the approximate number of ordinary shares of Alkuri be exchanged for ordinary shares of Babylon in the Business Combination based upon a market value of $9.90 per share of common stock of Alkuri, the average of the high and low sale prices per ordinary share of Alkuri on The Nasdaq Capital Markets on June 30, 2021.

(3)

Calculated by multiplying the proposed maximum aggregate offering price by 0.0001091.

(4)

The number of warrants (exercisable for shares of Alkuri Class A Common Stock at a price of $11.50 per whole share that will become, upon the Closing (as defined herein) of the Business Combination, exercisable for Babylon Class A Shares on the basis that each warrant will give the holder the right to purchase one Babylon Class A Share for a warrant price of $11.50 per whole share) being registered is based on (a) 8,625,000 warrants that were issued by Alkuri in connection with its initial public offering pursuant to the Registration Statement on Form S-1 (333-251832) (the “Public Warrants”) and (b) 5,9333,333 warrants that were issued pursuant to a concurrent private placement (the “Private Placement Warrants”, and together with the public warrants, the “Alkuri Warrants”). Pursuant to the Business Combination and the terms of the Alkuri Warrants, upon the Closing, Babylon Holdings Limited will assume the Alkuri Warrants and the obligations thereunder.

 

 

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.

 

 

 


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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 JULY 2, 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 (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 (collectively, the “Founder”) or a Founder permitted transferee. 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, Babylon will issue at the Closing (i) to the Founder, 38,800,000 Babylon Class B Shares (the “Stockholder Earnout Shares”) and (ii) to the Sponsor, 1,293,750 Babylon Class A Shares that the Sponsor would otherwise receive as consideration for the Business Combination (the “Sponsor Earnout Shares” and together with the Stockholder Earnout Shares, the “Earnout Shares”). The Earnout Shares will be subject to milestones (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.

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                 , 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,


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as amended (the “Exchange Act”). Babylon intends to apply for listing of the Babylon Class A Shares and Babylon Warrants on the Nasdaq Stock Market LLC (“Nasdaq”) 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 Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements). While trading on Nasdaq 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 Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 33 for more information.

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. 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 33 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                 , 2021, and is first being mailed to Alkuri Stockholders on or about                 , 2021.


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Notice of Special Meeting of Stockholders

of Alkuri Global Acquisition Corp.

To Be Held on                , 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                , 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://                . 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                 , 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://                . To ensure your representation at the special meeting, however, you are urged to


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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 #. Questions can also be sent by email to #. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://#.

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

By Order of the Board of Directors

Rich Williams

Chief Executive Officer

                    , 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.


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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

     17  

RISK FACTORS

     33  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     100  

SPECIAL MEETING OF ALKURI STOCKHOLDERS

     103  

PROPOSAL ONE—THE BUSINESS COMBINATION PROPOSAL

     109  

PROPOSAL TWO—THE EQUITY PLAN PROPOSAL

     127  

PROPOSAL THREE—THE ADJOURNMENT PROPOSAL

     135  

THE MERGER AGREEMENT

     136  

AGREEMENTS ENTERED INTO IN CONNECTION WITH THE MERGER AGREEMENT

     147  

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     150  

CERTAIN MATERIAL JERSEY TAX CONSIDERATIONS

     168  

INFORMATION ABOUT THE COMPANIES

     169  

ALKURI’S BUSINESS

     170  

BABYLON’S BUSINESS

     177  

SELECTED HISTORICAL FINANCIAL DATA OF ALKURI

     200  

ALKURI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     201  

SELECTED HISTORICAL FINANCIAL DATA OF BABYLON

     205  

BABYLON’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     206  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     220  

MANAGEMENT FOLLOWING THE BUSINESS COMBINATION

     235  

DIRECTOR AND EXECUTIVE COMPENSATION

     241  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     248  

DESCRIPTION OF BABYLON’S SHARE CAPITAL AND ARTICLES OF ASSOCIATION

     253  

DESCRIPTION OF BABYLON WARRANTS

     262  

COMPARISON OF RIGHTS OF BABYLON SHAREHOLDERS AND ALKURI STOCKHOLDERS

     266  

BENEFICIAL OWNERSHIP OF SECURITIES

     282  

SHAREHOLDER PROPOSALS AND NOMINATIONS

     284  

APPRAISAL RIGHTS

     285  

STOCKHOLDER COMMUNICATIONS

     286  

LEGAL MATTERS

     287  

EXPERTS

     288  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     289  

ENFORCEABILITY OF CIVIL LIABILITY

     290  

WHERE YOU CAN FIND MORE INFORMATION

     291  

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  


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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.

 

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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.

 

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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.

 

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SELECTED DEFINITIONS

 

2021 Plan    means the Babylon 2021 Equity Incentive Plan.
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.
“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.

 

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“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.
Founder    means collectively Dr. Ali Parsadoust and his affiliates.
GDPR    means the General Data Protection Regulation.
Higi    means Higi SH Holdings Inc.
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.
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.

 

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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 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 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 $25,000 prior to the Alkuri IPO and which will be converted into Babylon Class A Shares in connection the Closing.
Subscription Agreements    means the subscription agreements dated as of June 3, 2021, pursuant to which the PIPE Investment will be consummated.
Transactions    means the Reclassification and the transactions contemplated by the Business Combination and the Ancillary Agreements.
U.S. GAAP    means accounting principles generally accepted in the United States of America.
USD” or “US$    means U.S. dollars.

 

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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.”

 

   

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.

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 on 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. Each share of Alkuri Common Stock will be automatically converted into the right to receive one Babylon Class A Share and the Alkuri Class A Common Stock will cease trading. Each outstanding Alkuri Warrant will be assumed by Babylon and automatically converted into a Babylon Warrant. Babylon intends to apply for listing of the Babylon Class A Shares and Babylon Warrants on Nasdaq under the proposed symbols “BBLN” and “BBLN.W,” respectively, to be effective upon the consummation of the Business Combination. While trading on Nasdaq 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 Nasdaq 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: 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. This PIPE Investment will close concurrently with the Business Combination.

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

 

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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 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

 

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account (which, for illustrative purposes, was $                , or $                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.

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.

 

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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 redemption may result in the failure of the Business Combination to qualify as a tax-free reorganization. See “Certain 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 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

 

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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 $                based upon the closing price of $                per share on Nasdaq on                 , 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.

 

   

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 $                based upon the closing price of $                per warrant on Nasdaq on                , 2021. The Alkuri Class A Common Stock underlying the private placement warrants had an aggregate market value of $                based upon the closing price of $                per share on Nasdaq on                , 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.

 

   

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.

 

   

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 $                of unpaid reimbursable expenses.

 

   

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.

 

   

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.

 

   

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.

 

   

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

 

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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                , 2021; however, such meeting could be adjourned or postponed to a 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                , 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://                 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:

 

   

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

 

   

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:

 

   

Shares Held of Record. If you are a record holder, and you wish to attend the virtual special meeting, go to https://                 , 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.

 

   

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                 . 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

 

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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                , 2021.

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

 

   

Within the United States and Canada:                  (toll-free)

 

   

Outside of the United States and Canada:                  (standard rates apply)

The passcode for telephone access:                #. 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.

 

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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.

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

 

   

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.

 

   

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.

 

   

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.

 

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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 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:

Email:

or the proxy solicitor at:

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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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes and exhibits, to fully understand the Merger Agreement, the Business Combination and the other matters being considered at the special meeting of Alkuri Stockholders. For additional information, see “Where You Can Find More Information” in this proxy statement/prospectus. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

Information About the Companies

Babylon Holdings Limited

Babylon Holdings is a leading digital-first, value-based care company. Founded in 2013, Babylon Holding’s mission is to make high-quality healthcare accessible and affordable for everyone on Earth. Babylon Holdings believes it is poised to reengineer the global healthcare market to better align system-wide incentives and to shift the focus from reactive sick care to preventative healthcare, resulting in better member health, improved member experience and reduced costs. To achieve this goal, Babylon Holdings leverages its highly scalable, digital-first platform combined with high quality clinical operations and affiliated provider networks to provide an integrated, end-to-end healthcare solution. Babylon Holdings was incorporated under the laws of Jersey, Channel Islands, on April 11, 2014 with registered number 115471.

The mailing address of Babylon Holdings’ headquarters and principal executive offices is 1 Knightsbridge Green, London, SW1X 7NW, United Kingdom and Babylon Holdings’ telephone number is +44 (0) 20 3637 1273.

Alkuri Global Acquisition Corp.

Alkuri Global Acquisition Corp. was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Alkuri was incorporated under the laws of the State of Delaware on December 1, 2020.

On February 9, 2021, Alkuri closed its initial public offering of 34,500,000 units (after taking into account the full exercise of the over-allotment option by Alkuri’s underwriters), with each unit consisting of one share of Alkuri Class A Common Stock and one-fourth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Alkuri Class A Common Stock at a price of $11.50 commencing 30 days after the consummation of an initial business combination.

Alkuri’s units, the Alkuri Class A Common Stock and the Alkuri Warrants are listed on Nasdaq under the symbols KURIU, KURI and KURIW, respectively.

The mailing address of Alkuri’s principal executive office is 4235 Hillsboro Pike, Suite 300 Nashville, TN 37215, and its telephone number is (615) 632-0303. After the consummation of the Business Combination, Alkuri’s principal executive office will be that of Babylon.

Liberty USA Merger Sub, Inc.

Liberty USA Merger Sub, Inc. is a newly formed Delaware corporation and a wholly owned subsidiary of Babylon Holdings. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Babylon Holdings.


 

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The Merger Agreement

The terms and conditions of the merger of Merger Sub with and into Alkuri, with Alkuri surviving the merger as a wholly owned subsidiary of Babylon (the “Business Combination”) are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

Structure of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into Alkuri with Alkuri surviving the merger. Upon consummation of the foregoing, Alkuri will be a wholly-owned subsidiary of Babylon (formerly Babylon Holdings).

The following diagrams illustrate in simplified terms the current structure of Alkuri and Babylon Holdings and the expected structure of Babylon (formerly Babylon Holdings) upon the Closing.

 

LOGO


 

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Simplified Post-Business Combination Structure

 

LOGO

Merger Consideration; Reclassification

The Business Combination implies a $4.2 billion post-closing equity value and a current equity value of Babylon at $3.515 billion, and prior to the Closing, Babylon will effect the Reclassification whereby (i) each outstanding Babylon Holdings G1 Share will be reclassified as Babylon Holdings Class B shares, (ii) each outstanding Babylon Holdings Class B Share and Babylon Holdings Class C Share will be reclassified into Babylon Class A Shares, and (iii) each outstanding Babylon Holdings Class A Share will be reclassified into Babylon Class B Shares. As a result of the Reclassification, each outstanding Babylon Class A Share and Babylon Class B Share will have a value at the time of the Business Combination of $10.00 (based on the $3.515 billion equity value of Babylon Holdings). At the Closing, the Babylon Class B Shares will be held by the Founder or a Founder permitted transferee. 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 15 votes per share (while each Babylon Class A Share will have one vote per share). See “The Merger Agreement–Reclassification.”

Earnout

In addition, in connection with the Closing, Babylon will issue at the closing the Stockholder Earnout Shares and the Sponsor Earnout Shares. The Stockholder Earnout Shares and the Sponsor Earnout Shares will be subject to milestones (based on the achievement of certain price targets of Babylon Class A Shares following the Closing) as further described in the section entitled “The Merger Agreement – Earnout.” 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 Alkuri Board’s Reasons for the Business Combination

In evaluating the Business Combination, Alkuri’s board of directors consulted with Alkuri’s management and legal and financial advisors. Alkuri’s board of directors reviewed various industry and financial data in order


 

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to determine that the consideration to be paid was reasonable and that the Business Combination was in the best interests of Alkuri Stockholders. The financial data reviewed included the historical and projected consolidated financial statements of Babylon Holdings, comparable publicly traded company analyses and an analysis of pro forma capital structure and trading multiples prepared by management and Alkuri’s advisors.

Alkuri’s management conducted a due diligence review of Babylon Holdings that included an industry analysis, an analysis of the existing business model of Babylon Holdings and historical and projected financial results. Alkuri’s management, including its directors and advisors, have many years of experience in both operational management and investment and financial management and analysis and, in the opinion of Alkuri’s board of directors, were suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a business combination partner. A detailed description of the experience of Alkuri’s executive officers and directors is included in the section of this proxy statement/prospectus entitled “Alkuri’s Business—Directors and Executive Officers.”

In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement, including the proposed Business Combination, are advisable, fair to and in the best interests of Alkuri and its stockholders and (ii) to recommend that its stockholders adopt and approve the Merger Agreement and approve the Business Combination contemplated therein, Alkuri’s board of directors considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, Alkuri’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. Alkuri’s board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Alkuri’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

In considering the Business Combination, Alkuri’s board of directors gave considerable weight to the following factors:

 

   

Visionary Founder and World Class Management Team. Dr. Ali Parsadoust and the Babylon Holdings management team have a deep understanding of both their direct customers (payer entities) and end users (network participants) and, with over a century of collective experience in healthcare and technology, have the drive and competency to grow the business and provide healthcare in a manner that improves the end user’s experience and reduces costs for its customers. Importantly, in a space like healthcare, with large and entrenched incumbents and relatively high barriers to entry, Alkuri believes it is critical to combine the experience, competency and drive of a qualified and accomplished management team like Babylon Holdings’ with a proven entrepreneurial leader like Dr. Ali Parsadoust, who brings a bold vision to drive change in the segment using technology and a customer-focused approach. Dr. Ali Parsadoust built the first private company to run a U.K. National Health Service (“NHS”) hospital, Circle Health, which then became Europe’s largest partnership of clinicians before going public in 2012. Dr. Ali Parsadoust has been named by The Times among the 100 global people to watch, and by the Health Service Journal among the 100 most influential people in U.K. healthcare.

 

   

Large market opportunity.    The $10 trillion global healthcare market, is expected to grow over the coming decades and there is a clear need for accessibility, quality and affordability. Alkuri also believes that the market is early in its adoption of technology, even in large economies like the United States. To date, Babylon Holdings has deployed its technology in 16 countries and actively provides clinical services in three. Babylon Holdings is focused on developing its technology and growing its existing market in the United States, which represents an almost $4 trillion healthcare market opportunity, while also planting roots in new geographical markets.


 

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Disruptors.    Babylon Holdings is paving the way in the digital transformation of healthcare. By reengineering the healthcare value change and balancing accessibility, affordability and quality, Babylon Holdings is using its technology platform to connect users to clinical experts and provide best-in-class virtual care, in-person medical care and post-care offerings. In Alkuri’s view, Babylon Holding is unique in applying a mobile native, digital-first approach at scale to proactive and preventative end-to-end healthcare, which disrupts the traditional in-person, reactive, “sick care” model that is prevalent in health systems around the world. As evidenced by other market segments like retail and entertainment, Alkuri believes that digital-first platforms and products that are well-aligned to the changing needs of its customers can demonstrate more rapid growth, claim significant market share, and deliver the potential for outsized returns relative to their physical-first peers. As a digital-first disruptor that breaks the mold of a system dominated by clinic- and physical-first competitors, Alkuri believes Babylon Holdings represents a similar potential opportunity in the healthcare segment, as evidenced in particular by its accelerated growth in the United States over the past year. For example, Babylon Holdings’ publicly traded peers in both integrated care and telemedicine are growing on average at roughly 40% per year, while Babylon Holdings is growing in a manner consistent with a true technology disruptor, with over 300% growth in each of the past two years.

 

   

Next generation technology.    Babylon Holdings’ artificial intelligence (“AI”) architecture and fully integrated technology platform is designed to help its members navigate their deeply-personal healthcare journeys. Babylon Holdings’ AI has been designed with a focus on delivering insights and efficiencies to members and clinicians. The AI’s core features include: interpretability and explainability to provide a layer of transparency over insights and, efficiencies, quantification on uncertainty providing for less uncertainty and more accurate predictions, data efficiency and flexibility enabling Babylon to adapt to multiple sources of information and consider latest clinical guidelines, public studies and multiple sources of medical knowledge. In addition, unlike many of its peers which either focus on bringing patients into their clinics or provide a single solution like fee-based telemedicine consultations, the broader technology platform is designed to help manage the end-to-end care for a member, and represents what Alkuri believes is the cutting edge of digital-first healthcare and a multi-year advantage over “technology enabled” industry incumbents and others seeking to enter the market.

 

   

Scalable, durable business model. Babylon Holdings’ digital-first model is highly scalable and enables it to deliver fully-integrated, personalized healthcare across the entire care spectrum through mobile devices the vast majority of individuals in Babylon Holdings’ target markets already own or access. Alkuri expects healthcare spending to continue rising globally as the population in key markets like the United States continue to age, and Alkuri believes durable secular industry trends toward digital solutions as well as value-based care will continue to drive adoption of digital healthcare services like those offered by Babylon Holdings. Babylon Holdings has shown an ability to find market fit and rapidly scale both its software licensing services and value-based care services, yet the 24 million members served by Babylon Holdings represent a small fraction of the total addressable market. Alkuri believes Babylon Holdings’ technology advantages can enable it to grow revenues on a rate basis faster than its peers, as it has for multiple years, by expanding the covered population and scope of services in its existing markets and customers, expanding to new markets with new and existing customers, pursuing strategic partnership and inorganic growth through acquisitions and continuing to invest in technology and infrastructure to improve capabilities.

 

   

Consumer and Small-to-Medium Business (SMB) go-to-market characteristics. While in many cases the contracted customers of the Babylon Holdings service will be a corporate entity like an insurance company, we believe that developing a strong consumer brand and deep consumer relationships represents a significant opportunity for Babylon Holdings over time. Alkuri believes a unique characteristic of the Babylon Holdings model is that, unlike most traditional “sick care” systems in healthcare, which generally reward expensive and episodic emergency care, Babylon Holdings’


 

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business and gross margin can actually improve as more members engage with the product, provide data to enable preventative care, and avoid costly urgent care, emergency room and hospital visits. Alkuri expects that building strong direct relationships and brand equity with Babylon Holdings’ consumer members can create both significant potential bottom-line improvements and retentive capacity for its payer clients and contracts while enhancing Babylon Holdings’ overall market position and ability to differentiate itself from its competitors. Alkuri’s management’s deep expertise in scaling consumer brands, business models and products, particularly in mobile, by using digital marketing strategies and technology-enabled salesforces to help scale businesses may be instrumental in helping Babylon Holdings reach new customers and end users, and to build a differentiated brand positioning and awareness in a market that we believe is lacking in strong consumer-oriented brands.

 

   

Organic and inorganic growth potential. Babylon Holdings has experienced robust growth in its early stages yet Alkuri sees significant addressable market expansion opportunities, with potential expansion in the United States and other new geographies, as well as potential opportunities for inorganic growth through acquisitions. Notably, the potential for market expansion and inorganic growth is not contemplated in the current growth projections of Babylon Holdings.

 

   

Defensible market position. The healthcare industry and, to a lesser extent, the telemedicine and digital self-care industries in which we operate are highly competitive, however most of Babylon Holdings’ competitors are generally focused on one specific slice of the healthcare spectrum, single chronic condition or a single mode of service (e.g., telemedicine), or are limited to specific and smaller geographic ranges due to their reliance on operating owned physical locations, rather than delivering the entire healthcare needs of a member on a national or even global basis. Babylon Holdings has developed a digital platform and business model that Alkuri believes will be difficult for other companies in the healthcare and traditional fee-for-service space to emulate.

 

   

Attractive Valuation. The Business Combination implies a $4.2 billion post-closing equity value and a current equity value of Babylon Holdings at $3.515 billion (or 5.1x projected 2022E revenues of $710 million) which represents a sizeable discount to public trading market valuations of comparable companies across digital and telehealth industries and digitally enabled healthcare providers. The set of comparable companies to Babylon Holdings was selected based on the existing universe of publicly traded companies at the time of the transaction. Additionally, the valuation discount is relative to companies that are growing at lower rates than Babylon Holdings. Adjusting for Babylon Holdings’ accelerated growth resulted in the valuation range representing an even more sizeable discount to its peers, which we believe positions the Business Combination as an attractive opportunity for Alkuri Stockholders.

Alkuri’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

 

   

Potential Inability to Complete the Merger.    The Alkuri board of directors considered the possibility that the Business Combination may not be completed and the potential adverse consequences to Alkuri if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to factors outside of the control of the parties to the transaction. The Business Combination Agreement also includes an exclusivity provision that prohibits Alkuri from soliciting other initial business combination proposals, which restricts Alkuri’s ability to consider other potential initial business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.

 

   

The Risk that Alkuri’s Public Stockholders Would Vote Against the Business Combination Proposal or Exercise Their Redemption Rights.    The Alkuri board of directors considered the risk that some of the current public stockholders would vote against the Business Combination proposal or decide to


 

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exercise their redemption rights, thereby depleting the amount of cash available in the trust account to an amount below the minimum required to consummate the Business Combination. Further, the fact that public stockholders may vote for the Business Combination proposal while also exercising their redemption rights mitigates against any incentive a public stockholder might have to vote against the Business Combination proposal, especially to the extent that they hold public warrants which would be worthless if the Business Combination is not completed.

 

   

Babylon Holdings’ Business Risks.    The Babylon Holdings board of directors considered that Babylon Stockholders would be subject to the execution risks associated with Babylon Holdings if they retained their public shares following the Closing, which were different from the risks related to holding public shares of Alkuri prior to the Closing. In this regard, the Alkuri board of directors considered that there were risks associated with successful implementation of Babylon Holdings’ long term business plan and strategy and Babylon Holdings realizing the anticipated benefits of the Business Combination on the timeline expected or at all. The Alkuri board of directors considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Alkuri Stockholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For additional description of these risks, please see “Risk Factors.”

 

   

Post-Business Combination Corporate Governance.    The Alkuri board of directors considered the corporate governance provisions of the Merger Agreement and Babylon Holdings’ anticipated organizational documents and the effect of those provisions on the governance of Babylon Holdings following the Closing. In particular, they considered that, assuming no redemptions by Alkuri Stockholders, the Founder will individually control shares representing approximately 70% of Babylon Holdings’ voting power upon completion of the Business Combination and have the right to designate a majority of directors to the board of directors of Babylon Holdings for as long as he hold certain amounts of shares of Babylon Shares and will have a right to approve or reject transactions involving Babylon Holdings. The Alkuri board of directors also considered the circumstances under which the “high vote” stock would convert into “low vote” stock. The Alkuri board of directors was aware that these rights are not generally available to stockholders of Alkuri, including stockholders that may hold a large number of shares, or directors of Alkuri. See “Agreements Entered Into in Connection with the Merger Agreement” for detailed discussions of the terms and conditions of these agreements.

 

   

No Survival of Remedies for Breach of Representations, Warranties or Covenants by Babylon Holdings.    The Alkuri board of directors considered that the terms of the Merger Agreement provide that neither Alkuri nor its stockholders will have any recourse against Babylon Holdings or its current shareholders after the Closing of the Business Combination to recover for losses as a result of any inaccuracies or breaches of the Babylon Holdings representations, warranties or covenants set forth in the Merger Agreement.

 

   

Litigation.    The Alkuri board of directors considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

 

   

Fees and Expenses.    The Alkuri board of directors considered the fees and expenses associated with completing the Business Combination.

 

   

Diversion of Management.    The Alkuri board of directors considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Babylon Holdings’ business.

 

   

Alkuri’s Management and Directors May Have Different Interests in the Business Combination Than the Public Stockholders.    The Alkuri board of directors also considered the fact that members of Alkuri’s management and board of directors may have interests that are different from, or are in


 

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addition to, the interests of its stockholders generally, including the matters described under “Special Meeting of Alkuri StockholdersInterests of Alkuri’s Officers and Directors in the Transactions” below. However, Alkuri’s board of directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the Alkuri IPO prospectus, and (ii) these disparate interests would exist or may be even greater with respect to a business combination with another target company.

 

   

Risks Related to the Dual-Class Share Structure.    The Alkuri board of directors also 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.

 

   

Other Risks. Various other risks associated with Babylon Holdings’ business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Alkuri’s board of directors concluded that the potential benefits that it expected Alkuri and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, Alkuri’s board of directors unanimously determined that the Merger Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of Babylon and its stockholders.

Interests of Alkuri’s Officers and Directors in the Transactions

In considering the recommendation of Alkuri’s board of directors to vote in favor of approval of the Business Combination Proposal, Alkuri Stockholders should keep in mind that the Sponsor and Alkuri’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Alkuri Stockholders generally. In particular:

 

   

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 $                based upon the closing price of $                per share on Nasdaq on                 , 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.

 

   

The Sponsor purchased 5,933,333 private placement warrants from Alkuri for $1.50 per private. 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 $                based upon the closing price of $                per warrant on Nasdaq on                , 2021. The Alkuri Class A Common Stock underlying the private placement warrants had an aggregate market value of $                based upon the closing price of $                per share on Nasdaq on                , 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


 

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Combination and each outstanding share of Alkuri Common Stock will be converted into Babylon Class A Shares pursuant to the Merger Agreement.

 

   

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.

 

   

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 $                of unpaid reimbursable expenses.

 

   

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.

 

   

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.

 

   

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.

 

   

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.

Interests of Babylon Holdings’ Directors and Officers in the Business Combination

In considering the recommendation of Alkuri’s board of directors in favor of the approval of the Business Combination Proposal, stockholders should keep in mind that Babylon Holdings’ directors and officers may have interests in such proposal that are different from, or in addition to, those of Alkuri Stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

Entities affiliated with Dr. Ali Parsadoust, Babylon Holdings’ Chief Executive Officer and chairman of Babylon Holdings’ board of directors, and his wife, Mairi Johnson, Babylon Holdings’ Chief Partnerships Officer and member of Babylon Holdings’ board of directors, have agreed to purchase 200,000 Babylon Class A Shares pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Investors. Entities affiliated with (i) Per Brilioth, member of Babylon Holdings’ board of directors, and VNV Global AB, a holder of greater than 5% of Babylon Holdings’ share capital, and (ii) Georgi Ganev, member of Babylon’s board of directors, and an entity affiliated with Kinnevik AB, holder of greater than 5% of Babylon Holdings’ share capital, have each agreed to purchase 500,000 Babylon Class A Shares pursuant to Subscription Agreements on substantially the same terms and conditions as the other PIPE Investors.


 

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Certain of Babylon Holdings’ directors and executive officers will serve as officers of Babylon following the consummation of the Business Combination. As such, in the future they will receive any cash or equity-based compensation that the Babylon board determines to pay to such officers. For additional information, see the section entitled “Management Following the Business Combination.”

 

   

Dr. Ali Parsadoust will receive the Stockholder Earnout Shares pursuant to the Merger Agreement. For additional information, see the section entitled “The Merger Agreement—Earnout”.

Agreements Entered Into in Connection with the Merger Agreement

Subscription Agreements

Concurrently with the execution of the Merger Agreement, Alkuri and Babylon Holdings entered into Subscription Agreements, each dated as of June 3, 2021, with the PIPE Investors, pursuant to which, among other things, Babylon Holdings agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 23,000,000 Babylon Class A Shares for $10.00 per share. The PIPE Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription Agreements, including the consummation of the Business Combination.

Entities affiliated with the Sponsor 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. The Founder has agreed to purchase 200,000 Babylon Class A Shares pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Investors. Entities affiliated with VNV Global AB and Kinnevik AB, each a holder of more than 5% of Babylon Shares upon the Closing of the Business Combination, have each agreed to purchase 500,000 Babylon Class A Shares pursuant to Subscription Agreements on substantially the same terms and conditions as the other PIPE Investors.

Voting and Support Agreements

Concurrently with the execution of the Merger Agreement, certain shareholders of Babylon Holdings, constituting the requisite number of shareholders of Babylon Holdings for the purposes of applicable laws and Babylon Holdings’ governing documents, approved the Business Combination and related transactions. Babylon Holdings also entered into Voting and Support Agreements (the “Voting and Support Agreements”) with certain shareholders of Babylon Holdings, pursuant to which such shareholders agreed, among other things, not to revoke their approval of the Business Combination and the Transactions.

Registration Rights Agreement

In connection with the execution of the Merger Agreement, Alkuri, the Sponsor, Babylon Holdings, certain Alkuri Stockholders and certain shareholders of Babylon entered into a Registration Rights Agreement (the “Registration Rights Agreement”) containing customary registration rights for the stockholders party to the agreement.

Lockup Agreement

Concurrently with the execution of the Merger Agreement, Babylon Holdings, the Sponsor and certain shareholders of Babylon have entered into a lockup agreement (collectively, the “Lockup Agreement”). Pursuant to the Lockup Agreement, the Sponsor and such shareholders have agreed they will not (A) sell, offer to sell, contract or agree to sell, hypothecate or pledge, grant any option to purchase or otherwise dispose of or enter into an agreement to dispose of or establish or increase a put equivalent position or liquidation with respect to or


 

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decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any security, (B) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (C) publicly announce any intention to effect any transaction specified in clause (A) or (B) with respect to their Babylon Shares, subject to certain exceptions, (i) until the earlier of (A) a period of six months following the Closing (or, in the case of the Founder, for a period of nine months following the Closing) and (B) subsequent to the Closing, the date on which (x) the closing price of the Babylon Class A Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, consolidations, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Closing or (y) Babylon completes a liquidation, merger, share capital exchange, reorganization or other similar transaction that results in all of Babylon’s members have the right to exchange their Babylon Shares for cash, securities or other property (the “Transfer Restrictions”). The Sponsor has agreed that it shall not transfer its warrants to acquire Babylon Shares and the Babylon Shares issuable upon the settlement or exercise of such warrants for 30 days after the Closing. The Transfer Restrictions do not apply to any shares acquired pursuant to the Subscription Agreement or 3,665,625 Babylon Class A Shares to be received by the Sponsor in connection with the Closing of the Business Combination as consideration for the exchange its shares of Alkuri Class B Common Stock into Babylon Class A Shares.

Sponsor Agreement Amendment

Concurrently with the execution of the Merger Agreement, the Sponsor, Alkuri, and certain insiders of Sponsor entered into a Sponsor Agreement Amendment (the “Sponsor Agreement”) in favor of Alkuri and Babylon, pursuant to which they agreed to (i) vote all shares of Babylon Shares beneficially owned by them in favor of the Business Combination and each other proposal related to the Business Combination on the agenda at the meeting of Babylon stockholders called to approve the Business Combination, (ii) appear at such stockholder meeting for the purpose of establishing a quorum, (iii) vote all such shares against any action that would reasonably be expected to materially impede, interfere with, delay, postpone, or adversely affect the Transactions and (iv) not transfer, assign, or sell such shares, except to certain permitted transferees, prior to the consummation of the Transactions.

Director Nomination Agreement

Concurrently with the execution of the Merger Agreement, Works Capital LLC (“Works Capital”), an entity affiliated with Alkuri’s Chief Executive Officer and Chief Financial Officer, entered into that certain Director Nomination and Voting Agreement with Babylon Holdings dated as of June 3, 2021 (the “Director Nomination Agreement”), pursuant to which Works Capital received the right to appoint a nominee to Babylon’s board of directors following the consummation of the Business Combination until the first anniversary of the Effective Time, and Babylon Holdings agreed to take all action necessary to ensure that such nominee is (i) included in Babylon’s slate of director nominees and recommended by Babylon Holdings’ board of directors, and (ii) included in Babylon Holdings’ proxy statement when such nominee is up for election.

Certain Material U.S. Federal Income Tax Considerations

For a description of U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of shares of Alkuri Common Stock and the ownership and disposition of Babylon Shares and/or Babylon Warrants, please see the information set forth in “Certain Material U.S. Federal Income Tax Considerations” in this proxy statement/prospectus.


 

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Material Jersey Tax Considerations

For a description of material Jersey tax considerations including in connection with the ownership and disposition of Babylon Shares and/or Babylon Warrants, please see the information set forth in “Certain Material Jersey Tax Considerations”.

 

Redemption Rights

Pursuant to the SPAC Charter, a holder of Alkuri public shares may demand that Alkuri redeem such shares for cash if the business combination is consummated; provided that Alkuri may not consummate the business combination if it has less than $5,000,001 of net tangible assets either immediately prior to or upon consummation of the business combination. Holders of Alkuri public shares will be entitled to receive cash for

these shares only if they deliver their shares to Alkuri’s transfer agent no later than two (2) business days prior to the special meeting. Holders of Alkuri public shares do not need to affirmatively vote on the Business Combination Proposal or be a holder of such Alkuri public shares as of the record date to exercise redemption rights. If the Business Combination is not consummated, these shares will not be redeemed for cash. If a holder of Alkuri public shares properly demands such redemption, delivers his, her or its shares to Alkuri’s transfer agent as described above, and the Business Combination is consummated, Alkuri will redeem each Alkuri public share into a full pro rata portion of the trust account, calculated as of two (2) business days prior to the date of the special meeting. It is anticipated that this would amount to approximately                  per share. If a holder of Alkuri public shares exercises his, her or its conversion rights, then it will be redeeming shares of Alkuri Common Stock for cash and will not become a shareholder of Babylon. See the section of this proxy statement/prospectus titled “Special Meeting of Alkuri Stockholders—Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Holders of Alkuri Warrants do not have redemption rights with respect to such securities.

Appraisal Rights

Alkuri Stockholders and holders of Alkuri Warrants do not have appraisal rights in connection with the Transactions under the DGCL. See the section of this proxy statement/prospectus titled “Special Meeting of Alkuri Stockholders—Appraisal Rights.”

Voting Power; Record Date

Alkuri Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned Alkuri Class A Common Stock at the close of business on                , 2021, which is the record date for the special meeting. Alkuri Stockholders will have one vote for each share of Alkuri Class A Common Stock owned at the close of business on the record date. 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 counted. Alkuri Warrants do not have voting rights. On the record date, there were                shares of Alkuri Class A Common Stock outstanding, of which                were Alkuri public shares with the rest being held by the Alkuri board of directors, Alkuri’s officers and other initial stockholders and their respective affiliates (including the Sponsor).

The Equity Plan Proposal

Alkuri will ask its stockholders to approve and adopt, assuming the Business Combination Proposal is approved, the 2021 Plan, which, if approved, would take effect upon Closing. This summary is qualified in its entirety by reference to the complete text of the Equity Plan Proposal. See the section of this proxy statement/prospectus titled “Proposal TwoThe Equity Plan Proposal.”


 

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The Adjournment Proposal

If Alkuri is unable to consummate the Business Combination at the time of the special meeting for any reason, the chairman presiding over the special meeting may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal Three—The Adjournment Proposal.”

Recommendation to Alkuri Stockholders

Alkuri’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of Alkuri and its stockholders and recommended that Alkuri Stockholders vote “FOR” the Business Combination Proposal, “FOR” the Equity Plan Proposal and “FOR” the Adjournment Proposal, if presented.

Comparison of Rights of Stockholders of Alkuri and Shareholders of Babylon

If the Business Combination is successfully completed, holders of Alkuri Common Stock will become holders of Babylon Class A Shares, and their rights as shareholders will be governed by Babylon’s organizational documents. There are also differences between the laws governing Alkuri, a Delaware corporation, and Babylon, a Jersey company. For more information, please see “Comparison of Rights of Babylon Shareholders and Alkuri Stockholders” in this proxy statement/prospectus for more information.

Implications of being an “Emerging Growth Company” and a “Foreign Private Issuer”

Each of Alkuri and Babylon Holdings is, and consequently, following the Business Combination, Babylon will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, Babylon will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Babylon’s securities less attractive as a result, there may be a less active trading market for Babylon’s securities and the prices of Babylon’s securities may be more volatile.

Babylon will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Alkuri IPO, (b) in which Babylon has total annual gross revenue of at least $1.07 billion, or (c) in which Babylon is deemed to be a large accelerated filer, which means the market value of Babylon’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Babylon has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Babylon Holdings is also considered a “foreign private issuer” and will report under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) as a non-U.S. company with “foreign private issuer” status. This means that, even after Babylon Holdings no longer qualifies as an “emerging growth company,” as long as it qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of and intends to take advantage certain exemptions from the Exchange Act that are applicable to U.S. public companies, including:

 

   

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;


 

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the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

Babylon Holdings may take advantage of these reporting exemptions until such time as it is no longer a “foreign private issuer.” Babylon Holdings could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Babylon Holdings’ outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the Babylon Holding’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Babylon Holdings’ assets are located in the United States; or (iii) Babylon Holdings’ business is administered principally in the United States.

Babylon Holdings’ may choose to take advantage of some but not all of these reduced burdens. Babylon Holdings has taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained in this prospectus may be different from the information you receive from Babylon Holdings’ competitors that are public companies, or other public companies in which you have made an investment. We expect to lose our foreign private issuer status for the year ended December 31, 2022 as a result of increased contacts with the United States.

Regulatory Matters

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filings with the State of Delaware necessary to effectuate the Business Combination.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” in this proxy statement/prospectus. Such risks include, but are not limited to, the following:

 

   

Babylon Holdings has a history of net losses, anticipates increasing expenses in the future, and may not be able to achieve or maintain profitability;

 

   

Babylon Holdings’ relatively limited operating history makes it difficult to evaluate our current business and future prospects and increases the risk of your investment;

 

   

If Babylon Holdings fails to effectively manage its growth, Babylon Holdings may be unable to execute its business plan, adequately address competitive challenges or maintain its corporate culture, and Babylon Holdings’ business, financial condition and results of operations would be harmed;

 

   

Babylon Holdings’ business and growth strategy depend on Babylon Holdings’ ability to maintain and expand a network of qualified providers. If Babylon is unable to do so, Babylon Holdings’ future growth would be limited and Babylon Holdings’ business, financial condition and results of operations would be harmed;

 

   

Babylon Holdings is dependent on its relationships with physician-owned entities to hold contracts and provide healthcare services. Babylon Holdings does not own such professional entities, and its business could be harmed if relationships with either those entities or their owners were disrupted;

 

   

If Babylon Holdings is unable to attract new customers, Babylon Holdings’ revenue growth could be slower than expected, and Babylon Holdings’ business may be adversely affected;


 

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If Babylon Holdings’ existing customers do not continue to use Babylon Holdings’ services or renew their contracts with Babylon Holdings, renew at lower fee levels or decline to purchase additional applications and services from Babylon Holdings, it could have a material adverse effect on Babylon Holdings’ business, financial condition and results of operations;

 

   

Babylon Holdings’ revenue sources are highly concentrated and the loss of any of its material contracts could have a material adverse effect on its business, financial condition and results of operations;

 

   

Under many of Babylon Holdings’ agreements with health plans, Babylon Holdings assumes some or all of the risk that the cost of providing services will exceed Babylon Holdings’ compensation. Over time, Babylon Holdings expects the proportion of risk-based revenue may increase. Babylon Holdings will not have control over these costs, particularly in cases where members use third party services instead of Babylon Holdings’ services;

 

   

Babylon Holdings may face intense competition, which could limit Babylon Holdings’ ability to maintain or expand market share within Babylon Holdings’ industry, and if Babylon Holdings does not maintain or expand Babylon Holdings’ market share, Babylon Holdings’ business and operating results will be harmed;

 

   

If Babylon Holdings is not able to develop and release new solutions and services, or successful enhancements, new features and modifications to our existing solutions and services, Babylon Holdings’ business could be adversely affected;

 

   

There are significant risks associated with estimating the amount of revenue that Babylon Holdings recognizes under Babylon Holdings’ licensing agreements, and risk-based agreements with health plans, and if Babylon Holdings’ estimates of revenue are materially inaccurate, it could impact the timing and the amount of Babylon Holdings’ revenue recognition or have a material adverse effect on Babylon Holdings’ business, financial condition, results of operations and cash flows;

 

   

Security breaches, loss of data and other disruptions could compromise sensitive information related to Babylon Holdings’ business or members, or prevent Babylon Holdings from accessing critical information and expose Babylon Holdings to liability, which could adversely affect Babylon Holdings’ business and reputation;

 

   

Babylon Holdings’ use, disclosure, and other processing of personally identifiable information, including health information, is subject to the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, (“HITECH”), and their implementing regulations, GDPR DPA 2018, and other privacy, and security regulations, and our failure to comply with those regulations or to adequately secure the information Babylon holds could result in significant liability or reputational harm and, in turn, a material adverse effect on Babylon’s customer base, member base and revenue;

 

   

If Babylon Holdings is unable to obtain, maintain and enforce intellectual property protection for Babylon Holdings’ technology or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology substantially similar to that of Babylon Holdings, and Babylon’s ability to successfully commercialize our technology may be adversely affected;

 

   

Babylon Holdings may become subject to medical liability claims, which could cause Babylon Holdings to incur significant expenses and may require Babylon Holdings to pay significant damages if not covered by insurance;

 

   

Babylon Holdings has been, and may in the future become, subject to litigation or regulatory investigation, which could harm Babylon Holdings’ business;


 

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Babylon Holdings relies on internet infrastructure, bandwidth providers, third-party computer hardware and software and other third parties for providing services to Babylon Holdings’ customers and members, and any failure or interruption in the services provided by these third parties could expose Babylon Holdings to litigation and negatively impact our relationships with customers and members, adversely affecting Babylon’s operating results;

 

   

Babylon Holdings conducts business in a heavily regulated industry and if Babylon Holdings fails to comply with these laws and government regulations, or if the rules and regulations change or the approach that regulators take in classifying Babylon Holdings’ products and services under such regulations change, Babylon Holdings could incur penalties or be required to make significant changes to Babylon Holdings’ operations, products, or services or experience adverse publicity, which could have a material adverse effect on Babylon Holdings’ business, financial condition, and results of operations;

 

   

The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on Babylon Holdings is currently unknown, but may adversely affect Babylon Holdings’ business, financial condition and results of operations;

 

   

Babylon Holdings depends on its talent to grow and operate our business, and if Babylon Holdings is unable to hire, integrate, develop, motivate and retain personnel, Babylon Holdings may not be able to grow effectively; and

 

   

The other matters described in the section titled “Risk Factors” in this proxy statement/prospectus.


 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the pro forma effects of the following transactions:

 

   

the Business Combination; and

 

   

the probable acquisition of Higi by Babylon Holdings (the “Higi acquisition”). As described elsewhere in this proxy statement/prospectus, Babylon Holdings has an option to acquire Higi. See “—Description of the Business Combination.”

The unaudited pro forma condensed combined statement of financial position as of December 31, 2020 (“Pro Forma Statement of Financial Position”) gives pro forma effect to the Business Combination and the Higi acquisition as if they were consummated on December 31, 2020. The unaudited pro forma condensed combined statement of profit and loss and other comprehensive loss (“Pro Forma Statement of Profit and Loss”) for the year ended December 31, 2020 gives pro forma effect to the Business Combination and the Higi acquisition as if they had occurred on January 1, 2020. The Pro Forma Statement of Financial Position does not purport to represent, and is not necessarily indicative of, what the actual financial condition of Babylon would have been had the Business Combination and Higi acquisition taken place on December 31, 2020, nor is it indicative of the financial condition of Babylon as of any future date. The Pro Forma Statement of Profit and Loss does not purport to represent, and is not necessarily indicative of, what the actual results of operations of Babylon would have been had the Business Combination and Higi acquisition taken place on January 1, 2020, nor is it indicative of the results of operations of Babylon for any future period. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

This information should be read together with the audited and unaudited historical financial statements of each of Alkuri, Babylon Holdings and Higi, including the notes thereto, as well as the disclosures contained in the sections titled “Babylon’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Alkuri’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

 

   

Babylon Holdings’ historical audited consolidated financial statements as of and for the year ended December 31, 2020;

 

   

Higi’s historical audited consolidated financial statements as of and for the year ended December 31, 2020; and

 

   

Alkuri’s historical condensed consolidated financial statements as of and for the quarter ended March 31, 2021. As a newly incorporated business on December 1, 2020, the results of Alkuri prior to January 1, 2021 were not material.


 

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The historical consolidated financial statements of Babylon Holdings have been prepared in accordance with IFRS and in its presentation currency of USD. The historical financial statements of Alkuri have been prepared in accordance with U.S. GAAP in its presentation currency of USD. In the case of Alkuri and Higi, adjustments were made to conform the U.S. GAAP financial statements to IFRS. Accordingly, pro forma adjustments have been reflected to conform the basis of accounting and accounting policies for Alkuri and Higi to those of Babylon Holdings. The historical consolidated financial statements of Higi have been prepared in accordance with U.S. GAAP in its presentation currency of USD and have been adjusted to give effect to material differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma condensed combined financial information.

Description of the Business Combination

Babylon Holdings entered into the Merger Agreement, dated June 3, 2021, by and among Babylon Holdings, Merger Sub, Alkuri and the Sponsor, which, among other things, provides for Merger Sub to be merged with and into Alkuri with Alkuri being the surviving company and wholly owned subsidiary of Babylon (the “Business Combination”). For more information about the Business Combination, please see the section entitled “The Merger Agreement.”

On May 15, 2020, Babylon Holdings acquired 8.3% of the fully diluted capital stock in Higi, a provider of digital healthcare services via a network of Smart Health Stations located in the United States. Through a series of investments, Babylon Holdings increased their shareholdings on a fully diluted basis in Higi to 16.7% as of December 31, 2020 and has the option to continue investing such that if Babylon Holdings completes all proposed investments, it will hold 25% of Higi’s shareholdings on a fully diluted on or around July 1, 2021. In connection with their investment in Higi, Babylon was granted an option to purchase the remaining shares of Higi exercisable through the earlier of the completion of this offering and December 31, 2021. Babylon Holdings has deemed the exercise of the option to be probable, which is significant to Babylon Holdings. As such, the historical financial information has been adjusted to provide the pro forma effect to the acquisition of Higi. The Pro Forma Statement of Financial Position assumes that the acquisition of Higi occurred as of December 31, 2020 and the Pro Forma Statement of Profit and Loss assumes that the acquisition of Higi occurred on January 1, 2020.

Accounting for the Business Combination

The Business Combination with Alkuri will be accounted for as a merger in accordance with IFRS. Under this method of accounting, Alkuri will be treated as the “acquired” company for financial reporting purposes. Babylon Holdings has accounted for its acquisition of Alkuri as a Business Combination because Babylon is considered the accounting acquirer. This determination was primarily based on the assumptions that Babylon Holdings’ shareholders will hold a majority of the voting power of Babylon, Babylon Holdings’ operations will substantially comprise the ongoing operations of Babylon, Babylon Holdings’ designees are expected to comprise a majority of the governing body of Babylon, and Babylon Holdings’ senior management will comprise the senior management of Babylon. Because Alkuri does not meet the definition of a business in accordance with IFRS 3, Business Combinations (“IFRS 3”) (“IFRS 3”), and the net assets of Alkuri primarily comprise cash and cash equivalents, the Business Combination is accounted for as a Business Combination whereby the net assets of Alkuri will be stated at historical cost, with no goodwill or other intangible assets recorded. However, any excess of the share consideration issued by Babylon over the fair value of Alkuri’s identifiable net assets acquired represents compensation for the service of a share exchange listing for its shares and is expensed as incurred in accordance with IFRS 2, Share-based payment (“IFRS 2”). Accordingly, the excess of the fair value of the share consideration in excess of the net book value of the assets of Alkuri has been reflected as a recapitalization transaction expense in the Pro Forma Statement of Profit and Loss. Operations prior to the Business Combination will be deemed to be those of Babylon Holdings.


 

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Basis of Pro Forma Presentation

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide an understanding of Babylon upon consummation of the Business Combination and the Higi acquisition.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Babylon Holdings has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Babylon will achieve. Babylon and Alkuri have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Babylon after giving effect to the Business Combination.

The following summarizes the consideration:

 

Shares transferred at Closing

     336,427,107  

Value per share(1)

   $ 10.00  
  

 

 

 

Total Share Consideration

   $ 3,364,271  
  

 

 

 

 

  (1)

Share Consideration is calculated using a $10.00 reference price. Actual total Share Consideration will be dependent on the value of Alkuri Common Stock at Closing.

 

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Alkuri Common Stock:

 

   

Scenario 1 – Assuming no redemptions for cash: This presentation assumes that no Alkuri Stockholders exercise redemption rights with respect to their shares of Alkuri Class A Common Stock upon consummation of the Business Combination; and

 

   

Scenario 2 – Assuming redemptions of 34,500,000 of Alkuri Class A Common Stock for cash: This presentation assumes that Alkuri Stockholders exercise their redemption rights with respect to a maximum of 34,500,000 shares of Alkuri Class A Common Stock upon consummation of the Business Combination at redemption price of approximately $10.00 per share. The maximum redemption amount reflects the redemption of all outstanding Alkuri Class A Common Stock given the minimum of $230 million of cash held either in or outside of the trust account, including the aggregate amount of any proceeds from the PIPE Investment, after giving effect to the payments to redeeming Alkuri Stockholders. Scenarios 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of maximum redemptions.


 

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After the Closing, assuming no redemptions of shares of Alkuri Class A Common Stock for cash, Alkuri Stockholders will own 10.4% of the outstanding Babylon Shares (including the Sponsor Shares), the PIPE Investors will own approximately 5.7% of the outstanding Babylon Shares (including shares purchased by the Founder, Sponsor and certain existing Babylon Holdings shareholders in the PIPE Investment) and the existing shareholders of Babylon Holdings will own approximately 83.9% of the outstanding Babylon Shares. Assuming redemption by holders of all 34,500,000 shares of Alkuri Class A Common Stock, Alkuri Stockholders will own approximately 2.0% of the outstanding Babylon Shares, the PIPE Investors will own approximately 6.3% of outstanding Babylon Shares and the existing shareholders of Babylon Holdings will own approximately 91.7% of the outstanding Babylon Shares (in each case, not giving effect to any shares purchased by the Founder, the Sponsor and existing Babylon Holdings shareholders in the PIPE Investment and any shares issuable upon the exercise or conversion of warrants or options outstanding).

 

     Assuming No Redemptions     Assuming Maximum Redemptions  
     Shares      % of Total
Outstanding
    % of
Total
Voting
Power
    Shares      % of Total
Outstanding
    % of
Total
Voting
Power
 

Babylon Holdings shareholders – Babylon Class A Shares

     295,589,531        73.7     30.3     295,589,531        80.6     31.4

Babylon Holdings shareholders – Babylon Class B Shares

     40,837,576        10.2     63.0     40,837,576        11.1     65.3

Alkuri Public Shares

     34,500,000        8.6     3.5     —          0.0     0.0

Sponsor Shares

     7,331,250        1.8     0.8     7,331,250        2.0     0.8

PIPE Investors(1)

     23,000,000        5.7     2.4     23,000,000        6.3     2.5
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

     401,258,357        100.0     100.0         366,758,357        100.0     100.0

 

(1)

Includes 200,000 shares purchased by the Founder, 1,000,000 shares purchased by the Sponsor, and 1,000,000 shares purchased by certain existing Babylon Holdings shareholders in the PIPE Investment.

Further, the Founder will hold 68,550,659 Babylon Class A Shares and all 40,837,576 Babylon Class B Shares under both redemption scenarios, including 200,000 Babylon Class A Shares purchased in the PIPE Investment and the Stockholder Earnout Shares.

The following table sets forth the historical comparative per share information for Babylon and Alkuri on a stand-alone basis and pro forma combined per share information after giving effect to the Business Combination, (1) assuming no Alkuri Stockholders exercise redemption rights with respect to their shares of Alkuri Class A Common Stock upon the Closing of the Business Combination; and (2) assuming that Alkuri Stockholders exercise their redemption rights with respect to a maximum of all 34,500,000 shares of Alkuri Class A Common Stock as of Closing of the Business Combination.


 

20


Table of Contents
                Combined Pro Forma     Babylon Equivalent Per Share
Pro Forma
 
    Alkuri
(Historical)
    Babylon
(Historical)
    Assuming No
Redemptions
    Assuming
Maximum
Redemptions
    Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 

As of and for the period ending

    Q1 FY21       FY2020          

Book Value per share (1)

  $ 0.50     $ 0.06     $ 1.68     $ 0.89     $ 0.51     $ 0.27  

Weighted averages shares outstanding – basic and diluted

      803,901,000          

Net loss per share – basic and diluted

    $ (0.23        

Weighted average shares outstanding of common share – basic and diluted

    10,052,006         401,258,357       366,758,357       336,427,107       295,589,531  

Net loss per share of common share – basic and diluted(2)

  $ (0.12     $ (0.73   $ (0.84   $ (0.22   $ (0.25

 

(1)

Book value per share equals Total equity excluding preferred shares/shares outstanding.

(2)

The equivalent pro forma basic and diluted per share data for Babylon is calculated by multiplying the combined pro forma per share data by the 0.302 exchange ratio.

Pro Forma Statement of Financial Position

Amounts in thousands, except for per share amounts

 

    As of
March 31,
2021
    As of
December 31,
2020
    As of
December 31,
2020
    As of
December 31,
2020
    As of
December 31,
2020
        Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 
 
    Alkuri
(Historical)
    Babylon
(Historical)
    Higi
Acquisition
Historical
    Combined
(Historical)
    PPA
Adjustments
        Pro
Forma
Adjustments
        Pro
Forma
Combined
    Pro
Forma
Adjustments
        Pro
Forma
Combined
 

ASSETS

                       

Right of use of assets

    —       $ 2,572     $ 1,318     $ 3,890       —             $ 3,890         $ 3,890  

Trade and other receivables

    —         13,525       2,613       16,138       —               16,138           16,138  

Prepayments and contract assets

    1,115       8,841       373       10,329       —               10,329           10,329  

Cash and cash equivalents

    315       101,757       7,211       109,283       (10,767   (CC)     230,000     (A)     595,807       (345,010   (J)     250,797  
            (7,211   (EE)     345,010     (B)        
                (12,439   (D)        
                (57,488   (I)        
                (581   (I)        

Assets held for sale

    —         3,282       —         3,282       —               3,282           3,282  

Restricted cash

    —         —         272       272       —           —           272           272  

Other current assets

    —         —         —         —         —           —           —             —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total current assets

  $ 1,430     $ 129,977     $ 11,787     $ 143,194     $ (17,978     $ 504,502       $ 629,718     $ (345,010     $ 284,708  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Property, plant and equipment

    —         1,334       145       1,479       —               1,479           1,479  

Right of use of assets

    —         1,942       —         1,942       —               1,942           1,942  

Investments

    —         8,876       —         8,876       (8,876   (AA)         —             —    

 

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Table of Contents
    As of
March 31,
2021
    As of
December 31,
2020
    As of
December 31,
2020
    As of
December 31,
2020
    As of
December 31,
2020
        Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 
 
    Alkuri
(Historical)
    Babylon
(Historical)
    Higi
Acquisition
Historical
    Combined
(Historical)
    PPA
Adjustments
        Pro
Forma
Adjustments
        Pro
Forma
Combined
    Pro
Forma
Adjustments
        Pro
Forma
Combined
 

Marketable securities held in Trust Account

  $ 345,010       —         —       $ 345,010       —         $ (345,010   (B)     —             —    

Goodwill

    —       $ 17,832       —       $ 17,832     $ 23,440     (AA)       $ 86,529         $ 86,529  
            1,135     (BB)            
            70,320     (CC)            
            264     (DD)            
            (25,673   (DD)            
            (789   (EE)            

Other intangible assets

    —         78,853       264       79,117       (264   (DD)         110,548           110,548  
            31,695     (DD)            

Other noncurrent assets

    —         —         —         —         —               —             —    

Total non current assets

    345,010       108,837       409       454,256       91,252         (345,010       200,498           200,498  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL ASSETS

  $ 346,440     $ 238,814     $ 12,196     $ 597,450     $ 73,274       $ 159,492       $ 830,216     $ (345,010     $ 485,206  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

                 

Accounts payable

    —         11,635       915       12,550       —               12,550           12,550  

Accrued liabilities

    280       18,636       1,416       20,332       —           (280   (D)     20,052           20,052  

Contract Liabilities

    —         18,744       —         18,744       —               18,744           18,744  

Current maturities of related party promissory note

    —         —         1,171       1,171       —               1,171           1,171  

Lease Liabilities

    —         2,488       332       2,820       —               2,820           2,820  

Loans and Borrowings

    —         70,357       1,000       71,357       (1,000   (EE)     (70,000   (K)     6,357           6,357  
            6,000     (CC)            

Liabilities directly associated with the assets held for sale

    —         1,822       —         1,822       —               1,822           1,822  

Accrued offering costs

    84       —         —         84       —           (84   (D)     —             —    

Deferred liability

    12,075       —         —         12,075       —           (12,075   (D)     —             —    

Other current liabilities

    —         —         —         —         —               —             —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total current liabilities

    12,439       123,682       4,834       140,955       5,000         (82,439       63,516       —           63,516  

Deferred tax liability

    —         —         —         —         6,022             6,022           6,022  

Related party convertible promissory notes

    —         —         7,000       7,000       (7,000   (EE)         —             —    

Deferred rent liability

    —         —         —         —         —               —             —    

Other long-term liabilities

    —         —         —         —         —               —             —    

Contract Liabilities

    —         57,274       —         57,274       —               57,274           57,274  

Deferred grant income - tax credit

    —         7,488       —         7,488       —               7,488           7,488  

Common stock subject to possible redemption

    —         —         —         —         —           309,805     (E)     —             —    
                (309,805   (E)           —    

Lease Liabilities

    —         2,011       1,497       3,508       —               3,508           3,508  

Warrant Liability

    19,196       —         —         19,196       —               19,196           19,196  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total liabilities

  $ 31,635     $ 190,455     $ 13,331     $ 235,421     $ 4,022       $ (82,439     $ 157,004       —         $ 157,004  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Common stock subject to possible redemption

    309,805           309,805           (309,805   (E)     —             —    

 

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Table of Contents
    As of
March 31,
2021
    As of
December 31,
2020
    As of
December 31,
2020
    As of
December 31,
2020
    As of
December 31,
2020
        Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 
 
    Alkuri
(Historical)
    Babylon
(Historical)
    Higi
Acquisition
Historical
    Combined
(Historical)
    PPA
Adjustments
        Pro
Forma
Adjustments
        Pro
Forma
Combined
    Pro
Forma
Adjustments
        Pro
Forma
Combined
 

Stockholders’ equity (deficit):

                       

Common stock Class A

    —         —         —         —         —           —           —       $ (3   (J)   $ (3
                —              

Common stock class B

    1       —         —         1       —           (1       —             —    

Series B preferred stock

    —         —         4       4       (4   (BB)         —             —    

Series A-3 preferred stock

    —         —         1       1       (1   (BB)         —             —    

Series A-2 preferred stock

    —         —         1       1       (1   (BB)         —             —    

Series A-1 preferred stock

    —         —         1       1       (1   (BB)         —             —    

Additional paid-in capital

    6,160       —         84,086       90,246       —       (AA)     229,998     (A)     640,002       14,011     (F)     309,006  
            (84,086   (BB)     (1,160   (C)       (345,007   (J)  
            53,552     (CC)     309,805     (E)        
                98,944     (F)        
                219     (G)        
                (28   (H)        
                (57,488   (I)        

Ordinary share capital

    —         10       —         10       1         28     (H)     41           41  
                2     (A)        

Preference share capital

    —         3       —         3       —               3           3  

Share premium

    —         485,221       —         485,221       —           70,000     (K)     555,221           555,221  

Share based payment reserve

    —         32,185       —         32,185       —               32,185           32,185  

Retained earnings/(accumulated deficit)

    (1,161     (469,504     (85,228     (555,893     99,792     (BB)     1,161     (C)     (554,684     (14,011   (F)     (568,695
                (98,944   (F)        
                (219   (G)        
                (581   (I)        

Non-controlling interests

    —         (1,231     —         (1,231     —               (1,231         (1,231

Translation differences

    —         1,675       —         1,675       —               1,675           1,675  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total stockholders’ equity

    5,000       48,359       (1,135     52,224       69,252         551,736         673,212       (345,010       328,202  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

  $ 346,440     $ 238,814     $ 12,196     $ 597,450     $ 73,274       $ 159,492       $ 830,216     $ (345,010     $ 485,206  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Babylon’s statement of financial position was derived from the audited consolidated statement of financial position as of December 31, 2020 prepared in accordance with IFRS. Higi’s statement of financial position was extracted from the audited consolidated balance sheet as of December 31, 2020. The Higi statement of financial position prepared in accordance of U.S. GAAP. The Alkuri statement of financial position was extracted from the unaudited condensed balance sheet as of March 31, 2021 prepared in accordance with U.S. GAAP.

Pro Forma Adjustments:

 

  (A)

To reflect the proceeds received from the PIPE Investment with the corresponding issuance of 23,000,000 Babylon Class A Shares at approximately US$10.00 per share, or $230 million.


 

23


Table of Contents
  (B)

To reflect the release of cash from marketable securities held in the trust account.

 

  (C)

To reflect the elimination of historical accumulated deficit in Alkuri as it is the accounting acquiree.

 

  (D)

To reflect the settlement of Alkuri’s historical current liabilities at Closing.

 

  (E)

To reflect the reclassification of Alkuri Class A Common Stock subject to possible redemption of approximately $310 million from temporary equity under U.S. GAAP to a liability under IFRS, because the right to redeem is at the option of the holder. The additional adjustment is related to the reclassification of approximately $310 million of Alkuri Class A Common Stock subject to possible redemption to permanent equity.

 

  (F)

The fair value of share consideration of $414 million and Alkuri’s net assets of $315 million result in an excess of the fair value of the shares issued over the value of the net monetary assets acquired of $99 million. Assuming no redemptions, this was reflected as a transaction expense of $99 million for the services provided by Alkuri in connection with the listing. The fair value calculation of $414 million is based on the combined company estimated fair value derived from Babylon’s enterprise valuation of $3.6 billion and the level of ownership that existing shareholders of Babylon Holdings will have in Babylon of approximately 85%, after taking into account the Stockholder Earnout and Sponsor Earnout. The net assets were derived from Alkuri’s historical condensed consolidated financial statements.

 

Fair value of share consideration

   $ 413,749  

Alkuri Net (Assets) / Liabilities

   $ (314,804
  

 

 

 

Transaction Expense

   $ 98,944  

Assuming maximum redemptions, the ownership in the combined company changes to 92% resulting in a reduction to the enterprise fair value. Alkuri’s ownership percentage of 2% results in the fair value of the share consideration of $83 million. Similarly, there is a reduction in the net assets by $345 million based on the redemptions, which results in a fair value excess of $113 million. The $14 million adjustment is to reflect this excess.

 

Fair value of share consideration

   $ 82,750  

Alkuri Net (Assets) / Liabilities

   $ 30,205  
  

 

 

 

Transaction Expense

   $  112,955  

Transaction Expenses no redemptions

   $  (98,944
  

 

 

 

Maximum scenario adjustment

   $ 14,011  

 

  (G)

To reflect incremental share-based compensation expense related to equity instruments that contained a performance condition accelerated by the Business Combination.

 

  (H)

To reflect the Business Combination of Babylon through the issuance of 280,000,000 of Babylon Class A Shares as consideration for the Business Combination assuming no redemptions.

 

  (I)

To reflect the payment of an aggregate of $57.6 million of estimated legal, financial advisory and other professional fees that are directly attributable to the equity issuance costs as part of the Business Combination, which is reflected as an adjustment to additional paid in capital. These expenses were not previously accounted for in the financial statements as of and for the year ended December 31, 2020. Expenses of $0.6 million related to professional fees incurred in connection with the Business Combination are expensed through the Pro Forma Statement of Profit and Loss for the year ended December 31, 2020.

 

  (J)

Reflects the maximum redemption of all 34,500,000 Alkuri Class A Common Stock for aggregate redemption payments of approximately $345 million allocated to Babylon Class A Shares. The


 

24


Table of Contents
  additional capital is based on using a par value $0.0001 per share and at a redemption price of approximately $10.00 per share.

 

  (K)

On November 12, 2020 Babylon Holdings executed a Convertible Loan Note agreement. Under the terms of the agreement, $70 million Tranche 2 Notes were issued to Global Health Equity (Cyprus) Ltd on December 16, 2020. The Tranche 2 Notes are exchangeable into a variable number of Babylon Holdings Series C Shares upon the earlier of the occurrence of certain events or June 30, 2021. As such an adjustment was made to remove the $70 million loan from liabilities and converted into equity.

Pro Forma Statement of Profit and Loss

 

    January 1,
2021 to
March 31,
2021
    January 1,
2020 to
December 31,
2020
    January 1,
2020 to
December 31,
2020
    January 1,
2020 to
December 31,
2020
    January 1,
2020 to
December 31,
2020
          Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 
                      For
Periods
shown
below
                For
Periods
shown
below
 
    Alkuri
(Historical)
    Babylon
(Historical)
    Higi
Acquisition
    Combined
(Historical)
    Purchase
price
allocation
adjustments
          Pro Forma
Adjustments
          Pro Forma
Combined
    Pro Forma
Adjustments
          Pro Forma
Combined
 

Revenue

    —       $ 79,272     $ 9,486     $ 88,758       —           —         $ 88,758       —         $ 88,758  

Cost of care delivery

    —         (67,254     —         (67,254     —           —           (67,254     —           (67,254

Formation and operating costs

    (1,075     —         —         (1,075     —           —           (1,075     —           (1,075

R&D and technology expenses

    —         (84,188     (15,500     (99,688     —           —           (99,688     —           (99,688

Sales, General and administrative expenses

    —         (103,341     (4,165     (107,506     (4,528     (DD     (219     (M     (112,834     —           (112,834
          —             (581     (J        

Recapitalization transaction expenses

    —         —         —         —         —           (98,944     (L     (98,944     (14,011     (L     (112,955
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Operating loss

    (1,075     (175,511     (10,179     (186,765     (4,528       (99,744       (291,037     (14,011       (305,048

Finance costs

    —         (4,530     (6,296     (10,826     —           —           (10,826     —           (10,826

Finance income

    10       610       3,000       3,620       —           (10     (N     3,610       —           3,610  

Change in FV of warrant liability

    (92     —         —         (92     —           —           (92     —           (92

Exchange gain/(loss)

    —         (2,836     —         (2,836     —           —           (2,836     —           (2,836
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Net finance expense

    (82     (6,756     (3,296     (10,134     —           (10       (10,144     —           (10,144

Share of loss of equity-accounted investees

    —         (1,124     —         (1,124     —           —           (1,124     —           (1,124

Interest income

    —         —         —         —         —           —           —         —           —    

Other expense (income)

    —         —         —         —         14,564       (AA     —           14,564       —           14,564  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Income (loss) before income taxes

    (1,157     (183,391     (13,475     (198,023     10,036         (99,754       (287,741     (14,011       (301,752

Tax credit on loss

    —         (4,639     (93     (4,732     —           —           (4,732     —           (4,732
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Net income (loss) attributable to common stockholders

  $ (1,157   $ (188,030   $ (13,568   $ (202,755   $ 10,036       $ (99,754     $ (292,473   $ (14,011     $ (306,484
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

 

25


Table of Contents
          January 1,
2020 to
December 31,
2020
                                        Assuming
No
Redemptions
                Assuming
Maximum
Redemptions
 
          Babylon
(Historical)
                                                             

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - Basic and Diluted

      803,901,000                   401,258,357           366,758,357  

Net loss per share attributable to common stockholders - Basic and Diluted

      (0.23                 (0.73         (0.84

The Babylon Holdings’ statement of profit and loss was derived from the consolidated statement of profit or loss and other comprehensive loss of Babylon Holdings for the year ended December 31, 2020. The Higi statement of profit or loss was derived from the consolidated statement of operations of Higi for the year ended December 31, 2020. Alkuri’s statement of operations was derived from the historical condensed consolidated statement of operations for the three months ended March 31, 2021.

Pro Forma Adjustments:

 

  (L)

As discussed in (F) the listing expense charge to recapitalization transaction expenses is $99 million assuming no redemptions. Under a maximum redemption scenario, the adjustment of $14 million reflects the expense of $113 million.

 

  (M)

This adjustment reflects share-based payment expense related to equity instruments that contained a performance condition linked to the Business Combination as described in (H).

 

  (N)

Reflects the elimination of interest income on Alkuri’s trust account.

The following presents the summary of unaudited pro forma condensed combined financial information:

 

     Pro Forma
Combined
(Assuming No
Redemptions)
    Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
    

Summary Unaudited Pro Forma Condensed Combined

    

Statement of Operations Data

    

Period Ending December 31, 2020 Babylon and March 31, 2021, Alkuri

    

Revenue

     88,758       88,758  

Net loss per share – basic and diluted

   $ (0.73   $ (0.84

Weighted-average Common shares outstanding – basic and diluted

     401,258,357       366,758,357  

Summary Unaudited Pro Forma Condensed Combined

    

Balance Sheet Data as of December 31, 2020 Babylon and as of March 31, 2021 Alkuri

    

Total assets

     830,216       485,206  

Total liabilities

     157,004       157,004  

Total stockholders’ equity

     673,212       328,202  

 

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Table of Contents

The historical information should be read in conjunction with the information in the sections entitled “Selected Historical Financial Data of Alkuri” and “Selected Historical Financial Information of Babylon Holdings” and the historical financial statements of Alkuri, Babylon Holdings and Higi included elsewhere in this proxy statement/prospectus.

The Babylon Holdings pro forma equivalent per share financial information is calculated by multiplying the combined unaudited pro forma per share amounts by the exchange ratio, whereby each share of Babylon Holdings ordinary shares are converted into Babylon Shares at a conversion ratio of approximately 0.3, and each share of Alkuri Common Stock will be converted into one Babylon Class A Share.

The pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would been had the companies been combined during the periods presented, nor to project Babylon’s results of operations or earnings per share for any future date or period.

 

                  Combined Pro Forma      Babylon Equivalent Per Share
Pro Forma
 
     Alkuri
(Historical)
    Babylon
(Historical)
     Assuming
No
Redemptions
     Assuming
Maximum
Redemptions
     Assuming No
Redemptions
     Assuming
Maximum
Redemptions
 

As of and for the period ending

     Q1 FY21       FY2020              

Book Value per share (1)

   $ 0.50     $ 0.06      $ 1.68      $ 0.89      $ 0.51      $ 0.27  

Weighted averages shares outstanding - basic and diluted

       803,901,000              

Net loss per share - basic and diluted

     $ (0.23)              

Weighted average shares outstanding of common share - basic and diluted

     10,052,006          401,258,357        366,758,357        336,427,107        295,589,531  

Net loss per share of common share - basic and diluted(2)

   $ (0.12)        $ (0.73)      $ (0.84)      $ (0.22)      $ (0.25)  

 

(1)

Book value per share equals total equity excluding preferred shares/shares outstanding

(2)

The equivalent pro forma basic and diluted per share data for Babylon is calculated by multiplying the combined pro forma per share data by the 0.302 exchange ratio.


 

27


Table of Contents

Note 1- Adjustments to Higi’s Consolidated Financial Statements

The tables below illustrate the impact of adjustments made to Higi’s consolidated financial statements in order to present them on a basis consistent with Babylon’s accounting policies under IFRS. The adjustments have been prepared as if Higi had always applied IFRS. These adjustments reflect Babylon Holdings’ best estimates based upon the information currently available to Babylon Holdings and could be subject to change once more detailed information is obtained.

Unaudited adjusted Higi statement of operations for the year ended December 31, 2020

 

           Reclassifications and US GAAP to IFRS
Adjustments
       

(USD in thousands)

For the year ended December 31, 2020

   Higi
(US GAAP)
    Reclassifications
1
    Leases
2
    Share-based
Payments
3
    Adjusted Higi
(IFRS)
 
          

Revenue

   $ 9,486       —         —         —       $ 9,486  
          

Cost of Revenues

          

Depreciation of Higi stations

     151       (151     —         —         —    

Other

     6,676       (6,676     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     6,827       (6,827     —         —         —    
          

Gross income (loss)

   $ 2,659       —         —         —       $ 9,486  
          

R&D technology expenses

     —         15,500       —         —         15,500  

Sales, general & administration costs

     —         4,098       56       11       4,165  

Operating expenses

     12,534       (12,534     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Loss

     (9,875     (237     56       11       (10,179
          

Finance costs

     —         6,296       —         —         6,296  

Finance income

     —         (3,000     —         —         (3,000
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net finance expense/(income)

     —         3,296       —         —         3,296  
          

Interest expense

     1,660       (1,660     —         —         —    

Loss on discount related to conversion
of promissory notes

     4,636       (4,636     —         —         —    

Gain on extinguishment of debt

     (3,000     3,000       —         —         —    

Other expenses

     250       (250     —         —         —    

Gain on disposal of fixed assets

     (15     15       —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net other expense

     3,531       (3,531     —         —         —    

Income tax expense (benefit)

     95       (2     —         —         93  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (13,501   $ (0   $ (56   $ (11   $ (13,568
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Unaudited adjusted Higi consolidated balance sheet as at December 31, 2020

 

           Reclassifications and US GAAP to IFRS
Adjustments
       
(USD in thousands)    Higi
(US GAAP)
    Reclassifications
1
    Leases
2
    Share-
based
Payments
3
    Adjusted
Higi
(IFRS)
 

As of December 31, 2020

          

Non-Current Assets

          

Right of Use Asset

     —         —       $ 1,318       —       $ 1,318  

Property and Equipment, net

     144       —         —         —         144  

Security deposits

     66       (66     —         —         —    

Other intangible assets, net

     264       —         —         —         264  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-current assets

     474       (66     1,318       —         1,726  
                                

Current Assets

          

Other current assets

     100       (100     —         —         —    

Accounts receivable, net

     2,513       (2,513     —         —         —    

Trade and other receivables

     —         2,613       —         —         2,613  

Prepayments and contract assets

     307       66       —         —         373  

Restricted cash

     272       —         —         —         272  

Cash and cash equivalents

     7,211       —         —         —         7,211  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     10,403       66       —         —         10,469  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 10,877       —       $ 1,318       —       $ 12,195  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                                

Equity

          

Series B preferred stock

     3       —         —         —         3  

Series A-3 preferred stock

     1       —         —         —         1  

Series A-2 preferred stock

     1       —         —         —         1  

Series A-1 preferred stock

     1       —         —         —         1  

Common stock

     1       —         —         —         1  

Additional paid-in capital

     84,019       —         —         67       84,086  

Accumulated deficit

     (84,938     —         (225     (67     (85,223
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total capital and reserves

   $ (912     —       $ (225     —       $ (1,137
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

          

Non-current liabilities

          

Related party promissory notes

     7,000       —         —         —         7,000  

Deferred rent liability

     287       —         (287     —         —    

Deferred revenue

     73       (73     —         —         —    

Other long-term liabilities

     100       (100     —         —         —    

Lease liability

     —         —         1,497       —         1,497  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term liabilities

   $ 7,460     $ (173   $ 1,210       —       $ 8,497  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current Liabilities

          

Accounts Payable

     915       (915     —         —         —    

Accrued Expenses

     1,298       (1,298     —         —         —    

Due to employees

     18       (18     —         —         —    

Trade and other payables

     —         915       —         —         915  

 

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Table of Contents
            Reclassifications and US GAAP to IFRS
Adjustments
        
(USD in thousands)    Higi
(US GAAP)
     Reclassifications
1
     Leases
2
     Share-
based
Payments
3
     Adjusted
Higi
(IFRS)
 
                                    
                                    

Accruals and provisions

     —          1,416        —          —          1,416  

Deferred revenue

     1,098        73        —          —          1,171  

Note Payable

     1,000        —          —          —          1,000  

Lease liability, current portion

     —          —          332        —          332  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total current liabilities

     4,329        173        332        —          4,835  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities and stockholders deficit

   $ 10,877        —        $ 1,318        —        $ 12,195  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1.)

The classification of certain items presented by Higi under U.S. GAAP has been adjusted in order to align with the presentation of Babylon under IFRS.

Modification to Higi’s historical consolidated statement of operations include:

 

   

Presentation of Depreciation of Higi stations ($0.1 million) and Other cost of revenue ($6.7 million) in R&D technology expense ($6.8 million).

 

   

Separate presentation of components of Operating expenses ($12.5 million) to R&D technology expenses ($8.8 million) and Sales, general and administrative expenses ($3.7 million).

 

   

Presentation of Interest expense ($1.7 million) and Loss on discount related to conversion of promissory notes ($4.6 million) to Finance costs ($6.3 million.)

 

   

Presentation of Gain on extinguishment of debt ($3.0 million) to Finance income ($3.0 million).

 

   

Presentation of Other expenses ($0.2 million) in Sales, general & administrative expenses ($0.2 million).

Modification to Higi’s historical consolidated balance sheet presentation include:

 

   

Presentation of Accounts receivable, net ($2.5 million) and Other current assets ($0.1 million) in Trade and other receivables ($2.6 million.)

 

   

Presentation of Accounts Payable ($0.9 million) to Trade and other Payables ($0.9 million).

 

   

Presentation of Accrued expenses ($1.3 million) and Other long-term liabilities ($0.1 million) to Accruals and provisions ($1.4 million).

 

2.)

Higi has not adopted ASC 842, Leases, which becomes effective for private companies with fiscal years beginning after December 15, 2021. In accordance with IFRS 16, Leases¸ and Babylon’s accounting policies, right of use assets of $1.3 million and lease liabilities of $1.8 million have been recognized in the balance sheet at December 31, 2020. In addition, deferred rent liabilities of $0.3 million have been derecognized from the balance sheet as of December 31, 2020. The statement of operations reflects an increase of $0.1 million increased to right of use asset amortization and finance costs. The impact on deferred taxes was not material.

 

3.)

Under U.S. GAAP, Higi elected to apply the straight-line approach for graded vesting when measuring share-based payment awards. Under IFRS, Babylon would use the graded vesting method, resulting in a higher proportion of cost being allocated to the earlier years. As a result, $0.1 million of additional share- based compensation expense is included in the statement of operations. The impact on deferred taxes was not material.


 

30


Table of Contents

Note 2. Preliminary Allocation of Purchase Price

On May 15, 2020, Babylon Holdings acquired 8.3% of the fully diluted capital stock in Higi, a provider of digital healthcare services via a network of Smart Health Stations located in the United States. Through a series of investments, Babylon Holdings increased their shareholdings on a fully diluted basis in Higi to 16.7% December 31, 2020 and has the option to continue investing such that if Babylon Holdings completes all proposed investments, it will hold 25% of Higi’s shareholdings on a fully diluted on or around July 1, 2021. In connection with their investment in Higi, Babylon was granted an option to purchase the remaining shares of Higi exercisable through the earlier the completion of the Business Combination and December 31, 2021.

At December 31, 2020, the total shareholding was 19.0%. Babylon Holdings plans on acquiring the remaining percentage of Higi during fiscal year 2021.

The transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS and assuming the Company closed the acquisition of Higi by purchasing the remaining 75% for estimated consideration with a fair value of approximately $70.3 million. The Higi Acquisition was achieved in stages, which required the Company to remeasure its previously held equity interest in Higi at its acquisition date fair value. As no material control premium was determined to exist, estimated consideration transferred to acquire the remaining stake in Higi was used to estimate the fair value of Babylon’s previously held equity interest. This remeasurement resulted in a gain of approximately $14.6 million which is recorded in Other (income) expense within the Company’s pro forma consolidated statement of profit and loss for the year ended December 31, 2020.

The following table summarizes the fair value of the consideration transferred and the preliminary estimated fair values of the major classes of assets acquired and liabilities assumed at the acquisition date. The fair value of the intangible assets acquired has been determined using prior acquisitions as a benchmark for the purposes of a preliminary purchase price allocation.

 

Preliminary Purchase Price Allocation

  

Cash consideration

   $ 5,202  

Shares issued as consideration

     53,553  

Fair value of existing equity interest

     23,440  

Additional consideration

     11,565  
  

 

 

 

Total consideration transferred

     93,760  

Trade and other receivables

     2,613  

Prepayments and contract assets

     373  

Other intangible assets

     31,695  

Trade and other payables and Accruals and provisions

     (2,331

Other assets and liabilities, net

     (7,287
  

 

 

 

Net Assets Acquired

     25,063  
  

 

 

 

Amount Allocated to Goodwill

   $ 68,697  
  

 

 

 

The goodwill allocation of $68.7 million reflects expectations of favorable future growth opportunities, anticipated synergies through the scale of our combined operations, and the assembled workforce.


 

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Table of Contents

Pro Forma Adjustments

The following pro forma adjustments were added to give effect to Higi acquisition as if it occurred as of and for the year ended December 31, 2020.

 

(AA)

Reflects the elimination of the previous investment related to Higi of $8.9 million and the step up to the fair value of prior existing equity interest of $23.4 million. This step-up in fair value resulted in a gain of $14.6 million.

 

(BB)

To reflect the elimination of Higi’s historical equity.

 

(CC)

To reflect the consideration payment in the form of $10.8 million in cash, shares issued as consideration with an estimated fair value of $53.6 million and $11.0 million in deferred consideration at fair value, resulting in an addition to goodwill of $68.7 million and $53.6 million in additional paid capital.

 

(DD)

To reflect the elimination of historical intangible assets of $0.3 million along with the fair value of the intangible assets acquired of $31.7 million along with its respective impact on Deferred Tax Liabilities of $6.0 million. This results in a reduction of the addition to goodwill by $25.4 million. Our preliminary estimate of the weighted average useful lives of the acquired intangible assets was determined to be 7.0 years based on the useful lives assigned to comparable historical acquisitions. The amortization of the intangible assets over a 7.0 year period resulted in an expense of $4.5 million for the year ended December 31, 2020.

 

(EE)

This adjustment is to reflect the payment of Higi’s debt using its cash on hand. If the cash on hand is not sufficient, part of the consideration transferred will be used to settle the Related party convertible notes at Closing. This results in a reduction in the cash balance of $7.2 million, elimination of $8.0 million of debt and a reduction of goodwill by $0.8 million.


 

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Table of Contents

RISK FACTORS

If the Business Combination is completed, Babylon will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Babylon Holdings and Alkuri or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, Babylon Holdings’ business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of Babylon Class A Shares or, if the Business Combination is not consummated, Alkuri Common Stock could decline, and you may lose part or all of the value of any Babylon Class A Shares or, if the Business Combination is not consummated, shares of Alkuri Common Stock that you hold.

You should also consider the other information in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the Merger Agreement, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

Investing in Babylon Class A Shares involves risks, some of which are related to the Business Combination. In considering the Business Combination, you should carefully consider the following information about these risks, as well as the other information included in or incorporated by reference into this proxy statement/prospectus, including Babylon Holdings’ consolidated financial statements and the related notes and “Babylon’s Management’s Discussion and Analysis of Results of Operations and Financial Condition.” The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant to an investment in Babylon Class A Shares. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm us and adversely affect the Babylon Class A Shares.

You are also encouraged to read and consider the risk factors specific to Alkuri’s businesses (that may also affect Babylon) described in Alkuri’s annual report on Form 10-K for the year ended December 31, 2020 because, as a result of the Business Combination, they will become our risks.

Please see “Where You Can Find More Information,” for information on where you can find the periodic reports and other documents we and Alkuri have filed with or furnished to the SEC.

In this section “we,” “us” and “our” refer to Babylon Holdings prior to the Closing and Babylon following the Closing.

Risk Factors Summary

The below summary risks provide an overview of the material risks we are exposed to in the normal course of our business activities. The below summary risks do not contain all of the information that may be important to you, and you should read the summary risks below together with the more detailed discussion of risks set forth following this section under the heading “Risk Factors,” as well as elsewhere in this proxy/prospectus. The summary risks and uncertainties described below are not the only ones Babylon Holdings faces. Additional risks and uncertainties not currently known to Babylon Holdings or that it currently deems less significant may also affect Babylon Holdings’ business operations or financial results. Consistent with the foregoing, Babylon Holdings is exposed to a variety of risks, including those associated with the following:

 

   

Babylon Holdings has a history of net losses, we anticipate increasing expenses in the future, and it may not be able to achieve or maintain profitability.

 

   

Babylon Holdings’ relatively limited operating history makes it difficult to evaluate its current business and future prospects and increases the risk of your investment.

 

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If Babylon Holdings fails to effectively manage its growth, Babylon Holdings may be unable to execute its business plan, adequately address competitive challenges or maintain its corporate culture, and its business, financial condition and results of operations would be harmed.

 

   

Babylon Holdings’ business and growth strategy depend on its ability to maintain and expand a network of qualified providers. If Babylon Holdings is unable to do so, its future growth would be limited and its business, financial condition and results of operations would be harmed.

 

   

Babylon Holdings is dependent on its relationships with physician-owned entities to hold contracts and provide healthcare services. Babylon Holdings does not own such professional entities, and its business could be harmed if relationships with either those entities or their owners were disrupted.

 

   

If Babylon Holdings is unable to attract new customers and expand member enrollment with existing customers, its revenue growth could be slower than it expects, and its business may be adversely affected.

 

   

If Babylon Holdings’ existing customers do not continue to use its services or renew their contracts with Babylon Holdings, renew at lower fee levels or decline to purchase additional applications and services from Babylon Holdings, it could have a material adverse effect on Babylon Holdings’ business, financial condition and results of operations.

 

   

Babylon Holdings’ revenue sources are highly concentrated, and the loss of any material contracts could have a material adverse effect on its business, financial condition and results of operations.

 

   

Under many of Babylon Holdings’ agreements with health plans, Babylon Holdings assumes some or all of the risk that the cost of providing services will exceed its compensation. Over time, Babylon Holdings expects the proportion of risk-based revenue may increase. Babylon Holdings will not have control over these costs, particularly in cases where members use third party services instead of Babylon Holdings’ services.

 

   

Babylon Holdings may face intense competition, which could limit its ability to maintain or expand market share within its industry, and if Babylon Holdings does not maintain or expand its market share its business and operating results will be harmed.

 

   

If Babylon Holdings is not able to develop and release new solutions and services, or successful enhancements, new features and modifications to its existing solutions and services, Babylon Holdings’ business could be adversely affected.

 

   

There are significant risks associated with estimating the amount of revenue that Babylon Holdings recognizes under its licensing agreements, and risk-based agreements with health plans, and if Babylon Holdings’ estimates of revenue are materially inaccurate, it could impact the timing and the amount of its revenue recognition or have a material adverse effect on its business, financial condition, results of operations and cash flows.

 

   

Security breaches, loss of data and other disruptions could compromise sensitive information related to Babylon Holdings’ business or members, or prevent Babylon Holdings from accessing critical information and expose it to liability, which could adversely affect its business and our reputation.

 

   

Babylon Holdings’ use, disclosure, and other processing of personally identifiable information, including health information, is subject to HIPAA, the GDPR and the DPA 2018, and other privacy, and security regulations, and Babylon Holdings’ failure to comply with those regulations or to adequately secure the information it holds could result in significant liability or reputational harm and, in turn, a material adverse effect on its customer base, member base and revenue.

 

   

If Babylon Holdings is unable to obtain, maintain and enforce intellectual property protection for its technology or if the scope of its intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology substantially similar to Babylon Holdings’, and its ability to successfully commercialize its technology may be adversely affected.

 

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Babylon Holdings may become subject to medical liability claims, which could cause it to incur significant expenses and may require it to pay significant damages if not covered by insurance.

 

   

Babylon Holdings has been and may in the future become subject to litigation or regulatory investigation, which could harm its business.

 

   

Babylon Holdings relies on internet infrastructure, bandwidth providers, third-party computer hardware and software and other third parties for providing services to its customers and members, and any failure or interruption in the services provided by these third parties could expose Babylon Holdings to litigation and negatively impact its relationships with customers and members, adversely affecting Babylon Holdings’ operating results.

 

   

Babylon Holdings conducts business in a heavily regulated industry and if Babylon Holdings fails to comply with these laws and government regulations, or if the rules and regulations change or the approach that regulators take in classifying Babylon Holdings’ products and services under such regulations change, it could incur penalties or be required to make significant changes to its operations, products, or services or experience adverse publicity, which could have a material adverse effect on its business, financial condition, and results of operations.

 

   

The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on Babylon Holdings is currently unknown, but may adversely affect its business, financial condition and results of operations.

 

   

Babylon Holdings depends on its talent to grow and operate its business, and if it is unable to hire, integrate, develop, motivate and retain its personnel, Babylon Holdings may not be able to grow effectively.

Risks Related to the Business Combination

The completion of the Business Combination is subject to a number of important conditions, and the Merger Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.

The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Merger Agreement, including the approval of the Business Combination by the Alkuri Stockholders, the approval of the listing of the Babylon Class A Shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if applicable, waived by December 3, 2021, unless extended, the Merger Agreement may be terminated by either party and you will not receive the Merger Consideration. For more information, see “The Merger Agreement.”

The unaudited pro forma financial information included in this proxy statement/prospectus may not be representative of Babylon’s results after the Business Combination.

The unaudited pro forma financial information of Babylon included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the transactions been consummated as of the dates indicated, nor is it indicative of our future operating results or financial position after the assumed consummation of the transactions or other individually insignificant acquisitions. The unaudited pro forma financial information of Babylon present the combination of our financial information and the financial information of Babylon after giving effect to the Business Combination and related adjustments described in the accompanying notes. See “Unaudited Pro Forma Condensed combined Financial Information.”

The unaudited pro forma financial information of Babylon does not reflect future events that may occur, including any future nonrecurring charges resulting from the Business Combination, and does not consider potential impacts of current market conditions on revenues or expense. The unaudited prospective financial

 

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information of Babylon is based in part on certain assumptions that we believe are reasonable under the circumstances. Our assumptions may not prove to be accurate over time.

Babylon Holdings’ projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, Babylon’s projected revenue, gross profit and Adjusted EBITDA may differ materially from expectations.

Babylon Holdings’ operates in a rapidly changing and competitive industry and its projections will be subject to the risks and assumptions made by management with respect to its industry. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition Babylon Holdings’ faces, and its ability to attract and retain customers and enterprise partnerships, while generating sustained revenues. This may result in decreased revenue levels, and Babylon may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause Babylon’s operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, Babylon may fall materially short of its forecasts and expectations, which could cause its stock price to decline and investors to lose confidence in it.

The Business Combination may not result in increased share liquidity for Babylon’s shareholders, including former Alkuri Stockholders, following the Business Combination.

We are undertaking the Business Combination because we believe that the Business Combination will provide Babylon Holdings and Alkuri, and their and our respective shareholders, with a number of advantages, including providing our shareholders and Alkuri Stockholders with securities that we expect will enjoy greater market liquidity than the securities these shareholders currently hold. However, the Business Combination may not accomplish these objectives particularly given the number of shares to be held by Babylon or Alkuri affiliates and the right of Alkuri Stockholders to redeem their Alkuri Common Stock in connection with the consummation of the Business Combination. Accordingly, we cannot predict whether a liquid market for the newly issued Babylon Class A Shares will be maintained. If the Business Combination does not result in increased liquidity for the securities held by Babylon Holdings’ shareholders and Alkuri Stockholders, you may experience a decrease in your ability to sell the Babylon Class A Shares you receive in the Business Combination compared to your ability to sell the Alkuri Common Stock you currently hold.

If the Business Combination does not qualify as a “reorganization” under Section 368(a) of the Code, is taxable under Section 367(a) of the Code, or is otherwise taxable to U.S. holders of Alkuri Common Stock and Alkuri Warrants, then the Business Combination would be taxable with respect to such holders.

It is intended that the Business Combination will qualify as a “reorganization” under the provisions of Section 368(a) of the Code (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 under Section 368(a) of the Code, some of which are based upon factual determinations, and the reorganization treatment could be adversely affected by events or actions that occur or are taken after the Business Combination.

For the Business Combination to qualify as a Reorganization, Babylon must, either directly or indirectly through certain controlled entities, either continue a significant line of Alkuri’s historic business or use a significant portion of Alkuri’s historic business assets in a business, in each case, within the meaning of Treasury regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a blank check company, such as Alkuri, it is unclear under applicable law whether Alkuri’s operations and assets acquired through the Business Combination will qualify as a historic business or historic business assets for this purpose. If they do not so qualify, then the Business Combination will not qualify as a Reorganization. In addition, in order for the Business Combination to qualify as a Reorganization, it is necessary that a substantial part of the value of the proprietary interests in Alkuri be

 

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preserved in the Business Combination and that Alkuri hold “substantially all” of its properties following the Business Combination. If a significant number of stockholders of Alkuri decide to redeem their Alkuri Common Stock one or both of these requirements may not be satisfied, in which case the Business Combination will not qualify as a Reorganization. In addition, the Reorganization treatment could be adversely affected by events or actions that occur or are taken after the Business Combination. Babylon has undertaken an obligation to comply with certain covenants intended to support the qualification of the Business Combination as a Reorganization, but no assurances can be given that compliance with such covenants will be sufficient to ensure the Business Combination qualifies as a Reorganization.

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 within the meaning of Section 368(a) of the Code, 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 above, 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 that the IRS will not assert, or that a court would not sustain, a position that the Business Combination does not qualify as a Reorganization or that the Business Combination is taxable to U.S. Holders under Section 367(a) of the Code. Accordingly, each U.S. Holder of Alkuri Securities is urged to consult its tax advisor with respect to the particular tax consequence of the Business Combination to such U.S. Holder.

If the Business Combination fails to qualify as a reorganization under Section 368(a) of the Code, 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 under Section 368(a) of the Code.

For additional information, please read the section entitled “Certain 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.

Your ownership percentage in Babylon will be less than the ownership percentage you currently hold in Alkuri.

Your ownership percentage in Babylon Class A Shares following the Business Combination will be less than your existing ownership percentage in Alkuri as a result of dilution attributable to the relative equity values of the companies involved in the Business Combination. Immediately after the Business Combination, assuming no redemptions by Alkuri Stockholders, it is anticipated that (i) the existing shareholders of Babylon Holdings will hold as a group approximately 83.9% of the outstanding Babylon Shares, (ii) the current Alkuri Stockholders including the Sponsor will hold as a group approximately 10.4% of the outstanding Babylon Shares, and (iii) the PIPE Investors will hold as a group approximately 5.7% of the outstanding Babylon Shares. As a result, Alkuri Stockholders will have less influence over matters submitted to a vote of Babylon shareholders than they currently hold in Alkuri.

 

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Directors of Alkuri have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the Alkuri board of directors’ recommendation that Alkuri Stockholders vote in favor of the approval of the Business Combination, Alkuri Stockholders should be aware that Alkuri’s directors and executive officers, advisors and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Alkuri Stockholders. These interests include:

 

   

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 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 $                based upon the closing price of $                per share on Nasdaq on                 , 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.

 

   

The Sponsor purchased 5,933,333 private placement warrants from Alkuri for $1.50 per private 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 $                based upon the closing price of $                per warrant on Nasdaq on                , 2021. The Alkuri Class A Common Stock underlying the private units had an aggregate market value of $                based upon the closing price of $                per share on Nasdaq on                , 2021. The private warrants and the 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 ordinary 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.

 

   

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.

 

   

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 $                of unpaid reimbursable expenses.

 

   

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 an aggregate amount of 1,300,000 Babylon Class A Shares

 

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pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Investors.

 

   

Until the first anniversary of the 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.

 

   

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.

 

   

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.

These financial interests of the officers and directors, and entities affiliated with them, may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation to vote in favor of the Business Combination Proposal and other proposals to be presented to Alkuri Stockholders.

Following the completion of the Business Combination, the Founder will have the ability to significantly influence Babylon’s business and management.

It is anticipated that, upon completion of the Business Combination: (i) Alkuri’s public stockholders will own approximately 8.6% of Babylon Shares and 3.5% of the voting power of Babylon; (ii) the PIPE Investors will own approximately 5.7% of Babylon Shares and 2.4% of the voting power of Babylon; (iii) the Sponsor and current Alkuri directors will own approximately 1.8% of Babylon Shares (including the Sponsor Earnout Shares) and 0.8% of the voting power of Babylon; and (iv) the existing Babylon Holdings’ shareholders will own approximately 83.9% of Babylon Shares and 93.3% of the voting power of Babylon (of which 27.2% of the Babylon Shares (including the Stockholder Earnout Shares) and 70.0% of the voting power 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 and (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. Accordingly, the Founder will be able to significantly influence the approval of actions requiring approval of the board of directors of Babylon through their voting power and will retain significant influence with respect to Babylon’s management, business plans and policies, including the appointment and removal of its officers.

Subsequent to the consummation of the Business Combination, Babylon may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Alkuri has conducted due diligence on Babylon Holdings, Alkuri cannot assure you that this diligence revealed all material issues that may be present in its businesses, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of Alkuri’s or Babylon’s control will not later arise. As a result, Babylon may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Alkuri’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Alkuri’s liquidity, the fact that Babylon Holdings or Babylon reports

 

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charges of this nature could contribute to negative market perceptions about Babylon or its securities. In addition, charges of this nature may cause Babylon to violate net worth or other covenants to which it may be subject. Accordingly, any stockholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their Babylon Shares. Such shareholders are unlikely to have a remedy for such reduction in value.

The board of directors of Alkuri did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination, and as a result, we cannot assure you that the terms of the transaction are fair, from a financial point of view, to the stockholders of Alkuri.

In analyzing the Business Combination, the Alkuri management team conducted due diligence on Babylon Holdings and engaged in comprehensive discussions regarding the terms of the transaction, including the relative ownership of Babylon following the Business Combination. Alkuri is not required to obtain an opinion from an unaffiliated third party that the relative ownership of Babylon following the Business Combination is fair to its stockholders from a financial point of view. Based on the due diligence efforts conducted, the scope of the negotiations, input from its financial advisors, and the background of its board of directors and management, Alkuri’s board of directors has recommended that its stockholders approve the Business Combination and adopt the Merger Agreement and related transactions. Notwithstanding the foregoing, Alkuri’s board of directors did not obtain a formal fairness opinion to assist it in making this recommendation.

Babylon may redeem any unexpired warrants prior to their exercise at a time that may disadvantageous to the holder of such warrants, thereby making your warrants worthless.

Babylon will have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of Babylon Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption, and provided further that there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, or Babylon has elected to require the exercise of the warrants on a “cashless basis,” and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by Babylon, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The private placement warrants are not redeemable by Babylon so long as they are held by the Sponsor or its permitted transferees.

The only principal asset of Babylon following the Business Combination will be its interest in Babylon, and accordingly, it will depend on distributions from Babylon to pay taxes and expenses.

Upon consummation of the Business Combination, Babylon will be a holding company and will have no material assets other than its interests in Babylon. Babylon is not expected to have independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses, as well as dividends in the future, if any, will be dependent upon the financial results and cash flows of Babylon. There can be no assurance that Babylon will generate sufficient cash flow to distribute funds to Babylon, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. If Babylon does not distribute sufficient funds to Babylon to pay its taxes or other liabilities, Babylon may default on contractual obligations or have to borrow additional funds. In the event that Babylon is

 

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required to borrow additional funds, it could adversely affect Babylon’s liquidity and subject it to additional restrictions imposed by lenders.

The Sponsor and certain insiders of Alkuri has agreed to vote in favor of the Business Combination, regardless of how Alkuri Stockholders vote.

The Sponsor and certain insiders of Alkuri have agreed to vote their shares in favor of the Business Combination. The Sponsor own 20% of Alkuri Common Stock prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if the Sponsor and certain insiders of Alkuri agreed to vote their shares in accordance with the majority of the votes cast by Alkuri Stockholders.

Even if Alkuri consummates the Business Combination, there can be no assurance that the Alkuri Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the Alkuri Warrants is $11.50 per share of Alkuri Class A Common Stock. There can be no assurance that the Alkuri Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Alkuri Warrants may expire worthless.

If Alkuri is unable to complete the Business Combination with Babylon or another business combination by February 9, 2023 (or such later date as Alkuri Stockholders may approve), Alkuri will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third-parties may bring claims against Alkuri, and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by Alkuri Stockholders could be less than $10.00 per share.

Under the terms of the Alkuri’s certificate of incorporation, Alkuri must complete the Business Combination or another business combination by February 9, 2023, or Alkuri must: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest will be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish its public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the Alkuri board of directors, dissolve and liquidate, subject, in the case of clauses (i) and (ii), to its obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no liquidating distributions with respect to Alkuri Warrants, which will expire worthless. In such event, third-parties may bring claims against Alkuri. Although Alkuri has obtained waiver agreements from certain vendors and service providers (other than its independent auditors) it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of Alkuri’s public stockholders.

The Sponsor has agreed that it will be liable to Alkuri if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

 

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apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under Alkuri’s indemnity of the underwriters in the Alkuri IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Alkuri has not asked the Sponsor to reserve for its indemnification obligations, it has not independently verified whether the Sponsor has sufficient funds to satisfy such obligations, and it believes that the Sponsor’s only assets are securities of Alkuri. As a result, if any such claims were successfully made against the trust account, the funds available for Alkuri’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Alkuri may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

Alkuri’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to Alkuri Stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case, less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Alkuri’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Alkuri currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Alkuri, it is possible that Alkuri’s independent directors, in exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance. If Alkuri’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Alkuri Stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to Alkuri Stockholders, Alkuri files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Alkuri Stockholders and the per share amount that would otherwise be received by Alkuri Stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the trust account to Alkuri Stockholders, Alkuri files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Alkuri’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by Alkuri Stockholders in connection with Alkuri’s liquidation may be reduced.

Alkuri Stockholders may be held liable for claims by third-parties against Alkuri to the extent of distributions received by them.

If Alkuri is unable to complete the Business Combination with Babylon Holdings or another business combination within the required time period, Alkuri will cease all operations, except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Alkuri cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Alkuri Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more), and any liability of Alkuri Stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Alkuri cannot assure you that third parties will not seek to recover from Alkuri Stockholders amounts owed to them by Alkuri.

 

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If Alkuri is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Alkuri’s stockholders. Furthermore, because Alkuri intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to Alkuri’s creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public stockholders from the trust account before addressing the claims of creditors. Alkuri cannot assure you that claims will not be brought against it for these reasons.

In connection with the closing of the Business Combination, we are not registering the Babylon Shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and resell the underlying shares.

We are not registering the shares of Babylon Shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement to be entered into prior to Closing, we have agreed that, as soon as practicable, but in no event later than 15 business days after the Closing of the Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Babylon Shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the Babylon Shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to                Babylon Shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if Babylon Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Babylon Shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants. In such an instance, the Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be

 

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able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Babylon Shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, Alkuri’s board of directors will not have the ability to adjourn the special meeting to a later date.

If, at the special meeting, the chairman presiding over the special meeting determines that it would be in the best interests of Alkuri to adjourn the special meeting to give Alkuri more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if Alkuri would have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Transactions, or if additional time is needed to fulfil other closing conditions), the chairman presiding over the special meeting will seek approval to adjourn the special meeting to a later date or dates. If the Adjournment Proposal is not approved, the chairman will not have the ability to adjourn the special meeting to a later date in order to solicit further votes. In such event, the Business Combination would not be completed.

Risks Related to Babylon’s Business and Operations Following the Business Combination

Unless stated otherwise, in this section, “we,” “us” and “our” refer to Babylon Holdings prior to Closing and Babylon upon Closing.

We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability.

We have incurred net losses on an annual basis since our inception. We incurred net losses of $188.0 million and $140.3 million and for the years ended December 31, 2019 and 2020, respectively. We had an accumulated deficit of $469.5 million as of December 31, 2020. To date, we have financed our operations principally from the sale of our equity and revenue from our operations. Our cash flow from operations was negative for the years ended December 31, 2020 and 2019. We may not generate positive cash flow from operations or profitability in any given period, and our limited operating history may make it difficult for you to evaluate our current business and our future prospects.

We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increasing expenses. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company. Additionally, we expect our operating expenses to increase significantly over the next several years as we continue to invest in increasing our customer base, hire additional personnel, expand our marketing channels operations and infrastructure, and continue to develop and expand our solutions. In addition to the expected costs to grow our business, we also expect to incur additional legal, accounting, and other expenses as a newly public company. These efforts and investments may prove to be more costly than we anticipate, and if we do not achieve the benefits anticipated from these investments, or if the realization of these benefits is delayed, they may not result in increased revenue or growth in our business to a level to sufficiently offset these higher expenses. If our growth rate were to decline significantly or become negative, it could adversely affect our financial condition and results of operations. If we are not able to achieve or maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all and/or which would be dilutive to our shareholders. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition and results of operations would be adversely affected. Our failure to achieve or maintain profitability could negatively impact the value of our Babylon Class A Shares.

 

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If we fail to effectively manage our growth, we may be unable to execute our business plan, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition and results of operations would be harmed.    

Since launching our first product in 2015, we have experienced rapid growth and we continue to rapidly and significantly expand our operations. For example, our full-time employee headcount has grown from 789 employees as of December 31, 2018 to 1,926 employees as of December 31, 2020, with a global headcount of all employment types at 2,089 as of May 31, 2021. This expansion increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

The growth and expansion of our business creates significant challenges for our management, operational and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial and management processes and systems and to effectively expand, train and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions. This could negatively affect our business performance.

We continue to experience growth in our headcount and operations, which will continue to place significant demands on our management and our operational and financial infrastructure. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees, and we must maintain the beneficial aspects of our corporate culture. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees. In addition, fluctuations in the price of our Babylon Class A Shares may make it more difficult or costly to use equity compensation to motivate, incentivize and retain our employees. We face significant competition for talent from other healthcare, technology and high-growth companies, which include both large enterprises and privately-held companies. We may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business, financial condition and results of operations could be adversely affected.

Additionally, if we do not effectively manage the growth of our business and operations, the quality of our solutions could suffer, which could negatively affect our results of operations and overall business. Further, we have made changes in the past, and will likely make changes in the future, to our solutions that our customers or members may not like, find useful or agree with. We may also decide to discontinue certain features, solutions or services or increase fees for any of our features or services. If customers or members are unhappy with these changes, they may decrease their usage of our solutions.

We may face intense competition, which could limit our ability to maintain or expand market share within our industry, and if we do not maintain or expand our market share our business and operating results will be harmed.

The market for our offerings is underpenetrated, competitive, and characterized by rapidly evolving technology standards, customer and member needs, and the frequent introduction of new products and services. While our market is in an early stage of development, it is evolving rapidly and becoming increasingly competitive, and we expect it to attract increased competition. We currently face competition from a range of companies. Our competitors include companies whose primary business is developing and marketing remote healthcare platforms and services and also those engaged in value-based care, such as agilon health, Amwell, Oak Street Health, One Medical and Teladoc. We also compete with health insurers and large corporations that

 

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are making inroads into the digital healthcare industry and that are increasingly focused on the development of digital health technology, often through initiatives and partnerships. These technology companies, which may offer their solutions at lower prices, are continuing to develop additional products and are becoming more sophisticated and effective. In addition, large, well-financed healthcare providers and insurance carriers have, in some cases, developed their own platform or tools and may provide these solutions to their customers at discounted prices.

Our ability to compete effectively depends on our ability to distinguish our company and our solution from our competitors and their products, and includes factors such as:

 

   

long-term outcomes;

 

   

ease of use and convenience;

 

   

price;

 

   

greater name and brand recognition;

 

   

longer operating histories;

 

   

greater market penetration;

 

   

larger and more established customer and channel partner relationships;

 

   

larger sales forces and more established products and networks;

 

   

larger marketing budgets;

 

   

access to significantly greater financial, human, technical and other resources;

 

   

breadth, depth, and efficacy of offerings;

 

   

quality and reliability of solutions; and

 

   

employer, healthcare provider, government agency and insurance carrier acceptance.

Some of our competitors may have greater name and brand recognition, longer operating histories, significantly greater resources than we do and may be able to offer solutions similar to ours at more attractive prices than we can. Further, our current or potential competitors may be acquired by third parties with greater available resources. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, our competitors have established, and may in the future establish, cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace.

Our partners and customers could become our competitors by offering similar services. Some of our partners may begin to offer services in the same or similar manner as we do. Although there are many potential opportunities for, and applications of, these services, our partners may seek opportunities or target new customers in areas that may overlap with those that we have chosen to pursue. In such cases, we may potentially compete against our partners. Competition from our partners may adversely affect our relationships with our partners and our business. In addition, some of the terms of our partner relationships include exclusivity or other restrictive clauses that limit our ability to partner with or provide services to potential other customers or third parties, which could harm our business. We may in the future enter into agreements with customers that restrict our ability to accept assignments from, or render similar services to, those customers’ customers, require us to obtain our customers’ prior written consent to provide services to their customers or restrict our ability to compete with our customers, or bid for or accept any assignment for which those customers are bidding or negotiating. These restrictions may hamper our ability to compete for and provide services to other customers in a specific industry in which we have expertise and could materially adversely affect our business, financial condition and results of operations.

 

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New competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and larger sales forces than we have, which could put us at a competitive disadvantage. Our competitors could also be better positioned to serve certain segments of our market, which could create additional price pressure. In light of these factors, even if our solution is more effective than those of our competitors, current or potential customers may accept competitive solutions in lieu of purchasing our solution. If we are unable to successfully compete, our business, financial condition and results of operations could be adversely affected.

If our existing customers do not continue or renew their contracts with us, renew at lower fee levels or decline to license additional applications and services from us, it could have a material adverse effect on our business, financial condition and results of operations.

We expect to derive a significant portion of our revenue from renewal of existing customer contracts and sales of additional applications and services to existing customers.

Customer renewals may decline or fluctuate as a result of a number of factors, including the breadth of early deployment of our solution, changes in customers’ business models and use cases, our customers’ satisfaction or dissatisfaction with our solution, our pricing or pricing structure, the pricing or capabilities of products or services offered by our competitors, or the effects of economic conditions. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenue may decline. If our customers are dissatisfied with our products, including, for example, because members do not engage with our solutions, our customers may terminate or decline renewal of their contracts. In particular, our customers are often motivated to partner with us because they believe that members’ use of our solutions will decrease their spending levels. If we are not successful in engaging members through our platform and services, we may not meet our customers’ expectations. If we fail to satisfy our existing customers, they may not renew their contracts, which could adversely affect our business and operating results.

As part of our growth strategy we have recently focused on expanding our services amongst current customers. As a result, selling additional applications and services are critical to our future business, revenue growth and results of operations. Factors that may affect our ability to sell additional applications and services include, but are not limited to, the following:

 

   

the price, performance and functionality of our solutions;

 

   

the availability, price, performance and functionality of competing solutions;

 

   

our ability to develop and sell complementary applications and services;

 

   

the stability, performance and security of our hosting infrastructure and hosting services;

 

   

changes in healthcare and telemedicine laws, regulations or trends; and

 

   

the business environment of our customers and, in particular, headcount reductions by our customers.

We mainly enter into three types of contracts with our customers: value-based care, fee-for-service, and licensing. Under our fee-for-service agreements, we get paid by our customers based on the number of services members use through our platform and/or based on the number of members who can use our platform (i.e., eligible populations). Under our value-based care agreements with health plans, we generally receive a fixed fee per month for healthcare services and assume the financial responsibility for the healthcare expenses of members. Under our licensing agreements, we license our technology to third parties for them to make our technology available in certain territories and/or on their platforms. Our fee-for-service contracts generally have initial terms of one to two years and our licensing and risk-based contracts generally have initial terms of two to ten years. Most of our customers have no obligation to renew their contracts after the initial term expires. In addition, our customers may negotiate terms less advantageous to us upon renewal, which may reduce our revenue from these customers. Our future results of operations also depend, in part, on our ability to expand our service and product

 

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offering. If our customers fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels, or fail to license new products and services from us, our revenue may decline, or our future revenue growth may be constrained.

In addition, after the initial contract term, some of our customer contracts allow customers to terminate such agreements for convenience at certain times, typically with one to three months advance notice. We typically incur the expenses associated with integrating a customer’s data into our healthcare database and related training and support prior to recognizing meaningful revenue from such a customer. Subscription access revenue is not recognized until our products are implemented for launch, which is generally a few months after contract signing. If a customer terminates its contract early and revenue and cash flows expected from a customer are not realized in the time period expected or not realized at all, our business, financial condition and results of operations could be adversely affected.

In the United States and for elements of our business in the U.K., we are dependent on our relationships with physician-owned entities to hold contracts and provide healthcare services We do not own such professional entities, and our business could be harmed if those relationships were disrupted or if our arrangements with our providers or our customers are found to violate states laws prohibiting the corporate practice of medicine or fee-splitting.

There is a risk that authorities in some jurisdictions may find that our contractual relationships with the physician-owned professional entities with which we contract violate the corporate practice of medicine or fee-splitting laws or similar or equivalent rules in the relevant jurisdiction. These laws generally prohibit the practice of medicine by, or sharing of professional fees with, lay persons or entities and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing a clinician’s professional judgment. The extent to which each state considers particular actions or contractual relationships to constitute improper influence of professional judgment or fee-splitting varies across the states and is subject to change and to evolving interpretations by state boards of medicine, state courts and state attorneys general, among others. As such, we must monitor our compliance with laws in every jurisdiction in which we operate on an ongoing basis and we cannot guarantee that subsequent interpretation of the corporate practice of medicine or fee-splitting laws will not circumscribe our business operations. The enforcement of state corporate practice of medicine doctrines or fee-splitting laws may result in the imposition of penalties, including but not limited to, penalties on the physicians themselves for aiding the corporate practice of medicine, which could discourage physicians from participating in our network of providers.

The corporate practice of medicine prohibition exists in some form, by statute, regulation, board of medicine or attorney general guidance, or case law, in approximately 31 states. The broad variation between state application and enforcement of the corporate practice of medicine doctrine makes an exact count difficult. We plan to conduct business in all of these states and are currently operating in most of them. Due to the prevalence of the corporate practice of medicine doctrine, including in the states where we predominantly conduct our business, we provide administrative and management services to certain physician-owned professional entities pursuant to agreements under which those entities reserve exclusive control and responsibility for all aspects of the practice of medicine and the delivery of medical services. We contract with the vast majority of such physician-owned entities through business support agreements and direct transfer agreements for the provision of health care services, the receipt of fees, and physician-owner succession planning purposes. For professional entities with which we contract but with respect to which we have not implemented a direct share transfer agreement, we implement other measures (e.g., option agreements) for similar succession planning purposes. For further discussion of this structure, see “Babylon’s Business—Affiliated Physicians and Healthcare Professionals.” While we expect that these relationships will continue, we cannot guarantee that they will. A material change in our relationship with these physician-owned entities, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our consumers and could have a material adverse effect on our business, financial condition and results of operations.

 

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In addition, the arrangements in which we have entered to comply with state corporate practice of medicine doctrines could subject us to additional scrutiny by federal and state regulatory bodies, including with respect to federal and state fraud and abuse laws. We believe that our operations comply with applicable state statutes and regulations regarding corporate practice of medicine, fee-splitting, and anti-kickback prohibitions. However, any scrutiny, investigation, or litigation with regard to our arrangement with physician-owned entities could have a material adverse effect on our business, financial condition and results of operations, particularly if we are unable to restructure our operations and arrangements to comply with applicable laws or we are required to restructure at a significant cost, or if we were subject to penalties or other adverse action.

Our telemedicine business and growth strategy depend on our ability to maintain and expand a network of qualified providers. If we are unable to do so, our future growth would be limited and our business, financial condition and results of operations would be harmed.

Our success is dependent upon our continued ability to maintain an adequate network of qualified telemedicine providers. If we are unable to recruit and retain board-certified physicians and other healthcare professionals, it would have a material adverse effect on our business and ability to grow and would adversely affect our results of operations. In any particular market, providers could demand higher payments or take other actions that could result in higher medical costs, less attractive service for our customers or difficulty meeting applicable regulatory or accreditation requirements. Our ability to develop and maintain satisfactory relationships with providers also may be negatively impacted by other factors not associated with us, such as changes in Medicare and/or Medicaid reimbursement levels and consolidation activity among hospitals, physician groups and healthcare providers, the continued private equity investment in physician practice management platforms and other market and operating pressures on healthcare providers. In the United Kingdom, reports of pressures in primary medical services are starting to emerge following the COVID-19 pandemic. Following a period of cessation of some services in the National Health Service (“NHS”), as services resume, there is likely to be additional demand for services caused by delayed appointments, presentations and investigations. The demand for appropriately qualified individuals to enable us to deliver services is also likely to increase, and similar trends in the demand for, and constrained supply of, appropriately qualified medical professionals may also be experienced in the United States.

The failure to maintain or to secure new cost-effective provider contracts in the United States and to recruit qualified individuals in the United Kingdom may result in a loss of or inability to grow our membership base, higher costs, healthcare provider network disruptions, less attractive service for our customers and/or difficulty in meeting applicable regulatory requirements, any of which could have a material adverse effect on our business, financial condition and results of operations.    

If we are unable to attract new customers and expand member enrollment with existing clinical services and Babylon 360 customers, our revenue growth could be slower than we expect, and our business may be adversely affected.

We generate, and expect to continue to generate, revenue from market adoption of our digital health products. As a result, widespread acceptance and use of digital health solutions in general, and our platform in particular, is critical to our future growth and success. If the market fails to grow or grows more slowly than we currently anticipate, demand for our solutions could be negatively affected.

Our ability to achieve significant growth in revenue in the future will depend, in large part, upon our ability to attract new customers. If we fail to attract new customers and fail to maintain and expand new customer relationships, our revenue may grow more slowly than we expect, and our business may be adversely affected. Demand for digital health solutions in general, and our solution in particular, is affected by a number of factors, many of which are beyond our control. Some of these potential factors include:

 

   

market adoption and ongoing usage of telemedicine solutions, in particular following the removal of various “stay at home” restrictions due to the COVID-19 pandemic;

 

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awareness and adoption of technology in healthcare generally;

 

   

availability of products and services that compete with ours;

 

   

ease of adoption and use;

 

   

features and platform experience;

 

   

performance;

 

   

brand;

 

   

security and privacy; and

 

   

pricing.

In addition, our ability to increase engagement of the individual members that interact with our platform will affect our future revenue growth; however, the effect that member engagement has on revenue growth depends on the type of agreement pursuant to which members engage with our platform. For example, under our fee-for-service agreements, we get paid by our customers based on the number of services members use through our platform and/or based on the number of members who can use our platform (i.e. eligible populations). Therefore, revenue growth under our fee-for-service agreements depends in part on our ability to increase engagement with members so that they will use additional services. Under our value-based care agreements with health plans, we generally receive a fixed fee per month for healthcare services and assume the financial responsibility for the healthcare expenses of members. Under these value-based care agreements, we assume the financial responsibility of caring for members whether those members use our services or not. Therefore, if members do not use our solutions and seek medical care from alternate sources, we may be unable to control the costs and we may be contractually obligated to pay at least a portion of these unknown expenses, which could adversely affect our business and operating results. Additionally, even if we are successful engaging members and those members use our services, we may not be able to control the costs of healthcare in the ways that we are expecting and healthcare costs may be higher than we are anticipating. If healthcare costs through our platform are higher than we are anticipating this could adversely affect our business and operating results.

A significant portion of our revenue comes from a limited number of customers, and the loss of a material contract could have a material adverse effect on our business, financial condition and results of operations.

Historically, we have relied on a limited number of customers for a substantial portion of our total revenue. For the years ended December 31, 2019 and 2020 and for the three months ended March 31, 2021, two, four, and five customers, respectively, represented 10% or more of our total revenue. For the years ended December 31, 2019 and 2020 and for the three months ended March 31, 2021, our top ten customers, accounted for 99%, 90% and 95% of our revenue, respectively.

We also rely on our reputation and recommendations from key customers in order to promote our solution to potential new customers. The loss of any of our key customers, or a failure of some of them to renew or expand their agreements, could have a significant impact on our revenue, our reputation and our ability to obtain new customers. In addition, mergers and acquisitions involving our customers could lead to cancellation or non-renewal of our contracts with those customers or by the acquiring or combining companies, thereby reducing the number of our existing and potential customers, and their member populations.

The recognition of a portion of our revenue is subject to the achievement of performance metrics and healthcare cost savings and may not be representative of revenue for future periods.

While there are variations specific to each agreement, for our Babylon 360 arrangements, which operate pursuant to value-based care agreements, we generally price our services based upon a per-member-per-month (“PMPM”) fee. We multiply this PMPM fee by the number of eligible members to calculate our monthly run-rate

 

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revenue (“MRR”) for that agreement. Typically, a significant portion of the PMPM fee is fixed (we refer to this portion as the base PMPM fee), and the remainder of the PMPM fee is variable (we refer to this portion as the variable PMPM fee). Revenue from variable PMPM fees can be earned through either, or a combination of, the achievement of certain performance metrics or the realization of healthcare savings resulting from the utilization of our services. Although we target achievement of these performance metrics and realization in savings of healthcare spend, our revenue and financial results in the future may depend on whether we earn this performance-based revenue. In addition, since our customers typically pay the full PMPM fee in advance on a periodic basis, any required refund as a result of our failure to earn the performance-based revenue could have a negative impact on cash flows. Under some of our agreements with health plans, after conducting significant diligence and reviewing actuary and financial projections based on the information that health plans (and, in England, the NHS) provide us that we ultimately do not have control over, we assume some or all of the risk that our cost of providing services will exceed our compensation. While we generally price our services based upon a PMPM fee, in the future we may also explore other structures, such as gain/loss share arrangements which set out an investment made by Babylon in relation to a defined segment of local population, at risk, and how this will be recovered and “gains” or “losses” will be shared between Babylon and the counterparty when compared against control population.

Under these arrangements, if members require more care than is anticipated and/or the cost of care increases, then the aggregate fixed compensation amounts, or capitation payments, may be insufficient to cover the costs associated with treatment. If medical costs and expenses exceed estimates, except in very limited circumstances, we will not be able to increase the fee received under these risk agreements during their then-current terms and we could suffer losses with respect to such agreements.

Changes in our anticipated ratio of medical expense to revenue can significantly impact our financial results. Accordingly, the failure to adequately predict and control medical costs and expenses and to make reasonable estimates and maintain adequate accruals for incurred but not reported claims, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Additionally, the expenses of our members may be outside of our control in the event that members take certain actions that increase such expenses, such as unnecessary hospital visits. We are reliant on accurate information from reporting and health plans relating to historic and current data. Inaccuracies in such reporting could have a negative impact on our financial position.

Due to the time lag between when services are actually rendered by providers and when we receive, process, and pay a claim for those services, our medical expenses include a provision for claims incurred but not paid. We are continuously enhancing our process for estimating claims liability, which we monitor and refine on a periodic basis as claims receipts, payment information, and inpatient acuity information become available. As more complete information becomes available, we adjust the amount of the estimate, and include the changes in estimates in expenses in the period in which the changes are identified. Given the uncertainties inherent in such estimates, there can be no assurance that our claims liability estimate will be adequate, and any adjustments to the estimate may unfavorably impact, potentially in a material way, our reported results of operations and financial condition. Further, our inability to estimate our claims liability with absolute certainty or to appropriately utilize the claims data to control the cost of future healthcare services may also affect our ability to take timely corrective actions, further exacerbating the extent of any adverse effect on our results.

Historically, our medical costs and expenses as a percentage of revenue have fluctuated. Factors that may cause medical expenses to exceed estimates include:

 

   

the health status of members and higher levels of hospitalization;

 

   

higher than expected utilization of new or existing healthcare services or technologies, including the level of engagement with Babylon’s digital healthcare platform and tools;

 

   

an increase in the cost of healthcare services and supplies, whether as a result of inflation or otherwise;

 

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changes to mandated benefits or other changes in healthcare laws, regulations and practices;

 

   

increased costs attributable to specialist physicians, hospitals and ancillary providers;

 

   

changes in the demographics of our members;

 

   

changes in medical trends;

 

   

contractual or claims disputes with providers, hospitals or other service providers within and outside a health plan’s network;

 

   

the occurrence of catastrophes, major epidemics or acts of terrorism; and

 

   

the reduction of health plan premiums.

Renegotiation, non-renewal or termination of value-based care agreements with health plans could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Under most of our value-based care agreements with health plans, the health plans are generally permitted to modify the respective benefits available to members from time to time during the respective terms of the agreements and health plans may make other changes, such as to their utilization review and coverage policies, that affect the cost of care to our attributed members. In addition, changes in government program funding, such as with respect to Medicaid managed care and Medicare Advantage programs, can affect the revenue we receive from health plans under our value-based care agreements. If there is an unanticipated change to a health plan’s benefits or coverage policies or to the government program funding, we could suffer losses with respect to such contract. We include in many of our value-based care agreements mechanisms to protect against losses by allowing early termination or amendment of the value-based care terms, but these may not protect against all adverse changes that are outside of Babylon’s control or they may not prevent us from suffering losses with respect to such contract.

There are significant risks associated with estimating the amount of revenue that we recognize under our licensing agreements and value-based care agreements with health plans, and if our estimates of revenue are materially inaccurate, it could impact the timing and the amount of our revenue recognition or have a material adverse effect on our business, financial condition, results of operations and cash flows.

Babylon Holdings’ revenue projections are based on management’s expectation of executed contracts delivering revenue in line with contractual terms and estimates relating to amounts received under our value-based care agreements. There are significant risks associated with estimating the amount of revenue that we recognize under our licensing agreements and value-based care agreements with health plans in a reporting period.

Certain of our value-based care agreements relate to medical care programs that employ risk adjustment programs that impact the revenue we recognize for our attributed membership. As a result of the variability of certain factors that go into the development of the risk adjustment revenue we recognize, such as risk scores and other market-level factors where applicable, the actual amount of revenue could be materially more or less than our estimates. In the United States, the data provided to the Centers for Medicare & Medicaid Services (“CMS”) to determine the risk score are subject to audit by CMS even several years after the annual settlements occur. If the risk adjustment data we submit are found to overstate the health status of our members, we may be required to refund payments previously received by us and/or be subject to penalties or sanctions, including potential liability under the federal False Claims Act (“FCA”), which can result in civil and criminal penalties such as fines, damages, overpayment, recoupment, imprisonment, loss of enrollment status and exclusion from the Medicare and Medicaid programs. In addition to paybacks and civil penalties reducing our revenue in the year that repayment or settlement is required, Medicare and Medicaid programs represent a large portion of our revenue in the United States and exclusion from future participation in these programs would significantly reduce our revenue for years to come. Further, if the data we provide to CMS understates the health risk of our members,

 

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we might be underpaid for the care that we must provide to our members. Consequently, our estimate of our health plans’ risk scores for any period, and any resulting change in our accrual of revenues related thereto, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Some revenue risk is transferred via stop-loss policies insuring against catastrophic claims that cover most of our value-based care arrangements. Similar risks apply in the U.K., including England. Gain/loss sharing with the NHS is predicated on data which is extracted and controlled by the NHS. While provisions are made to access and review this data it may not be possible to effectively challenge this.

The billing and collection process in the United States can be complex due to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payer issues, such as ensuring appropriate documentation. Determining applicable primary and secondary coverage for our members, together with the changes in member coverage that occur each month, requires complex, resource-intensive processes. While we manage the overall processing of some claims, we rely on third-party billing provider software to transmit the actual claims to payers based on the specific payer billing format. The potential therefore exists for us to experience delays or errors in claims processing when third-party providers make changes to their configurations and/or invoicing systems. If claims are not submitted to payers on a timely basis or are erroneously submitted, or if we are required to switch to a different software provider to handle claim submissions, we may experience delays in our ability to process these claims and receipt of payments from payers, or possibly denial of claims for lack of timely submission, which would have an adverse effect on our revenue and our business. Errors in determining the correct coordination of benefits may result in refunds to payers. Revenues associated with these medical care programs are also subject to estimating risk related to the amounts not paid by the primary payer that will ultimately be collectible from other payers paying secondary coverage, the member’s commercial health plan secondary coverage or the member. Collections, refunds and payer retractions typically continue to occur for up to three years and longer after services are provided. If our estimates of revenues are materially inaccurate, it could impact the timing and the amount of our revenue recognition and have a material adverse impact on our business, financial condition, results of operations and cash flows.

We may be required to delay recognition of some of our revenue, which may harm our financial results in any given period.

We may be required to delay recognition of revenue for a significant period of time if, in relation to any agreement we enter into:

 

   

the transaction involves both current products and products that are under development;

 

   

the customer requires significant modifications, configurations, or complex interfaces that could delay delivery or acceptance of our solution;

 

   

we are unable to demonstrate adequate control of the care management services being provided to our customers due to regulatory requirements or other contractual provisions;

 

   

the transaction involves acceptance criteria or other terms that may delay revenue recognition; or

 

   

the transaction involves payment terms that depend upon contingencies.

Because of these factors and other specific revenue recognition requirements under IFRS, we must have very precise terms in our contracts to begin recognizing revenue at the time when we initially provide access to our platform or provide care management services to our customers. Although we strive to enter into agreements that meet the criteria under IFRS for current revenue recognition on delivered performance obligations, our agreements are often subject to negotiation and revisions based on the demands of our customers. The final terms of our agreements sometimes result in deferred revenue recognition or an inability to recognize revenue on a gross basis, which may adversely affect our financial results in any given period.

 

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Our sales and implementation cycle can be long and unpredictable and requires considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.

The timing of our sales and related revenue recognition is difficult to predict because of the length and unpredictability of our sales cycle. The sales cycle for our solution from initial contact with a potential customer to enrollment launch varies widely by customer, ranging from less than one month to over a year. Some of our customers, especially in the case of our large customers and government entities, undertake a significant and prolonged evaluation process, including to determine whether our solutions meet their unique healthcare needs, which frequently involves evaluation of not only our solution but also of other available solutions, which has in the past resulted in extended sales cycles. Our sales efforts involve educating our customers about the ease of use, technical capabilities and potential benefits of our solution. Once a customer enters into an agreement with us, we then explain the benefits of our solutions again to eligible employees to encourage them to sign up as a member. During the sales cycle, we invest significant human resources and we expend significant time and money on sales and marketing activities, which lowers our operating margins, particularly if no sale occurs. For example, there may be unexpected delays in a customer’s internal procurement processes, particularly for some of our larger customers and government entities for which our products represent a very small percentage of their total procurement activity. There are many other factors specific to customers that contribute to the timing of their purchases and the variability of our revenue recognition, including the strategic importance of a particular project to a customer, budgetary constraints, funding authorization, and changes in their personnel. In addition, the significance and timing of our product enhancements, and the introduction of new products by our competitors, may also affect our customers’ purchases. Even if a customer decides to purchase our solutions, there are many factors affecting the timing of our recognition of revenue, which makes our revenue difficult to forecast. For example, once a customer enters into an agreement with us, we work with them to identify the eligible population and then launch an enrollment process. Time from signing to launch typically takes an average of at least three to six months. We do not receive any payment from our customers until members enroll and begin using our solution, which could be months following signing a subscription agreement for our solution. For all of these reasons, it is difficult to predict whether a sale will be completed, the particular period in which a sale will be completed or the period in which revenue from a sale will be recognized.

It is possible that in the future we may experience even longer sales cycles, more complex customer needs, higher upfront sales costs and less predictability in completing some of our sales as we continue to expand our direct sales force, expand into new territories and market additional solutions and services. If our sales cycle lengthens or our substantial upfront sales and implementation investments do not result in sufficient sales to justify our investments, our revenue could be lower than expected and it could have a material adverse effect on our business, financial condition and results of operations.

Our records and submissions to a health plan may contain inaccurate or unsupportable information regarding risk adjustment scores of members, which could cause us to overstate or understate our revenue and subject us to various penalties or repayment obligations.

The claims and encounter records that we submit to health plans may impact data that support the Medicare Risk Adjustment Factor (“RAF”), scores attributable to members. These RAF scores determine, in part, the revenue to which the health plans and, in turn, we are entitled to receive for the provision of medical care to such members. The data submitted to CMS by each health plan is based, in part, on medical charts and diagnosis codes that we prepare and submit to the health plans. Each health plan generally relies on us and our affiliated physicians to appropriately document and support such RAF data in our medical records. Each health plan also relies on us and our affiliated physicians to appropriately code claims for medical services provided to members. Erroneous claims and erroneous encounter records and submissions could result in inaccurate revenue and risk adjustment payments, which may be subject to correction or retroactive adjustment in later periods. This corrected or adjusted information may be reflected in financial statements for periods subsequent to the period in which the revenue was recorded. We might also need to refund a portion of the revenue that we received, which

 

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refund, depending on its magnitude, could damage our relationship with the applicable health plan and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Additionally, CMS and the Office of Inspector General (“OIG) for the U.S. Department of Health and Human Service (“HHS”) each audit Medicare Advantage (“MA”), plans for documentation to support RAF-related payments for members chosen at random. The MA plans ask providers to submit the underlying documentation for members that they serve. It is possible that claims associated with members with higher RAF scores could be subject to more scrutiny in a CMS, OIG, or plan audit. There is a possibility that a MA plan may seek repayment from us should CMS make any payment adjustments to the MA plan as a result of its or OIG’s audits. The plans also may hold us liable for any penalties owed to CMS for inaccurate or unsupportable RAF scores provided by us or our affiliated physicians. In addition, we could be liable for penalties to the government under the FCA that currently range from $11,665 to $23,331 (but which may be adjusted in the future for inflation) for each false claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly from the government for each such false claim. On June 19, 2020, the U.S. Department of Justice issued a final rule announcing adjustments to FCA penalties (statutorily limited to between $5,000 and $10,000, as adjusted for inflation), under which the per claim range increases to a range from $11,665 to $23,331 per claim, so long as the underlying conduct occurred after November 2, 2015.

CMS has indicated that payment adjustments from its Risk Adjustment Data Validation audits will not be limited to RAF scores for the specific MA enrollees for which errors are found but may also be extrapolated to the entire MA plan subject to a particular CMS contract. CMS has described its audit process as plan-year specific and stated that it will not extrapolate audit results for plan years prior to 2011. Because CMS has not stated otherwise, there is a risk that payment adjustments made as a result of one plan year’s audit would be extrapolated to prior plan years after 2011.

There can be no assurance that a health plan will not be randomly selected or targeted for review by CMS or OIG or that the outcome of such a review will not result in a material adjustment in our revenue and profitability, even if the information we submitted to the plan is accurate and supportable.

If reimbursement rates paid by third-party payers or federal or state healthcare programs are reduced or if third-party payers or government payers otherwise restrain our ability to obtain or provide services to our members, our business could be harmed.

Private third-party payers and government healthcare programs pay for the services that we provide to many of our members. As of March 31, 2021, over approximately 27% of our members were commercially insured. If any commercial third-party payers reduce their reimbursement rates or elect not to cover some or all of our services, our business may be harmed. Third-party payers also are entering into sole source contracts with some healthcare providers, which could effectively limit our pool of potential members.

Private third-party payers often use plan structures, such as narrow networks or tiered networks, to encourage or require their members to lower their costs. Private third-party payers generally attempt to limit their members’ use of out-of-network providers by imposing higher copayment and/or deductible amounts for out-of-network care than for in-network care. Additionally, private third-party payers have become increasingly aggressive in attempting to minimize the use of out-of-network providers by disregarding the assignment of payment from members to out-of-network providers (i.e., sending payments directly to members instead of to out-of-network providers), capping out-of-network benefits payable to members, waiving out-of-pocket payment amounts and initiating litigation against out-of-network providers for interference with contractual relationships, insurance fraud and violation of state licensing and consumer protection laws. If we become out of network for private third-party payers, our business could be harmed and our member service revenue could be reduced because members could stop using our services.

 

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In addition, a portion of our revenue comes from services provided to beneficiaries of federal, state and local government healthcare programs, principally Medicare and Medicaid beneficiaries.

Payments from federal and state government programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review and federal and state funding restrictions, each of which could increase or decrease program payments, as well as affect the cost of providing service to members and the timing of payments to our physician-owned networks. We are unable to predict the effect of recent and future policy changes on our operations. In addition, the uncertainty and fiscal pressures placed upon federal and state governments as a result of, among other things, deterioration in general economic conditions and the funding COVID-19 relief legislation, may affect the availability of taxpayer funds for Medicare and Medicaid programs. Changes in government healthcare programs may reduce the reimbursement we receive and could adversely impact our business and results of operations.

As federal healthcare expenditures continue to increase, and state governments continue to face budgetary shortfalls, federal and state governments have made, and continue to make, significant changes in the Medicare and Medicaid programs. These changes include reductions in reimbursement levels and to new or modified demonstration projects authorized pursuant to Medicaid waivers. Some of these changes have decreased, or could decrease, the amount of money we receive for our services relating to these programs. In some cases, private third-party payers rely on all or portions of Medicare payment systems to determine payment rates. Changes to government healthcare programs that reduce payments under these programs may negatively impact payments from private third-party payers.

In addition, in the U.K. (including England), primary medical services delivered under general medical services contracts are paid for in accordance with the General Medical Services Statement of Financial Entitlements, which is subject to change over time. While we consider it unlikely that the amount paid will decrease overall, as it is subject to negotiation with general practitioner representative bodies, there is nonetheless a risk that reimbursement of property costs for primary care service delivery may decrease or cease over time. We currently do not receive reimbursement of property costs related to Babylon GP at Hand services; however, work is ongoing to establish whether this may be possible.

The market for telemedicine is immature and volatile, and if it does not develop, if it develops more slowly than we expect, if it encounters negative publicity or if our solutions do not drive member engagement, the growth of our business will be harmed.

The telemedicine market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. The COVID-19 pandemic increased acceptance and utilization of telemedicine services, but it is uncertain whether such increase in demand will continue. Our success will depend to a substantial extent on the willingness of our members to use, and to increase the frequency and extent of their utilization of, our solution, as well as on our ability to demonstrate the value of telemedicine to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Negative publicity concerning our solution, other participants in the telemedicine market, or the telemedicine market as a whole could limit market acceptance of our solution. If our customers and members do not perceive the benefits of our telemedicine solution, or if our telemedicine solution does not drive member engagement, then our market may not develop at all, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of telemedicine could limit market acceptance of our healthcare services. If any of these events occurs, it could have a material adverse effect on our business, financial condition and results of operations.

If we are not able to develop and release new solutions and services, or successful enhancements, new features and modifications to our existing solutions and services, our business could be adversely affected.

Our products are based on novel technologies that are rapidly evolving. Our algorithms and other technologies depend on our ability to continue to build a substantial repository of health-related data and validate

 

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additional product designs. Given the rapidly evolving changing nature of our products, there is no guarantee that we have fully understood all the implications of using such technologies alongside the traditional delivery of healthcare. In addition, we must execute on our strategy to build a significant repository of health-related data to support the robustness and accuracy of our technologies and allow us to develop additional artificial intelligence-enabled applications. We believe that access to contemporary and historical member data, combined with the ability to analytically and clinically validate study results in a quality-controlled framework, provides us with a robust, reproducible method for product development. Moreover, the depth, specificity and quality of data are of paramount importance to further developing novel solutions that can demonstrate clinical utility across a range of practice specialties and member demographics. These features are also central to our product strategy of demonstrating both short- and long-term impact on member outcomes and health economics. If we are unable to continue to build our data repository, we may not be able to keep pace with rapidly evolving technology and improve the capabilities and utility of our products, and our business could be harmed.

The markets in which we operate are characterized by rapid technological change, frequent new product and service introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of products and services embodying new technologies can quickly make existing products and services obsolete and unmarketable. Additionally, changes in laws and regulations could impact the usefulness of our solution and could necessitate changes or modifications to our solution to accommodate such changes. For example, the European Commission’ recently announced proposal for a European Union (“EU”) Regulation on Artificial Intelligence (which would have extraterritorial effect outside of the EU), could lead to enhanced requirements as to the accuracy, robustness and security of so-called “high risk” AI systems used in healthcare settings. We invest substantial resources in researching and developing new solutions and enhancing our solutions by incorporating additional features, improving functionality, and adding other improvements to meet our customers’ and members’ evolving demands. The success of any enhancements or improvements to our solutions or any new solutions depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with new and existing technologies in our solutions and third-party partners’ technologies, effective and compliant localization for jurisdictions in which we operate and overall market acceptance. We may not succeed in developing, marketing and delivering on a timely and cost-effective basis enhancements or improvements to our solutions or any new solutions that respond to continued changes in market demands or new customer requirements. Further, any enhancements or improvements to our solutions or any new solutions may not achieve market acceptance. Since developing our solutions is complex, the timetable for the release of new solutions and enhancements to existing solutions is difficult to predict, and we may not offer new solutions and updates as rapidly as our customers require or expect. Any new solutions that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue. Moreover, even if we introduce new solutions, we may experience a decline in revenue of our existing solutions that is not offset by revenue from the new solutions. For example, customers may delay making purchases of new solutions to permit them to make a more thorough evaluation of these solutions or until industry and marketplace reviews become widely available. Some customers may hesitate to migrate to a new solution due to concerns regarding the performance of the new solution. In addition, we may lose existing customers who choose a competitor’s products and services. This could result in a temporary or permanent revenue shortfall and adversely affect our business.

The introduction of new products and solutions by competitors or the development of entirely new technologies within the digital health market which could serve to replace existing offerings could make our solutions obsolete or adversely affect our business, financial condition and results of operations. We may experience difficulties with software development, design or marketing that could delay or prevent our development, introduction or implementation of additional features or capabilities. In addition, there may be other delays or barriers to introducing new products or features relating to regulation. If customers and members do not widely purchase and adopt our solutions, we may not be able to realize a return on our investment. If we do not accurately anticipate customer and member demand, if we are unable to develop, license or acquire new features and capabilities on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, we may encounter adverse publicity, loss of revenue or market acceptance or claims by customers or

 

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members brought against us. Each of these possible effects could have a material and adverse effect on our reputation, business, financial condition and results of operations.

We expect to continue to dedicate significant financial and other resources to our research and development efforts in order to continuously evolve the development of our products and maintain our competitive position. As a result, our business is significantly dependent on our ability to successfully complete the development of our next generation products. Investing in research and development personnel, developing new products and enhancing existing products is expensive and time consuming, and there is no assurance that such activities will result in successful development of our products, significant new marketable products or enhancements to our products, design improvements, cost savings, revenues or other expected benefits. If we spend significant time and effort on research and development and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected.

Our proprietary solutions may not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business, financial condition and results of operations.

The development of proprietary technology is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we discover additional problems or design defects that prevent our proprietary solutions from operating properly. If our solutions do not function reliably, malfunction, or fail to achieve customer expectations in terms of performance, customers could assert liability claims against us or attempt to terminate their contracts with us. This could damage our reputation and impair our ability to attract or maintain customers.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the solution has been used by our members. Any real or perceived errors, failures, bugs or other vulnerabilities discovered in our solution could result in negative publicity and damage to our reputation. It could also result in loss of customers, loss of members, loss of or delay in market acceptance of our platform, loss of competitive position, loss of revenue or liability for damages, overpayments and/or underpayments, any of which could harm our enrollment rates. In such an event, we may be required or may choose to expend additional resources in order to help correct the problem. Such efforts could be costly, or ultimately unsuccessful. Even if we are successful at remediating issues, we may experience irreversible damage to our reputation and brand. There can be no assurance that provisions typically included in our agreements with customers that attempt to limit our exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if unsuccessful, a claim brought against us by any customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand.

If our products do not effectively interoperate with our customers’ existing and future infrastructures, installations could be delayed or cancelled, which would harm our business.

Our products must effectively interoperate with our customers’ existing or future IT or application infrastructures, which often have different specifications, utilize multiple protocol standards, deploy products from multiple vendors and contain multiple generations of products that have been added over time. If we find errors in the existing software or defects in the hardware used in our customers’ infrastructure or problematic network configurations or settings, we may have to modify our software so that our products will interoperate with our customers’ infrastructure and business processes. In addition, to stay competitive within certain markets, we may be required to make software modifications in future releases to comply with new statutory or regulatory requirements. Further, in order to move into new markets and serve new customers globally, we may be required to modify our existing software in order to comply with existing statutory or regulatory regimes that exist in those markets. These issues could result in additional time and expenditure to modify our offering, longer sales cycles for our products and order cancellations, all of which would adversely affect our business, financial condition and results of operations.

 

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Our relatively limited operating history makes it difficult to evaluate our current business and future prospects and increases the risk of your investment.

Our relatively limited operating history makes it difficult to evaluate our current business and prospects and plan for our future growth. All of our growth has occurred in recent years. Babylon Holdings was formed in 2013, in 2014 became the first large-scale provider to be registered with the Care Quality Commission (“CQC”), and in 2015 began providing clinical services through our virtual care platform offering diagnosis, advice and treatments via medical professionals to members on a remote basis. We first provided NHS services using the Babylon GP at Hand risk-based model in the United Kingdom in 2017, and we entered into our first value-based care agreements with health plans in the United States in 2020. As such, we have limited experience providing services and managing contracts centered around a value-based care model, especially in the United States.

We have encountered, and will continue to encounter, significant risks and uncertainties frequently experienced by new and growing companies in rapidly changing industries. These include determining appropriate investments of our limited resources, market adoption of our existing and future solutions, competition from other companies, acquiring and retaining customers, managing customer deployments, overseeing member enrollment, hiring, integrating, training and retaining skilled personnel, developing new solutions, determining prices for our solutions, unforeseen expenses, and challenges in forecasting accuracy. If we have difficulty launching new solutions or increasing member enrollment, our revenue and our ability to achieve and sustain profitability would be impaired. Additional risks include our ability to effectively manage growth and process, store, protect and use personal data in compliance with governmental regulation, contractual obligations and other legal obligations related to privacy and security globally. If our assumptions regarding these and other similar risks and uncertainties, which we use to plan our business, are incorrect or change as we gain more experience operating our business or due to changes in our industry, or if we do not address these challenges successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate and retain our personnel, we may not be able to grow effectively.

Our success depends in large part on our ability to attract and retain high-quality management in sales, services, engineering, marketing, operations, finance and support functions, especially in the London metropolitan area and in the United States, including in the Bay Area, where we recently expanded our operations. During the fiscal year ended December 31, 2020, we increased our global headcount to 2089 of all employment types (1678 employees globally). Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key executive officers and other employees and a discretionary bonus scheme for the general employee population. These measures may not be enough to attract and retain the personnel we require to operate our business effectively.

The technology industry generally experiences a significant rate of turnover of its workforce. There is a limited pool of individuals who have the skills and training needed to help us grow our company. As we continue to grow, we may be unable to continue to attract or retain the personnel we need to maintain our competitive position. In addition to hiring new employees, we must continue to focus on retaining our best talent. Competition for these resources, particularly for engineers, is intense. We may need to invest significant amounts of cash and equity to attract and retain new and existing employees and we may never realize returns on these investments. If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed. The loss of one or more of our key employees, and any failure to have in place and execute an effective succession plan for those key employees, could seriously harm our business. Employees may be more likely to leave us if the shares of our capital stock

 

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they own or the shares of our capital stock underlying their equity incentive awards have significantly reduced in value or the vested shares of our capital stock they own or vested shares of our capital stock underlying their equity incentive awards have significantly appreciated.

In addition, our future depends on the continued contributions of our senior management team and other key personnel, each of whom would be difficult to replace. In particular, Dr. Ali Parsadoust, our Founder and Chief Executive Officer, is critical to our future vision and strategic direction. We rely on our leadership team in the areas of operations, research and development, marketing, sales, and general and administrative functions. Although we have entered into employment agreements or offer letters with our key employees, these agreements have no specific duration and constitute at-will employment, and we do not maintain key person life insurance for some of our key employees. We are only entitled to one or three months’ prior notice if Dr. Ali Parsadoust or Charlie Steel, our Chief Financial Officer, respectively, intend to terminate their employment with us and two to four weeks’ prior notice if any of our other senior executives intend to terminate their respective employment with us. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fail to work together effectively and to execute our plans and strategies on a timely basis, our business, financial condition and results of operations could be harmed.

While we do include post-termination restrictions in our standard employment contracts and cross-train employees where possible to maintain operational knowledge and experience, if any of our senior management team or key employees joins a competitor or forms a competing company, we may lose customers, suppliers, know-how and staff members to them. In addition, if any of our sales executives or other sales personnel, who generally maintain close relationships with our customers, joins a competitor or forms a competing company, we may lose customers to that company, and our revenue may be materially adversely affected. Additionally, there could be unauthorized disclosure or use of our technical knowledge, business practices or procedures by such personnel. Any non-competition, non-solicitation or non-disclosure agreements we have with our senior executives or key employees might not provide effective protection to us in light of legal uncertainties associated with the enforceability of such agreements.

Our profitability and the cost of providing our services are affected by our utilization rates of our employees in our various locations. If we are not able to maintain appropriate utilization rates for our employees involved in the delivery of our services, our profit margin and our profitability may suffer. Our utilization rates are affected by a number of factors, including:

 

   

our ability to promptly transition our employees from completed projects to new assignments and to hire and integrate new employees;

 

   

our ability to forecast demand for our services and thereby maintain an appropriate number of employees in each of our delivery locations;

 

   

our ability to deploy employees with appropriate skills and seniority to projects;

 

   

our ability to manage the attrition of our employees; and

 

   

our need to devote time and resources to training, professional development and other activities that cannot be billed to our customers.

Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient employees to satisfy demand. Employee shortages could prevent us from completing our contractual commitments in a timely manner and cause us to lose contracts or customers. Further, to the extent that we lack sufficient employees with lower levels of seniority and daily or hourly rates, we may be required to deploy more senior employees with higher rates on projects without the ability to pass such higher rates along to our customers, which could adversely affect our profit margin and profitability.

 

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Our quarterly results may fluctuate significantly, which could adversely impact the value of our ordinary shares.

Our quarterly results of operations, including our revenue, net loss and cash flows, has varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our quarterly results may not fully reflect the underlying performance of our business and should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following:

 

   

the addition or loss of customers;

 

   

customer renewal rates and the timing and terms of customer renewals;

 

   

changes in our sales and implementation cycles, especially in the case of our large customers;

 

   

changes in our pricing or fee policies or those of our competitors;

 

   

the timing of recognition of revenue;

 

   

our ability to successfully expand our business, whether domestically or internationally, and to introduce new services and solutions;

 

   

the amount and timing of operating expenses, including those related to the maintenance and expansion of our business, operations and infrastructure, including upfront capital expenditures and other costs related to expanding in existing markets or entering new markets, as well as providing administrative and operational services to our physician owned entity partners;

 

   

network or service outages, internet disruptions, the availability of our platforms, security breaches or perceived security breaches;

 

   

our ability to effectively manage the size and composition of our network of healthcare professionals relative to the level of demand for services from our customers’ members and patients;

 

   

changes in our business strategies and pricing policies (or those of our competitors);

 

   

the timing and success of our entry into new markets or introductions of new or enhanced platforms or solutions by us or our competitors, including disruptive technology, or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, market participants or strategic alliances;;

 

   

new, or changes to existing, regulations that limit or affect our platforms, solutions and technologies or which increase our regulatory compliance costs, including with respect to privacy or data protection,;

 

   

the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or enforcement by government regulators, including fines, orders or consent decrees, or of future litigation;

 

   

general economic, political, social, industry and market conditions;

 

   

the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.

Most of our revenue in any given quarter is derived from contracts entered into with our customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales of and market demand for our solution, and potential changes in our rate of renewals or renewal terms, may not be fully reflected in our results of operations until future periods. Our licensing model also makes it difficult for us to rapidly increase our total revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable term of the contract. Accordingly, the effect of changes in the industry impacting our business or changes we experience in

 

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our new sales may not be reflected in our short-term results of operations. Any fluctuation in our quarterly results may not accurately reflect the underlying performance of our business and could cause a decline in the trading price of our ordinary shares.

Our business, financial condition and results of operations may be materially adversely affected by risks associated with our international operations.

We have employees located in the United States, United Kingdom, Singapore and Rwanda. Our platform is available in the United States, United Kingdom, Africa, 11 territories in Southeast Asia, Canada, and the Middle East. We may further expand our international operations in the future. We have invested significant resources in our international operations and expect to continue to do so in the future. An important part of targeting international markets is increasing our brand awareness and establishing relationships with customers internationally. However, there are certain risks inherent in doing business in international markets, particularly in the healthcare industry, which is heavily regulated in many jurisdictions. These risks include:

 

   

local economic, political and social conditions, including the possibility of economic slowdowns, hyperinflationary conditions, political instability, social unrest or outbreaks of pandemic or contagious diseases, such as Ebola, Zika, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu), the disease caused by the SARS-CoV-2 novel coronavirus (COVID-19), and Middle East Respiratory Syndrome (MERS);

 

   

multiple, conflicting and changing laws and regulations such as tax laws, privacy and data protection laws and regulations, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

 

   

obtaining regulatory approvals or clearances where required for the sale of our solution and services in various countries;

 

   

requirements to maintain data and the processing of that data on servers located within the United States or in other such countries we may operate in;

 

   

protecting and enforcing our intellectual property rights;

 

   

complexities associated with managing multiple payer reimbursement regimes, government payers;

 

   

competition from companies with significant market share in our market, with greater resources than we have and with a better understanding of user preferences;

 

   

financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the effect of local and regional financial pressures on demand and payment for our products and services and exposure to foreign currency exchange rate fluctuations;

 

   

the inability to manage and coordinate the various legal and regulatory requirements of multiple jurisdictions that are constantly evolving and subject to change;

 

   

actual or threatened trade war, including between the United States and China, or other governmental action related to tariffs, international trade agreements or trade policies;

 

   

currency exchange rate fluctuations, changes in currency policies or practices and restrictions on currency conversion;

 

   

limitations or restrictions on the repatriation or other transfer of funds;

 

   

the inability to enforce agreements, collect payments or seek recourse under or comply with differing commercial laws;

 

   

natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease, boycotts, curtailment of trade, and other market restrictions; and

 

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managing the potential conflicts between locally accepted business practices and our obligations to comply with laws and regulations, including anti-corruption and anti-money laundering laws and regulations.

Entry into certain transactions with foreign entities may be subject to government regulations, including review related to foreign direct investment by U.S. or foreign government entities. If a transaction with a foreign entity was subject to regulatory review, such regulatory review might limit our ability to enter into the desired strategic alliance and thus our ability to carry out our long-term business strategy.

Our overall success and ability to continue to expand our business depends, in part, on our ability to anticipate and effectively manage these risks and there can be no assurance that we will be able to do so without incurring unexpected or increased costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially adversely affected. In certain regions, the degree of these risks may be higher due to more volatile economic, political or social conditions, less developed and predictable legal and regulatory regimes and increased potential for various types of adverse governmental action. Our ability to continue to expand our business and to attract talented employees, customers and members in various international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business. Entering new international markets is expensive, our ability to successfully gain market acceptance or establish a robust customer base in any particular market is uncertain. Further, the potential distraction this could cause our senior management team could lead to other areas of our operations being neglected and harm our business, financial condition and results of operations.

Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and operating results.

In recent years, the United States, the United Kingdom and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain, including as a result of the COVID-19 pandemic. Economic uncertainty, political uncertainty, including as a result of the United Kingdom’s departure from the European Union, or Brexit, and the associated macroeconomic and employment conditions and national and local government responses thereto make it extremely difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our solution, which could delay and lengthen sales cycles. In connection with Brexit, changes to health legislation have been proposed. While we believe that many of the proposed changes are likely to have taken place regardless of Brexit, some changes, including to procurement law, may be impacted more widely than otherwise. Furthermore, during uncertain economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts or bad debts and our results of operations could be negatively impacted. In particular, legal, political and economic uncertainty surrounding Brexit may be a source of instability in international markets, create significant currency fluctuations, adversely affect our operations in the United Kingdom and pose additional risks to our business, revenue, financial conditions, and results of operations. Additionally, changes to health legislation are proposed and, while much of this is likely to have taken place regardless of Brexit, some changes, including to procurement law, may be impacted more widely than otherwise.

Furthermore, we have customers in a variety of different industries. A significant downturn in the economic activity attributable to any particular industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on healthcare matters. In addition, our customers may delay or cancel healthcare projects or seek to lower their costs by renegotiating vendor contracts. To the extent purchases of our solution are perceived by customers and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general healthcare spending. Also, competitors, especially those who have more significant resources or additional sector offerings

 

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than we do, may respond to challenging market conditions by lowering prices and attempting to lure away our customers.

In response to the COVID-19 pandemic, the United States Congress, CMS and other federal agencies with oversight of care delivery requirements made several changes in the manner in which Medicare will pay for telemedicine visits, many of which relax previous requirements, including site requirements for both the providers and members, telemedicine modality requirements and others. State laws and regulations applicable to telemedicine, particularly licensure requirements, also were relaxed in many jurisdictions as a result of the COVID-19 pandemic. These relaxed regulations have allowed us to continue operating our business and delivering care to our members predominantly through telemedicine modalities. Nearly all of the Federal measures will expire at the end of the Public Health Emergency declaration, which the Biden administration has indicated will last through the end of 2021. Many State law and regulatory changes have already expired while others have continued. It is unclear which, if any, of these changes will remain in place permanently and which will be rolled-back following the COVID-19 pandemic, although there have been a number of state law and regulatory changes over the past year that clarify requirements or remove impediments. If regulations change to restrict our ability to or prohibit us from delivering care or receiving reimbursement for care delivered through telemedicine modalities, our financial condition and results of operations may be adversely affected. In England, reports of pressures in primary services are starting to emerge following the COVID-19 pandemic. Following a period of cessation of some services in the NHS and a restart, there is likely to be additional demand for NHS services caused by delayed appointments, delayed presentations, investigations. This could result in an increased demand for U.K. non-NHS services, which could result in Babylon GP at Hand experiencing cost pressures.

We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition and results of operations could be materially adversely affected.

Failure to adequately expand our direct sales force will impede our growth.

We believe that our future growth will depend on the continued development of our direct sales force and its ability to obtain new customers and to manage our existing customer base. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. It can take some time from their initial date of hire before a new sales representative is fully trained and productive. Additionally, if we cannot retain members of our direct sales force then this will impact our business adversely, given we will lose trained members and have to spend a corresponding amount of time on hiring and training replacements, Our business may be adversely affected if our efforts to expand and train our direct sales force do not generate a corresponding increase in revenue. In particular, if we are unable to hire, develop and retain sufficient numbers of productive direct sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, sales of our services will suffer and our growth will be impeded.

We may make investments into or acquire other companies or technologies, which could divert our management’s attention, result in dilution to our shareholders, and otherwise disrupt our operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could have an adverse effect on our business, financial condition and results of operations.

We made investments in DayToDay Health in 2019 and Higi in 2020, and our affiliates acquired the assets of First Choice Medical Group in 2020 and the entire issued share capital of the Meritage Medical Network. In the future, we may seek to acquire or invest in businesses, applications, services, or technologies that we believe could complement or expand our existing and future offerings, enhance our technical capabilities, or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not

 

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they are consummated. In addition, we have limited experience in acquiring other businesses and may have difficulty integrating acquired businesses or assets, or otherwise realizing any of the anticipated benefits of acquisitions. If we acquire additional businesses, we may not be able to integrate the acquired operations and technologies successfully, or effectively manage the combined business following the acquisition. Integration may prove to be difficult due to the necessity of integrating personnel with disparate business backgrounds, different geographical locations and who may be accustomed to different corporate cultures.

We also may not achieve the anticipated benefits from any acquired business due to a number of factors, including:

 

   

inability to integrate or benefit from acquired technologies or services in a profitable manner;

 

   

unanticipated costs or liabilities, including legal liabilities, associated with the acquisition;

 

   

difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

 

   

difficulty converting the customers of the acquired business into our current and future offerings and contract terms, including disparities in the revenue model of the acquired company;

 

   

diversion of management’s attention or resources from other business concerns;

 

   

adverse effects on our existing business relationships with customers, members, or strategic partners as a result of the acquisition;

 

   

complexities associated with managing the geographic separation of the combined businesses and consolidating multiple physical locations;

 

   

the potential loss of key employees;

 

   

acquisition targets not having as robust internal controls over financial reporting as would be expected of a public company;

 

   

us becoming subject to new regulations as a result of an acquisition, including if we acquire a business serving customers in a regulated industry or acquire a business with customers or operations in a country in which we do not already operate;

 

   

possible cash flow interruption or loss of revenue as a result of transitional matters; and

 

   

use of substantial portions of our available cash to consummate the acquisition.

We may issue equity securities or incur indebtedness to pay for any such acquisition or investment, which could adversely affect our business, financial condition or results of operations. Any such issuances of additional capital stock may cause shareholders to experience significant dilution of their ownership interests and the per share value of our ordinary shares to decline. In addition, a significant portion of the purchase price of any companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could adversely affect our results of operations.

We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third-parties that may not result in the development of commercially viable solutions or the generation of significant future revenues.

In the ordinary course of our business, we may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, partnerships or other arrangements to provide our services develop products and to pursue new markets. Proposing, negotiating and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships may be a lengthy and complex process. Other companies, including

 

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those with substantially greater financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we may also not realize the anticipated benefits of any such transaction or arrangement. In particular, these collaborations may not result in the development of products or services that achieve commercial success or result in significant revenues and could be terminated prior to developing any products. Additionally, while as a matter of good practice, we prioritize commercially appropriate ownership and licensing of intellectual property rights, contractual negotiations may result in us not owning, or jointly owning with a third party, the intellectual property rights in products and other works developed under our collaborations, joint ventures, strategic alliances or partnerships.

Additionally, we may not be in a position to exercise sole decision making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and our future collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with any future collaborators, they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we may have limited control over the amount and timing of resources that any future collaborators devote to our or their future products. Disputes between us and our collaborators may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Further, these transactions and arrangements will be contractual in nature and will generally be terminable under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products or services resulting from such transaction or arrangement or may need to purchase such rights at a premium. Additionally, as would be standard for collaborations of such nature, we may have indemnity obligations in respect of, amongst other things, intellectual property and data privacy obligations, which, if triggered, could adversely affect our business, financial condition or results of operations.

We are currently party to, and may enter into future, in-bound intellectual property license agreements. We may not be able to fully protect the intellectual property licensed to us or maintain those licenses. Our licensors may retain the right to prosecute, enforce and defend the intellectual property rights licensed to us, in which case we would depend on the ability of our licensors to obtain, maintain and enforce intellectual property protection for the licensed intellectual property. These licensors may determine not to enforce the licensed intellectual property against other companies or may pursue such litigation less aggressively than we would. In addition, such licenses may only provide us with non-exclusive rights, which could allow other third parties, including our competitors, to utilize the licensed intellectual property rights. Further, our in-bound license agreements may impose various diligence, commercialization, payment or other obligations on us. Our licensors may allege that we have breached our license agreement with them, and accordingly seek to terminate our license, which could adversely affect our freedom to operation or our competitive business position and harm our business prospects.

Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.

We use open source software in connection with our existing and future offerings. Some of these licenses may contain requirements that we make available source code for modifications or derivative works we create based upon the open source software, and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third-parties certain rights of further use. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software and to make our proprietary software available under open source licenses, if we combine and/or distribute our proprietary software with open source software in certain manners. Although we have a policy on how open

 

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source software may be used in our offering, and we monitor our use of open source software, we cannot be sure that all open source software is reviewed prior to use in our proprietary software, that our programmers have not incorporated into our proprietary software open source software subject to such unfavorable license terms, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts. There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our existing and future offerings to our customers and members. In addition, the terms of open source software licenses may require us to provide software that we develop using such open source software, to others, including our competitors, on unfavorable license terms. As a result of our current or future use of open source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for breach of contract, re-engineer our technology, discontinue sales in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts, any of which could harm our business.

Our business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches and incidents, and terrorism.

Our systems are vulnerable to damage or interruption from the occurrence of any catastrophic event, including earthquake, fire, flood, tsunami, or other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack, or incident of mass violence, which could result in lengthy interruptions in access to our platform. Acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, access to our platform could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solution to our customers and members would be impaired or we could lose critical data. If we are unable to successfully execute on our disaster recovery and business continuity plans in the event of a disaster or emergency, our business, financial condition, and results of operations would be harmed.

We have implemented a business continuity and disaster recovery program designed to effectively manage business interruption and continually evolving. Specifically, our architecture is designed in availability zones to enable continuity when one or more zones is disrupted by moving traffic in the event of a problem, and the ability to recover in a short period of time. However, should our disaster recovery program fail to effectively support the movement of traffic in a timely or complete manner in the event of a catastrophe, our business and results of operations may be harmed.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, financial condition and results of operations that may result from interruptions in access to our platform as a result of system failures.

A pandemic, epidemic or outbreak of an infectious disease in the United States, the United Kingdom or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect our business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States, the United Kingdom or worldwide, our business may be adversely affected. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. As of the date of this proxy statement/prospectus, the extent to which the COVID-19 pandemic may impact our business, results of operations and financial condition remains uncertain. Furthermore, because of our business model, the full impact of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods.

Adverse market conditions resulting from the spread of COVID-19 could materially adversely affect our business and the value of our ordinary shares. Numerous state and local jurisdictions, including all markets where

 

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we operate, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in largely remote operations at our headquarters and centers, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation of events and have restricted the ability of our front-line outreach teams to host and attend community events, among other effects, thereby significantly and negatively impacting our operations. Other disruptions or potential disruptions include restrictions on the ability of our personnel to travel; inability of our suppliers to manufacture goods and to deliver these to us on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitations on employee resources that would otherwise be focused on the operations of our business, including because of sickness of employees or their families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain third parties; and additional government requirements or other incremental mitigation efforts. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. In addition, the COVID-19 virus disproportionately impacts older adults, which describes many of our members.

It is not currently possible to reliably project the direct impact of COVID-19 on our operating revenues and expenses. Key factors include the duration and extent of the outbreak in our service areas as well as societal and governmental responses. Members may continue to be reluctant to seek necessary care given the risks of the COVID-19 pandemic. This could have the effect of deterring healthcare costs that we will need to incur to later periods and may also affect the health of members who defer treatment, which may cause our costs to increase in the future. Further, as a result of the COVID-19 pandemic, we may experience slowed growth or a decline in new member demand. We also may experience increased internal and third-party medical costs as we provide care for members suffering from COVID-19. This increase in costs may be significant given the number of our members who are under capitation agreements. There is also a risk that, as restrictions stemming from the COVID-19 pandemic are rolled back, our medical expenses may increase in the near-to-medium term as individuals who may have delayed getting routine medical treatment during the COVID-19 pandemic begin making appointments to do so. Further, we may face increased competition due to changes to our competitors’ products and services, including modifications to their terms, conditions, and pricing that could materially adversely impact our business, results of operations, and overall financial condition in future periods.

During 2020, we temporarily closed all of our corporate offices, and enabled our entire corporate work force to work remotely, the majority of which still does. We also made operational changes to the staffing and operations of our centers to minimize potential exposure to COVID-19. We have also implemented travel restrictions for non-essential business. If the COVID-19 pandemic worsens, especially in regions where we have offices or centers, our business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. We may take further actions that alter our business operations as may be required by any global authorities where we operate or that we determine are in the best interests of our employees. Such measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm our financial condition and business operations.

Due to the COVID-19 pandemic, we may not be able to document the health conditions of our members as completely as we have in the past. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual member. Payers with higher acuity members receive more, and those with lower acuity members receive less. Medicare requires that a member’s health issues be documented annually regardless of the permanence of the underlying causes. Historically, this documentation was required to be completed during an in-person visit with a member. As part of the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, Medicare is allowing documentation for conditions identified during

 

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video visits with members. However, given the disruption caused by COVID-19, it is unclear whether we will be able to document the health conditions of our members as comprehensively as we did in prior years, which may adversely impact our revenue in future periods.

Also, under the CARES Act, the U.S. Department of Health and Human Services distributed Medicare Grants to healthcare providers to offset the impacts of the COVID-19 pandemic related expenses and lost revenues, also known as the Provider Relief Funds. Grants received are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to the COVID-19 pandemic and will reimburse only for health care related expenses or lost revenues that are attributable to the COVID-19 pandemic. Recipients are not required to repay these funds, provided that they attest to and comply with certain terms and conditions, including not using the funds to reimburse expenses or losses that other sources are obligated to reimburse. We will continue to monitor our compliance with the terms and conditions of the Provider Relief Funds, including demonstrating that the distributions received have been used for healthcare-related expenses or lost revenue attributable to the COVID-19 pandemic. If we are unable to attest to or comply with current or future terms and conditions our ability to retain some or all of the distributions received may be impacted.

The COVID-19 pandemic could also cause our third-party data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services, or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business. Further, the COVID-19 pandemic has resulted in our employees and those of many of our vendors working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, our employees’, and our customers’ and vendors’ employees’, access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions to services or goods provided by or to some of our suppliers and vendors upon which our platform and business operations relies, could interrupt our ability to provide our platform, decrease the productivity of our workforce, and significantly harm our business operations, financial condition, and results of operations.

Our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these unauthorized attempts could substantially impact our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities.

The extent and continued impact of the COVID-19 pandemic on our business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on our customers and our sales cycles; the impact on customer, industry, or employee events; and the effect on our partners and supply chains, all of which are uncertain and cannot be predicted. Because of our business model, the full impact of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyber-attacks and security vulnerabilities, interruptions or delays due to third-parties, or our ability to raise additional capital or generate sufficient cash flows necessary to expand our operations.

 

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Foreign currency exchange rate fluctuations and restrictions on the repatriation of cash could adversely affect our results of operations, financial position and cash flows.

Our business is exposed to fluctuations in exchange rat