Blog: ALKURI GLOBAL ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 7.01. Regulation FD Disclosure.

This Current Report on Form 8-K (this “Form 8-K”) is being furnished by Alkuri
Global Acquisition Corp., a Delaware corporation (the “Company”), to the U.S.
Securities and Exchange Commission (the “SEC”) for the sole purpose of
furnishing, as Exhibit 99.1 to this Form 8-K, an investor email communication by
Babylon Holdings Limited, a company limited by shares incorporated under the
laws of Jersey with registered number 115471 (“Babylon”), the Company’s business
combination target, entitled “Babylon announces plans to go public via $4.2
billion merger.” The communication announces Babylon’s entry into the Agreement
and Plan of Merger (the “Merger Agreement”), by and among the Company, 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 and Dr. Ali Parsadoust. If the Merger Agreement is approved by the Company’s
shareholders, and the transactions contemplated by the Merger Agreement are
consummated, Merger Sub will merge with and into the Company, with the Company
continuing as the surviving corporation and a wholly owned subsidiary of Babylon
(the “Business Combination”).

The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibit 99.1.

Additional Information and Where to Find It

In connection with the proposed Business Combination, Babylon intends to file a
registration statement on Form F-4 (the “Registration Statement”) with the SEC
with respect to Babylon’s securities to be issued in connection with the
proposed Business Combination, and the Company intends to file a preliminary
proxy statement in connection with the Company’s solicitation of proxies for the
vote by the Company’s stockholders in connection with the proposed Business
Combination and other matters as described in the proxy statement, as well as
the preliminary prospectus relating to the offer of the securities to be issued
to the Company’s stockholders in connection with the completion of the Business
Combination. After the Registration Statement has been declared effective, the
Company will mail a definitive proxy statement and other relevant documents to
its stockholders as of the record date established for voting on the proposed
Business Combination. Company stockholders and other interested persons are
advised to read the preliminary proxy statement and any amendments thereto and,
once available, the definitive proxy statement/consent solicitation/prospectus,
in connection with the Company’s solicitation of proxies for its special meeting
of stockholders to be held to approve, among other things, the proposed Business
Combination (the “Special Meeting”), because these documents will contain
important information about the Company, Babylon and the proposed Business
Combination. When available, the definitive proxy statement/consent solicitation
statement/prospectus will be mailed to Company stockholders as of a record date
to be established for voting on the Business Combination and the other matters
to be voted upon at the Special Meeting.

The Company’s stockholders may also obtain a copy of the preliminary proxy
statement/prospectus, or definitive proxy statement/prospectus once available,
as well as other documents filed with the SEC regarding the proposed Business
Combination and other documents filed with the SEC by the Company, without
charge, at the SEC’s website located at http://www.sec.gov or by directing a request
to: Alkuri Global Acquisition Corp., 4235 Hillsboro Pike, Suite 300, Nashville,
TN 37215, Attention: Secretary, (615) 632-0303.



Participants in Solicitation


The Company, Babylon, and their respective directors and officers may be deemed
participants in the solicitation of proxies of the Company stockholders in
connection with the proposed Business Combination. Company stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of the Company in the Company’s
registration statement on Form S-1 (File No. 333-251832), which was declared
effective by the SEC on February 4, 2021. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies to
Company stockholders in connection with the proposed Business Combination and
other matters to be voted upon at its Special Meeting will be set forth in the
proxy statement/prospectus for the proposed Business Combination when available.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed Business Combination
will be included in the Registration Statement that Babylon intends to file with
the SEC.

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 Nasdaq’s 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, when available, 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 http://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.



No Offer or Solicitation


This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant
to the proposed Business Combination or otherwise, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offer 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.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits




Exhibit No.   Description
  99.1          Investor email communication dated June 10, 2021

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