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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): October 21, 2021
ALKURI GLOBAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-40011
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85-4768339
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4235 Hillsboro Pike, Suite 300
Nashville, TN 37215
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (615) 632-0303
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one fourth of one redeemable warrant
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KURIU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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KURI
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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KURIW
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The Nasdaq Stock Market LLC
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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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
Emerging growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory Note.
As previously disclosed, on
June 3, 2021, Alkuri Global Acquisition Corp. (“Alkuri” or the “Company”) entered into a Merger
Agreement (the “Merger Agreement”), by and among Alkuri, Babylon Holdings Ltd., a company organized under the laws
of the Bailiwick of Jersey with registered number 115471 (“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 (the “Founder”).
On
October 20, 2021, the Company held a special meeting (the “Special Meeting”) and Alkuri’s stockholders approved
the proposal to approve the Business Combination (defined below) and the related agreements and transactions. Redemptions of 30,857,347
shares of Alkuri common stock were made in connection with the Special Meeting.
On October 21, 2021 (the “Closing
Date”), as contemplated by the Merger Agreement, Merger Sub merged with and into Alkuri, with Alkuri continuing as the surviving
corporation (the “Surviving Company”) and a wholly owned subsidiary of Babylon (the “Business Combination”
and together with the other transactions contemplated by the Merger Agreement, the “Transactions”). Pursuant to the
Merger Agreement, each share of Alkuri common stock (including the Alkuri common stock held by the Sponsor but excluding shares held in
treasury by Alkuri) was automatically converted into the right to receive one Class A Ordinary Share of Babylon (the “Babylon
Class A Shares”) and each outstanding Alkuri warrant was assumed by Babylon and automatically converted into a Babylon warrant
(“Babylon Warrant”).
Additionally, on the Closing
Date, existing shareholders of Babylon completed the sale of an aggregate of 23,000,000 Babylon Class A Shares to certain accredited investors
(“PIPE Investors”), at a price per share of $10.00, for gross proceeds to such sellers of approximately $230 million
(the “PIPE Investment”), pursuant to a series of subscription agreements (the “Subscription Agreements”)
previously entered into between the PIPE Investors and Babylon. Entities affiliated with the Sponsor purchased 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
purchased 200,000 Babylon Class A Shares pursuant to a Subscription Agreement on substantially the same terms and conditions as the other
PIPE Investors. Per Brilioth, a member of Babylon’s board of directors, VNV (Cyprus) Limited, a holder of greater than 5% of Babylon’s
share capital, Georgi Ganev, a member of Babylon’s board of directors, and Invik S.A., a holder of greater than 5% of Babylon’s
share capital, each purchased 500,000 Babylon Class A Shares pursuant to Subscription Agreements on substantially the same terms and conditions
as the other PIPE Investors.
On the Closing Date and immediately
prior to the consummation of the Transactions and the PIPE Investment, Babylon effected a reclassification (the “Reclassification”)
whereby (i) each outstanding share of Babylon that was issued and outstanding immediately prior to the filing of the certificate of merger
between Merger Sub and Alkuri (the “Effective Time”) was reclassified into Class A ordinary shares (“Pubco
Class A Shares”), other than the existing Babylon Class A Shares, which were reclassified as Class B ordinary shares (“Pubco
Class B Shares,” and together with the Pubco Class A Shares, the “Pubco Shares”)) and (ii) Babylon adopted
its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”),
and (iii) any outstanding stock options of Babylon issued and outstanding immediately prior to the Effective Time were adjusted to give
effect to the foregoing transactions and remain outstanding.
Following the Reclassification,
(a) immediately prior to the Business Combination, each Class B ordinary share of Babylon was cancelled automatically and converted
into one Pubco Class A Share and (b) after giving effect to the foregoing and in connection with the Business Combination, each share
of Class A common stock of Alkuri issued and outstanding was converted automatically into one Pubco Class A Share.
The Pubco Class A Shares and
the Babylon Warrants will begin trading on the New York Stock Exchange under the symbol “BNLN” and “BBLN.W,” respectively,
on October 22, 2021.
The
description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified
in its entirety by the text of the Merger Agreement, which was filed as Exhibit 2.1 to Alkuri’s Current Report on Form 8-K filed
on June 4, 2021, and is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation
of the Business Combination, Alkuri terminated in accordance with its terms that certain Investment Management Trust Agreement, between
Alkuri and Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental invested
the proceeds of Alkuri’s initial public offering in a trust account.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth
in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation
of the Business Combination, on the Closing Date, Alkuri notified The Nasdaq Stock Exchange LLC (“Nasdaq”) that the
Business Combination had become effective and that Alkuri’s outstanding securities had been converted into Pubco Shares and Babylon
Warrants. Alkuri requested that Nasdaq delist Alkuri’s Class A common stock, redeemable warrants, and units and, as a result,
trading of Alkuri’s Class A common stock, redeemable warrants, and units on Nasdaq was suspended at 4:00 p.m. on October 21,
2021. On October 22, 2021, Alkuri filed a notification of removal from listing and registration on Form 25, thereby commencing the process
of delisting Alkuri’s Class A common stock, redeemable warrants and units from Nasdaq and deregistering the securities under
Section 12(b) of the Securities Exchange Act of 1934, as amended.
Item 3.03. Material Modification to Rights
of Security Holders.
The information set forth
in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated
by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation
of the Business Combination, a change in control of Alkuri occurred. Following the consummation of the Business Combination, Alkuri became
a wholly owned subsidiary of Babylon.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Merger Agreement,
and effective as of the Closing Date, each of Alkuri’s officers and directors resigned as a member of Alkuri’s board of directors
and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Alkuri
and the officers and directors on any matter relating to Alkuri’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
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*
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Certain of the exhibits and schedules to this exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). Alkuri agrees to furnish supplementally a copy of all omitted exhibits and
schedules to the SEC upon its request.
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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.
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ALKURI GLOBAL ACQUISITION CORP.
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By:
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/s/ Rich Williams
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Name:
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Rich Williams
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Title:
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Chief Executive Officer
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Date: October 22, 2021
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