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

August 78, 2023

Date of Report (date of earliest event reported)

___________________________________

Babylon Holdings Limited

(Exact name of registrant as specified in its charter)

___________________________________

Bailiwick of Jersey, Channel Islands (State or other jurisdiction of incorporation)	001-40952 (Commission File Number)	98-1638964 (IRS Employer Identification No.)

1 Knightsbridge Green, London, United Kingdom		SW1X 7QA
(Address of principal executive offices)		(Zip Code)
(+44 (0)) 20 7100 0762
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Bailiwick of Jersey, Channel Islands(State or other jurisdiction of incorporation)	001-40952(Commission File Number)	98-1638964(IRS Employer Identification No.)
1 Knightsbridge GreenLondon, United Kingdom		SW1X 7QA
(Address of principal executive offices)		(Zip Code)
+ 44 (0) 20 7100 0762
(Registrant's telephone number, including area code)
Former address: 2500 Bee Cave Road, Building 1 - Suite 400, Austin, TX 78746
(Former name or former address, if changed since last report)

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(g) 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	BBLNF	OTC Pink Market

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. ☐¨

Item 8.01 Other Events.

OnCertain ~~August~~affiliates 7,of ~~2023,~~Centene ~~Babylon~~Corporation ~~Holdings~~(the “Centene ~~Limited~~Affiliates” ~~("Babylon"~~and, ~~and~~ together ~~with its subsidiaries~~, ~~the "Group"~~“Centene”) ~~issued~~are aparties ~~press~~to ~~release announcing~~ the ~~updates~~following ~~described~~agreements ~~below concerning~~ (~~i) the previously announced proposed transaction involving MindMaze Group SA~~collectively, ~~AlbaCore Capital LLC ("AlbaCore") and Babylon (~~the “~~Previously Proposed Transaction~~Babylon Contracts”), ~~disclosed~~with in Babylon's ~~Current~~Healthcare, Inc. ~~Report on Form 8-K filed with the Securities~~ and/or ~~Exchange~~its ~~Commission~~affiliates (the ~~"SEC")~~“Babylon onContracting ~~June 23~~Parties”), ~~2023~~each ~~and~~of ~~(ii)~~which is ~~Babylon's~~a ~~exploration~~subsidiary of ~~new~~Babylon ~~strategic~~Holdings ~~alternatives~~Limited ~~for~~(“Babylon” ~~its~~or ~~UK business and exit from its core U.S. business. A copy of~~ the ~~press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.~~ “Company”):

~~The~~BABYLON Previously Proposed Transaction will not proceed. Following Babylon’s receipt of funding under its amended bridge notes facility with AlbaCore, Babylon has no binding commitment for additional financing to continue its business operations. As a result, the Group is exploring new strategic alternatives in order to find the best possible outcome for its UK business. Babylon remains focused on continuing the day to day operations of its UK business, providing accessibility of its healthcare services and the highest standards of care for its patients and members. The Group is pursuing the divestiture of its UK business to third parties that may provide financing to assure the continuity of the operations. However, Babylon cannot provide assurance that any of these initiatives will result in Babylon entering into a definitive agreement for or completing a divestiture. Further, Babylon is exiting its core US business and plans to safely transition its US members to other providers, and continues to pursue its previously disclosed process for the sale of the Meritage Medical Network independent physicians association business (the “IPA Business”, and the sale of the IPA Business, the UK business or another particular business of Babylon is referred to as a “Third Party Sale”). AGREEMENTS

InAll ~~order~~as to explore these opportunities for a Third Party Sale and enable business continuity, Babylon is in discussions with potential strategic partners to secure additional funding. Babylon cannot provide assurance that it will be able to secure sufficient liquidity to fund the operations of the Group’s businesses. To the extent that Babylon is unable to secure additional financing and complete a Third Party Sale of a particular business, the applicable entities of the Group will file for bankruptcy protection or implement other alternatives for an orderly wind down and liquidation or dissolution, which may ~~include~~have ~~commencing~~been ~~Chapter 7 proceedings under the U.S. Bankruptcy Code and/or a UK administration for the applicable entities of the Group in the near term.~~amended:

Any Third Party Sale will be subject to AlbaCore’s rights under its debt agreements with Babylon, and the aggregate proceeds of any Third Party Sales are not expected to exceed the total amount of the Group’s indebtedness to AlbaCore. As a result, any such transaction will not provide for any payment to Babylon’s Class A ordinary shareholders and other equity instrument holders.

Name of Agreement	Centene Affiliate Parties	Effective Date
Babylon Capitation Agreement	Home State Health Plan, Inc.	10/01/20
Participation Provider Agreement	Home State Health Plan, Inc., California Health & Wellness Plan, Health Net of California, Inc., and Health Net Community Solutions, Inc., Iowa Total Care, SilverSummit HealthPlan, Inc., Oklahoma Complete Health, Inc., WellCare of Oklahoma, Inc., WellCare Health Insurance Co. of Oklahoma, Inc. and Centene Venture Company Indiana, Coordinated Care Corporation, d/b/a Managed Health Services.	04/01/20
Participating Provider Agreement (Babylon Healthcare of TX, LLC)	Celtic Ins. Co., on behalf of itself and any of its Affiliates that choose to participate	01/01/23
Participating Provider Agreement (Babylon Healthcare, PLLC)	Celtic Ins. Co., on behalf of itself and any of its Affiliates that choose to participate	01/01/23
Value-Based Program Participating Provider Agreement	Home State Health Plan, Inc.	01/01/22
Participating Provider Agreement	Nebraska Total Care, Inc.	01/01/23
Value-Based Program Participating Provider Agreement	Magnolia Health Plan, Inc.	10/01/21
Participating Provider Agreement	Buckeye Community Health Plan, Inc.	01/01/23
Value-Based Program Participating Provider Agreement	Iowa Total Care, Inc.	01/01/22
Value-Based Program Participating Provider Agreement	Granite State Health Plan, Inc.	01/01/23
Participating Provider Agreement	Peach State Health Plan, Inc.	10/01/21
Fidelis Care Standard Health Services Agreement 20	New York Quality Healthcare Corporation d/b/a Fidelis Care	01/01/20
Value-Based Program Participating Provider Agreement	Peach State Health Plan, Inc.	10/1/21

~~Except~~On ~~for~~August 4, ~~the~~2023, ~~information expressly set forth in this Item 8.01~~Centene, ~~the~~on ~~information~~behalf ~~contained in Exhibit 99.1 shall not be deemed to be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Centene ~~Exchange Act of 1934~~Affiliates, asdelivered ~~amended~~written notice (the ~~“Exchange~~"Non-Renewal ~~Act”~~Notice"), ~~or otherwise subject~~ to the ~~liabilities~~Babylon ofContracting Parties that ~~section,~~the ~~nor~~Centene Affiliates ~~shall~~do itnot beintend ~~deemed~~to ~~incorporated~~renew bythe ~~reference~~Babylon inContracts or any ~~filing~~other ~~under~~agreements ~~the~~between ~~Securities~~Centene ~~Act~~and ofthe ~~1933,~~Babylon asContracting ~~amended~~Parties (collectively, the ~~“Securities~~"Centene ~~Act”~~Agreements"), orand ~~the~~that ~~Exchange~~Centene ~~Act,~~reserved ~~except~~their asrights ~~shall~~to beterminate ~~expressly~~the ~~set~~respective ~~forth~~Centene byAgreements ~~specific~~to ~~reference~~which inthey are ~~such a filing~~parties.

~~Forward-Looking~~On ~~Statements~~August 7, 2023, the Company announced that the transaction proposed by AlbaCore Capital LLP (“AlbaCore”) and MindMaze Group SA (“MindMaze”) for a business combination of the Company’s core operating subsidiaries with MindMaze, previously announced on June 23, 2023 (the “Previously Proposed Transaction”), will not proceed, and that the Company was exiting its core US business.

~~This~~Following ~~Current~~this ~~Report~~disclosure, on ~~Form~~ August 8-K, ~~includes~~2023, ~~“forward-looking statements” within~~ the ~~meaning~~Babylon ofContracting Parties ~~Section~~received ~~27A~~formal ofwritten notification (the ~~Securities~~"Termination ~~Act~~Notice") ~~and~~from ~~Section~~Centene ~~21E~~ of ~~the~~immediate ~~Exchange~~termination ~~Act~~for ~~that~~all ~~are~~Babylon Contracts, ~~intended~~but toexcluding ~~be covered by~~ the ~~“safe~~following ~~harbor”~~three ~~created~~agreements bywith ~~those~~Babylon's ~~sections.~~IPA ~~Forward-looking~~Business ~~statements~~(as ~~generally~~amended ~~relate~~from time to ~~future~~time): ~~events~~(a) the orCalifornia Plan-to-Plan ~~our~~Agreement ~~future~~between ~~financial~~Meritage orHealth ~~operating~~Plan ~~performance.~~and ~~When~~Health ~~used~~Net inof ~~this Current Report on Form 8-K~~California, ~~the words “estimates~~ Inc.,” ~~“projected,”~~with ~~“expects,”~~an ~~“anticipates,”~~original ~~“forecasts,”~~effective ~~“plans,”~~date ~~“intends~~June 1,” 2021; ~~“believes,”~~(b) the ~~“seeks,”~~Provider ~~“may,”~~Participation ~~“will,”~~Agreement ~~“should,”~~between ~~“future,”~~Meritage ~~“propose”~~Medical ~~and~~Network ~~variations of these words or similar expressions~~ (orf/k/a ~~the~~Marin ~~negative versions of such words or expressions~~IPA) ~~are~~and ~~intended~~Health toNet ~~identify~~of ~~forward-looking statements~~California, Inc. ~~These forward-looking statements include~~, with ~~without~~an ~~limitation,~~original ~~information~~effective ~~concerning~~date ~~Babylon’s exploration~~ of ~~new strategic alternatives for its UK business~~January 1, ~~its~~2011; ~~exit~~and ~~from~~ (c) the ~~core~~Provider USParticipation ~~business~~Agreement ~~and~~between ~~one~~Meritage orMedical ~~more~~Network (f/k/a ~~Third~~First ~~Party~~Choice ~~Sales,~~Medical ~~after~~Group) ~~announcement~~and ~~that~~Health ~~the~~Net ~~Previously~~of ~~Proposed Transaction will not proceed~~California, Inc., ~~its~~with ~~efforts~~an tooriginal ~~secure~~effective ~~additional~~date ~~financing~~of November 1, ~~and potential UK~~ 2014.

~~administration~~The Centene Agreements, Ucollectively, are material to the Company and relate to the provision of healthcare services to Centene's patients and members, representing 48.S.1% ~~bankruptcy~~of orthe ~~other~~Company's ~~liquidation~~revenue orin ~~dissolution~~the ~~proceedings~~year ended ifDecember 31, 2022. Babylon ishas ~~unable~~not toidentified ~~secure~~any ~~sufficient~~material ~~liquidity~~early totermination ~~fund~~penalties as a result of the ~~operations~~receipt of the ~~Group’s~~Non-Renewal Notice ~~businesses~~or Termination Notice. In addition to the Centene Agreements, Centene has a material relationship with Babylon as a Babylon Class A ordinary shareholder.

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 of Babylon’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: our ability to continue as a going concern; risks associated with our debt financing agreements with AlbaCore, including the impact of the restrictive covenants on our operations; risks associated with the implementation of the framework implementation agreement dated May 10, 2023 entered into by the Group and AlbaCore on the terms and timetable currently contemplated, if at all; that we may require additional financing and our ability to obtain additional financing on favorable terms; our ability to timely identify and execute strategic alternatives on favorable terms, including restructuring, refinancing, or Third Party Sales, such as the potential sale of the the UK business and the IPA Business and/or putting Babylon Holdings Limited or other entities in the Group into administration under UK law, obtaining relief under the U.S. Bankruptcy Code or otherwise pursuing a wind down of their respective liabilities and liquidation and dissolution and the timing of any such proceeding; risks and uncertainties associated with such administration, bankruptcy, liquidation or dissolution proceedings; risks and uncertainties associated with the Group’s exit from its core US business; the diversion of our senior management team’s attention from our business to pursuing strategic alternatives for the Group’s businesses and the exit from the core US business; the impact on our share price as a result of the announcement that the Previously Disclosed Transaction will not proceed; the impact on our share price of the recent delisting of our Class A ordinary shares from the New York Stock Exchange and transition to trading on the over-the-counter (OTC Pink) market; turnover in our senior management team and other key talent; our future financial and operating results for Babylon as a whole and in our lines of business; our ability to successfully execute our planned or any new cost reduction actions and realize the expected cost savings; risks associated with impairment of goodwill and other intangible assets; our failure to compete successfully; our ability to avoid contract terminations and to renew contracts with existing customers, and risks of contract renewals at lower fee levels, or significant reductions in members, pricing or premiums under our contracts due to factors outside our control; our dependence on our relationships with physician-owned entities; our ability to maintain and expand a network of qualified providers; our ability to increase engagement of individual members or realize the member healthcare cost savings that we expect; a significant portion of our revenue comes from a limited number of customers; the uncertainty and potential inadequacy of our claims liability estimates for medical costs and expenses; risks associated with estimating the amount and timing of revenue recognized under our licensing agreements and value-based care agreements with health plans; risks associated with our physician partners’ failure to accurately, timely and sufficiently document their services; risks associated with inaccurate or unsupportable information regarding risk adjustment scores of members in records and submissions to health plans; risks associated with reduction of reimbursement rates paid by third-party payers or federal or state healthcare programs; risks associated with regulatory proposals directed at containing or lowering the cost of healthcare, including the ACO REACH model; immaturity and volatility of the market for telemedicine and our unproven digital-first approach; our ability to develop and release new solutions and services; difficulty in hiring and retaining talent to operate our business; risks associated with our international operations, economic uncertainty, or downturns; the impact of COVID-19 or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on our business; risks associated with foreign currency exchange rate fluctuations and restrictions; and the other risks and uncertainties identified in Babylon’s Form 10-K filed with the SEC on March 16, 2023 and Form 10-Q filed with the SEC on May 10, 2023, and in other documents filed or to be filed by Babylon with the SEC and available at the SEC’s website at www.sec.gov.SIGNATURES

~~Babylon~~Pursuant ~~cautions~~to ~~that~~ the ~~foregoing~~requirements ~~list~~ of ~~factors~~the isSecurities Exchange ~~not~~Act ~~exclusive~~of ~~and cautions readers not to place undue reliance upon any forward-looking statements~~1934, ~~which speak only as of~~ the ~~date~~registrant ~~made.~~has ~~Except~~duly ascaused ~~required~~this byreport ~~law, Babylon does not undertake any obligation~~ to ~~update~~be orsigned ~~revise~~on its ~~forward-looking~~behalf ~~statements~~by ~~to reflect events or circumstances after~~ the ~~date~~undersigned ofhereunto ~~this~~duly ~~Current Report on Form 8-K~~authorized.

~~Item~~Date: ~~9.01~~August 11, ~~- Financial Statements and Exhibits~~2023

~~(d)~~Babylon ~~Exhibits~~Holdings Limited By: /s/ David Humphreys Name: David Humphreys Title: Chief Financial Officer

Exhibit No.

Description

99.1

Press release, dated August 7, 2023

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: August 7, 2023

Babylon Holdings Limited By: /s/ David Humphreys Name: David Humphreys Title: Chief Financial Officer

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