Item 3.02 Unregistered Sales of Equity Securities.

On March 15, 2023, Babylon Holdings Limited ("Babylon" or the "Company") entered into subscription agreements (the "Subscription Agreements") with certain affiliates of, or funds managed and/or advised by, AlbaCore Capital LLP (the "AlbaCore Investors"), for the private placement of 534,911 of the Company's Class A ordinary shares, par value $0.001056433113 per share (the "Class A Ordinary Shares", and such transaction, the "Private Placement"), as consideration for the previously disclosed agreement by the AlbaCore Investors to provide secured debt financing to the Company in the form of a bridge facility for an aggregate principal amount of up to $34,500,000, to be funded in three tranches (the "Bridge Facility"). The Bridge Facility is governed by a bridge loan notes facility agreement, dated as of March 9, 2023 (the "Bridge Facility Agreement"), by and among the Company, as borrower, Babylon Healthcare Inc., Babylon Partners Ltd. and Babylon Inc., as subsidiary guarantors, and Babylon Group Holdings Limited, as parent guarantor. The Bridge Facility is subject to an original issue discount (calculated on the basis of an aggregate principal amount of $30,000,000).

The Private Placement is expected to close on the first business day that is three business days immediately following the date on which The New York Stock Exchange approves the Company's supplemental listing application for the Class A Ordinary Shares to be issued in the Private Placement. The closing of the Private Placement is subject to customary closing conditions. Under the terms of the Subscription Agreements, Babylon is required to file a registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") registering the resale of the Class A Ordinary Shares issued under the Subscription Agreements not more than 20 business days after the filing of the Company's Annual Report on Form 10-K with the SEC, which filing occurred on March 16, 2022.

The Class A Ordinary Shares issued in the Private Placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act. The disclosure contained in this Current Report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company.

--------------------------------------------------------------------------------

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits:

Exhibit No.             Description
  10.1                    Form of Subscription Agreement, dated March 15, 2023
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses