UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01. Other Events.
On October 5, 2021, Alkuri Global Acquisition Corp. (the “Company”) issued a press release announcing that the Company has called a special meeting of its stockholders (the “Special Meeting”) for October 20, 2021 to approve the previously announced business combination (the “Business Combination”) with Babylon Holdings Ltd. (“Babylon”). Notice of the Special Meeting was mailed on September 30, 2021 to stockholders of record as of the close of business on September 14, 2021 (the “Record Date”). Due to concerns about the coronavirus (COVID-19), the Company will hold the Special Meeting solely by means of remote communication or provide for the ability of stockholders to attend the Special Meeting by means of remote communication. In that event, the Company will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on our website at www.arkglobal.com and filed with the U.S. Securities and Exchange Commission (the “SEC”) as supplemental proxy material. In connection with the Special Meeting, the Company’s stockholders that wish to exercise their redemption rights must do so no later than 5:00 p.m. Eastern Time on October 18, 2021 by following the procedures specified in the definitive proxy statement/prospectus for the Special Meeting, when available.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information About the Business Combination
In connection with the proposed Business Combination, Babylon filed a registration statement, as amended, on Form F-4 (File No. 333-257694) (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus, and certain other related documents, which is both a proxy statement to be distributed to holders of shares of the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Babylon to be issued in the Business Combination. The Registration Statement was declared effective by the SEC on September 30, 2021. The Company filed a definitive proxy statement/prospectus regarding the Business Combination with the SEC on September 30, 2021. The Company’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus included in the Registration Statement, as these materials contain important information about the parties to the Business Combination Agreement, the Company and the Business Combination. The Company mailed the definitive proxy statement/prospectus and other relevant documents to its stockholders of record as of September 14, 2021. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Alkuri Global Acquisition Corp., 425 Hillsboro Pike, Suite 300, Nashville, TN 37215, Attention: Corporate Secretary, (615) 632-0303.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement, and is available free of charge from the sources indicated above.
Babylon and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination.
Information Concerning Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by representatives of Babylon and the Company and their respective affiliates, from time to time may contain, a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this Current Report on Form 8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning Babylon’s or the Company’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, Babylon’s and the Company’s expectations with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns for stockholder, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business Combination, and the timing of the transaction.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Babylon’s or the Company’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (b) the inability to complete the proposed Business Combination due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (c) the ability to meet New York Stock Exchange listing standards following the consummation of the proposed Business Combination; (d) the failure of investors in the PIPE to fund their commitments upon the closing of the proposed Business Combination; (e) the risk that the proposed Business Combination disrupts current plans and operations of Babylon or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed Business Combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the SEC’s recently released statement on accounting and reporting considerations for warrants in SPACs) which could result in the need for the Company to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of the Company’s securities and the attractiveness of the Business Combination to investors; (i) the possibility that Babylon may be adversely affected by other economic, business and/or competitive factors; and (j) other risks and uncertainties to be identified in the registration/proxy statement relating to the Business Combination, and in other documents filed or to be filed with the SEC by the Company and Babylon and available at the SEC’s website at www.sec.gov.
Babylon and the Company caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor Babylon undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release.
Disclaimer
This report shall not constitute a solicitation of a proxy, consent or authorization with respect to any vote in any jurisdiction in respect of the business combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALKURI GLOBAL ACQUISITION CORP. | |||
| By: | /s/ Rich Williams | ||
| Name: | Rich Williams | ||
| Title: | Chief Executive Officer | ||
| Date: October 6, 2021 | |||
Exhibit 99.1
Alkuri Global Acquisition Corp. Announces Filing of Definitive Proxy Statement and October 20, 2021 Stockholder Meeting to Vote on Business Combination with Babylon
| ● | Special meeting of Alkuri stockholders to be held virtually on October 20, 2021 at 9:00 AM, Eastern Time |
| ● | Business combination with Babylon expected to close on or about October 21, 2021, subject to stockholder approval, after which Babylon will be listed on the New York Stock Exchange under the symbol BBLN |
| ● | The Alkuri Board of Directors recommends that stockholders vote "FOR" all the proposals at the stockholder meeting |
NASHVILLE, TN & LONDON, UK -- Alkuri Global Acquisition Corp. (NASDAQ: KURI, KURIU and KURIW) (“Alkuri”), a special purpose acquisition company, has filed its definitive proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) and established September 30, 2021, as the record date in connection with the previously announced proposed business combination with Babylon Holdings Ltd (“Babylon”), a world leader in digital-first healthcare.
“We’re incredibly proud to deliver the opportunity for Alkuri’s shareholders to support the fastest growing digital healthcare company we’ve seen -- public or private,” said Rich Williams, CEO of Alkuri. “In the first half of this year, Babylon grew its revenues by 472% while improving margins and continuing to deliver world-class healthcare by realigning the focus and incentives of care on comprehensive, long-term health and well-being. With the support and commitment of Babylon’s existing shareholders, we are bringing this transaction to our investors at a price that is a clear discount to its peers in our view, despite the fact that Babylon is growing as much as 10 times faster than others in digital healthcare. We believe this creates an incredibly attractive entry point for a category-defining business in a $10 trillion global sector.”
“Babylon’s mission is to make quality healthcare accessible and affordable for every person on Earth,” said Ali Parsa, Babylon’s Founder and CEO. “The extraordinary growth of our company, including the 472% revenue growth we recently announced for the first half of 2021, shows that many partners and clients share our vision to transform the current models of healthcare delivery. The members we serve have shown time and time again that regardless of whether someone is rich or poor, or whether they live in central London, rural United States or a developing country like Rwanda, they all desire smarter, better healthcare. So in Babylon we are working to re-engineer virtually every touch point through the healthcare continuum to deliver a better and more scalable value proposition to all. The Alkuri team have been great partners in this process and we look forward to working alongside them and our new stockholders to realize our mission and deliver another chapter of strong returns.”
Stockholders may vote their shares here.
The definitive proxy statement contains important information about the proposed business combination contemplated by the Agreement and Plan of Merger, dated as of June 3, 2021, by and between Alkuri, Liberty USA Merger Sub, Inc. and Babylon. The proxy statement/prospectus is available at www.sec.gov.
Alkuri has engaged Morrow Sodali LLC ("Morrow Sodali") as its proxy solicitor in connection with the Special Meeting. Stockholders who need additional copies of proxy materials, to obtain proxy cards or have questions regarding the proposals to be presented at the Special Meeting may contact Morrow Sodali, toll-free at (800) 662-5200 (individuals) or (203) 658-9400 (banks and brokers) or send an email to KURI.info@investor.morrowsodali.com. To obtain timely delivery of documents, stockholders must request them no later than October 13, 2021.
A special meeting of Alkuri’s stockholders to approve the business combination will be held virtually on October 20, 2021 at 9:00 AM, Eastern Time and can be accessed by visiting https://www.cstproxy.com/alkuriglobal/2021. Alkuri recommends that you join at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. All stockholders of Alkuri are strongly encouraged to read the definitive proxy statement/prospectus carefully and in its entirety before voting, and to vote as soon as possible in advance of the special meeting.
Alkuri recommends all stockholders vote "FOR" all proposals in advance of the Meeting by telephone, via the Internet or by signing, dating and returning the proxy card upon receipt by following the easy instructions on the proxy card.
Your Vote FOR ALL Proposals Is Important, No Matter How Many or How Few Shares You Own.
The business combination is expected to close on or about October 21, 2021, subject to Alkuri stockholder approval and the satisfaction of certain closing conditions. Following the completion of the business combination, Babylon expects to be listed on the New York Stock Exchange under the symbol “BBLN.”
About Alkuri Global Acquisition Corp.
Alkuri Global Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. While Alkuri Global Acquisition Corp. may pursue a business combination in any industry, the company intends to favor next-generation technology businesses led by visionary founders and teams leveraging data and artificial intelligence in the areas of Consumer Internet and Marketplaces, Healthtech, Fintech and Mobility.
About Babylon
Babylon is a world leading, digital-first, value-based care company whose mission is to make high-quality healthcare accessible and affordable for everyone on Earth.
Babylon is re-engineering healthcare, shifting the focus from sick care to preventative healthcare so that patients experience better health, and reduced costs. This is achieved by leveraging a highly scalable, digital-first platform combined with high quality, virtual clinical operations to provide integrated, personalized healthcare. We endeavor to support patients’ health needs, all from their devices, with the aim to promote longer and healthier lives. When sick, Babylon provides assistance to navigate the health system, connecting patients digitally to the right clinician 24/7, at no additional cost.
Founded in 2013, we have since delivered millions of clinical consultations and AI interactions, with c.2m clinical consultations and c.3.9m AI interactions in 2020 alone. We work with governments, health providers and insurers across the globe, and support healthcare facilities from small local practices to large hospitals. For more information, please visit www.babylonhealth.com/us
This press release may contain forward looking statements. For information about forward looking statements, please click here.
To read the full proxy statement, please click here.
This press release relates to a proposed transaction between Alkuri and Babylon. This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Babylon, the combined company or Alkuri, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Babylon has filed a registration statement on Form S-4 (Registration No. 333-256133) with the SEC, which includes a document that serves as a prospectus and proxy statement of Alkuri, referred to as a proxy statement/prospectus. The definitive proxy statement/prospectus was filed with the SEC on September 20, 2021 and will be sent to all Alkuri stockholders as of September 14, 2021 (the record date for voting on the proposed transaction). Before making any voting decision, investors and security holders of Alkuri are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed with the SEC in connection with the proposed transaction because they contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed with the SEC by Alkuri through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
Alkuri and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Alkuri’s stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of Alkuri and information regarding their interests in the business combination is set forth in Babylon’s registration statement on Form F-4 (Registration No. 333-257694) filed with the SEC. Additional information regarding the interests of such persons and other persons who may be deemed participants in the solicitation is contained in the registration statement and the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” with respect to the proposed transaction between Babylon and Alkuri include statements regarding the benefits of the transaction, the clear path to positive adjusted EBITDA, Babylon’s ability to continue self-funding its growth into the future, the amount of cash the transaction will provide Babylon, the anticipated timing of the transaction and the products and markets of Babylon. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Alkuri’s securities, (ii) the risk that the transaction may not be completed by Alkuri’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Alkuri, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of Alkuri, the satisfaction of the minimum amount in the trust account following redemptions by Alkuri’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE investment, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Babylon’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Babylon and potential difficulties in Babylon employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Babylon or against Alkuri related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of Alkuri’s securities on a national securities exchange, (xi) the price of Alkuri’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Alkuri plans to operate or Babylon operates, variations in operating performance across competitors, changes in laws and regulations affecting Alkuri’s or Babylon’s business, Babylon’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xii) changes in general economic conditions, including as a result of the COVID-19 pandemic, and (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the registration statement on Form S-4 discussed above, the proxy statement/prospectus and other documents filed or that may be filed by Alkuri from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Babylon and Alkuri assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Babylon nor Alkuri gives any assurance that either Babylon or Alkuri, or the combined company, will achieve its expectations.