UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~May~~June 1923, 2023

Date of Report (date of earliest event reported)

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Babylon Holdings Limited

(Exact name of registrant as specified in its charter)

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Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation)	001-40952 (Commission File Number)	98-1638964 (IRS Employer Identification No.)
2500 Bee Cave Road Building 1 - Suite 400 Austin, TX		78746
(Address of principal executive offices)		(Zip Code)
(512) 967-3787
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

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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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.001056433113 per share	BBLN	New York Stock Exchange

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 ☒

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. ☐

Item 58.~~02 Departure~~01 ofOther ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~(b)~~ On ~~May~~June 2423, 2023, ~~Per~~Babylon ~~Brilioth~~Holdings Limited (the “Company”) and ~~Georgi~~MindMaze ~~Ganev~~Group ~~notified~~SA (“MindMaze”) issued a joint press release announcing the ~~board~~updates ofdescribed ~~directors~~below (on the ~~"Board")~~previously ofannounced ~~Babylon~~potential ~~Holdings~~recapitalization ~~Limited~~transaction (of the "Company") ofdisclosed ~~their~~in ~~respective~~the ~~resignations~~Company's asCurrent ~~directors,~~Report ~~effective~~on ~~immediately.~~Form ~~The~~8-K ~~respective~~filed ~~decisions~~with ofthe ~~Messrs.~~Securities ~~Brilioth~~ and ~~Ganev~~Exchange ~~were~~Commission ~~not~~on ~~the~~May ~~result~~10, of2023 ~~any~~(the ~~dispute~~“Take orPrivate ~~disagreement~~Proposal”). ~~with~~A copy of the ~~Company~~joint onpress ~~any~~release ~~matter~~is ~~relating~~furnished as Exhibit 99.1 to ~~the~~this ~~Company’s~~Current ~~operations,~~Report ~~policies~~on orForm ~~practices~~8-K.

~~(d) On~~The ~~May~~Company ~~19,~~has ~~2023,~~received ~~the~~a ~~Board~~proposal ~~appointed~~from ~~Aidan~~AlbaCore deCapital ~~Brunner~~LLP toon ~~the~~behalf ~~Board~~of ~~and~~certain ~~the~~of ~~Audit,~~its ~~Nominating~~affiliates ~~and~~(“AlbaCore”) ~~Corporate Governance, Remuneration,~~ and ~~Strategic~~MindMaze ~~Committees~~pursuant ofto ~~the~~which ~~Board,~~core ~~effective~~operating assubsidiaries of ~~May~~the ~~19,~~Company ~~2023.~~would ~~The~~be ~~Board~~transferred ~~has~~to ~~determined~~MindMaze ~~that Mr. de Brunner is independent under~~ (the ~~standards~~“Proposed ofTransaction”), ~~the Securities~~ and ~~Exchange Commission (~~the ~~"SEC")~~Company ~~and~~has selected the ~~New~~Take ~~York~~Private ~~Stock Exchange~~Proposal, ~~and~~together ~~meets~~with the ~~additional~~Proposed ~~standards~~Transaction, ~~applicable~~from ~~to members of~~ the ~~Audit~~options ~~Committee~~considered.

~~Mr.~~The deProposed ~~Brunner~~Transaction ~~was~~provides ~~nominated~~for bya ~~the~~new ~~Majority~~capital ~~Bridge~~structure ~~Noteholders~~and ~~(as~~a ~~defined~~reduction ~~below)~~of ~~pursuant~~pro toforma ~~the~~company ~~bridge loan notes facility agreement~~debt, ~~dated March 9, 2023, among the Company, as borrower, Babylon Healthcare Inc., Babylon Partners Ltd., Babylon Inc.,~~ and ~~Babylon~~is ~~Group~~expected ~~Holdings~~to ~~Limited,~~include asimmediate ~~guarantors,~~material ~~and~~funding ~~Kroll~~for ~~Trustee~~current ~~Services~~business ~~Limited,~~operations as ~~trustee~~well ~~and security agent,~~ as ~~amended~~a ~~and~~commitment ~~restated~~to byfund the ~~amendment~~combined ~~and~~business ~~restatement~~of ~~agreement,~~MindMaze ~~dated May 10, 2023 (as so amended~~ and ~~restated,~~ the ~~"Amended Bridge Facility Agreement")~~Company. ~~The~~ ~~Amended~~Completion ~~Bridge Facility Agreement gives certain affiliates~~ of, ~~or funds managed and/or advised by, AlbaCore Capital LLP (~~the ~~"Majority~~Proposed ~~Bridge~~Transaction ~~Noteholders,"~~will asbe ~~further~~subject ~~defined in the Amended Bridge Facility Agreement) the right~~ to ~~nominate~~agreed ~~two non-executive~~documentation, ~~independent~~various ~~directors~~conditions ~~for~~and ~~appointment~~appropriate toregulatory ~~the~~approvals, ~~Board~~if ~~(the "Bridge Noteholder-selected Independent Directors")~~required. ~~Mr.~~The ~~Eugene~~Proposed I.Transaction ~~Davis,~~is ~~who~~expected ~~was appointed~~ to ~~the~~close ~~Board~~in ~~effective~~July ~~as of March 30,~~ 2023~~, and Mr~~. ~~de Brunner are the two Bridge Noteholder-selected Independent Directors.~~

IfThe ~~Mr.~~Proposed deTransaction ~~Brunner~~will ~~resigns~~not ~~from~~provide for any payment to the ~~Board~~Company’s Class A ordinary shareholders or other equity instrument holders, ~~the~~as ~~Majority~~AlbaCore ~~Bridge~~will ~~Noteholders~~be ~~may~~exercising ~~nominate~~rights aunder ~~replacement~~its ~~Bridge~~debt ~~Noteholder-selected~~agreements ~~Independent~~with ~~Director~~the Company, and the ~~Company~~Proposed ~~has~~Transaction ~~agreed~~would transition the go-forward business to ~~use~~private ~~all~~ownership ~~reasonable~~by ~~endeavors~~transferring tocore ~~effect~~operating subsidiaries of the ~~appointment~~Company ofto ~~such~~MindMaze. ~~replacement~~The ~~Bridge~~Company’s ~~Noteholder-selected~~Class ~~Independent~~A ~~Director~~ordinary ~~within~~shares will cease trading on the ~~time~~New ~~period~~York ~~specified~~Stock inExchange under the ~~Amended~~ticker ~~Bridge~~symbol ~~Facility Agreement~~“BBLN”.

~~Mr.~~Except defor ~~Brunner~~the ~~will~~information ~~not~~expressly beset ~~compensated~~forth in ~~accordance~~this ~~with~~Item ~~the Company's Outside Director Compensation Policy~~8.01, ~~and~~the ~~will~~information ~~instead~~contained ~~receive~~in ~~compensation~~Exhibit ~~for~~99.1 ~~his~~shall ~~service~~not asbe adeemed ~~non-employee director pursuant~~ to anbe ~~Independent~~“filed” ~~Director~~for ~~Agreement~~purposes ~~which~~of heSection ~~entered~~18 ~~into~~of ~~with~~ the ~~Company,~~Securities ~~dated~~Exchange ~~and~~Act ~~effective as~~ of ~~May 19~~1934, ~~2023~~as amended (the ~~"Director~~“Exchange ~~Agreement"~~Act”)., ~~The~~or ~~Director~~otherwise ~~Agreement~~subject ~~provides~~to ~~that~~ the ~~Company~~liabilities ~~shall pay Mr. de Brunner a flat, fixed cash fee~~ of ~~£40,000~~that ~~per month~~section, ~~for~~nor anshall ~~initial~~it ~~term~~be ofdeemed noincorporated ~~less~~by ~~than~~reference ~~six~~in ~~months~~any ~~from~~filing ~~the~~under ~~effective date, and terminating after~~ the ~~initial~~Securities ~~six~~Act ~~months~~of ~~only upon Mr. de Brunner's death~~1933, ~~disability,~~as ~~termination~~amended ~~by mutual agreement with~~ (the ~~Company,~~“Securities ~~removal~~Act”) ~~from~~or the ~~Board~~Exchange Act, ~~becoming~~except ~~legally barred from serving~~ as ~~a director of the Company, or resignation upon no less than two months' prior written notice. The Director Agreement also provides that the Company~~ shall ~~reimburse Mr. de Brunner's reasonable out-of-pocket expenses in connection with his service on the Board. The foregoing description of the Director Agreement does not purport to~~ be ~~complete~~expressly ~~and~~set isforth ~~qualified in its entirety~~ by specific reference toin ~~the~~such ~~Director Agreement,~~ a ~~copy of which is filed as Exhibit 10~~filing.~~1 to this Current Report and incorporated herein by reference.~~

~~Mr. de Brunner has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S~~Forward-K,Looking ~~except for the compensation set forth in the Director Agreement, which was approved by the Audit Committee pursuant to the Company's Related Person Transactions Policy.~~ Statements

~~The~~This ~~Company~~Current ~~agreed~~Report inon Form 8-K includes “forward-looking statements” within the ~~Amended~~meaning ~~Bridge~~of ~~Facility~~Section ~~Agreement~~27A of the Securities Act and Section 21E of the Exchange Act, that ~~following~~are intended to be covered by the ~~appointment~~“safe ofharbor” Mrcreated by those sections. deForward-looking ~~Brunner~~statements generally relate to ~~the~~future ~~Board~~events ~~and~~or ~~the~~our ~~resignations~~future financial or ~~Messrs~~operating performance. ~~Brilioth~~When ~~and~~used ~~Ganev~~in this Current Report on Form 8-K, the ~~Board~~words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” ~~consist~~“should,” “future,” “propose” and variations of athese ~~maximum~~words or similar expressions (or the negative versions of ~~five~~such ~~directors~~words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a ~~majority~~number of ~~whom~~known and unknown risks, uncertainties, assumptions and other important factors, many of which are ~~independent~~outside of the Company’s management’s control, ~~non~~that could cause actual results to differ materially from the results discussed in the forward-~~executive~~looking ~~directors~~statements. These risks, uncertainties, assumptions and ~~two~~other important factors include risks associated with the implementation of ~~whom~~the ~~are~~Take ~~Bridge~~Private ~~Noteholder~~Proposal pursuant to the framework implementation agreement, dated May 10, 2023, between the Company and AlbaCore, the Company’s ability to execute definitive agreements for and close the Proposed Transaction on the terms and timeframe currently contemplated, and the Company's ability to enter into and consummate any other potential alternative transaction. Considering these risks, uncertainties and assumptions, the forward-~~selected~~looking ~~Independent~~statements ~~Directors~~regarding future events and circumstances discussed in this Current Report on Form 8-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date hereof and, except as required by law, the Company undertakes no obligation to update publicly or privately any forward-looking statements, whether written or oral, for any reason after the date of this Current Report on Form 8-K to conform these statements to new information, actual results or to changes in its expectations.

The director nomination and Board constitution rights referred to in this Current Report are described further in the Amended Bridge Facility Agreement, a copy of which is filed as Exhibit 4.5 to the Company’s Form 10-Q filed with the SEC on May 10, 2023.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Description
10.1						Independent Director Agreement, dated and effective as of May 19, 2023, by and between the Company and Aidan de Brunner.
99.1						Press Release, dated June 23, 2023
10.2						Letter Agreement (Tranche Three Waiver), dated April 17, 2023, between the Company and Kroll Trustee Services Limited ("Kroll"), as Trustee acting on behalf of the Bridge Finance Parties as defined in Loan Note Facility Agreement, dated March 9, 2023, between the Company, the Original Guarantors identified therein, and Kroll, as Trustee and Security Agent.
10.3						Supplemental Deed Poll, dated May 11, 2023, made by the Company and Babylon Group Holdings Limited, in favor of the registered holders of the US$300,000,000 Notes due 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: ~~May~~June 2523, 2023


Babylon Holdings Limited

By:			/s/ David Humphreys
Name:			David Humphreys
Title:			Chief Financial Officer

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