The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. G07031100 |
Schedule 13D |
Page 1 of 7 |
1 |
|
NAMES OF REPORTING PERSON
Ali Parsadoust |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
3 |
|
SEC USE ONLY |
4 |
|
SOURCE OF FUNDS (See Instructions)
PF, OO |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
☐ |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
156,149,592 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
156,149,592 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,149,592 |
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
☐ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6% |
14 |
|
TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP No. G07031100 |
Schedule 13D |
Page 2 of 7 |
1 |
|
NAMES OF REPORTING PERSON
ALP Partners Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
3 |
|
SEC USE ONLY |
4 |
|
SOURCE OF FUNDS (See Instructions)
PF, OO |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
☐ |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
156,149,592 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
156,149,592 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,149,592 |
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
☐ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6% |
14 |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
CUSIP No. G07031100 |
Schedule 13D |
Page 3 of 7 |
Explanatory Note
This Amendment No. 1
to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the United States
Securities and Exchange Commission (the “SEC”) on November 2, 2021 (as amended and supplemented to date, the “Schedule
13D”), relating to the Class A Ordinary Shares, par value $0.0000422573245084686 per
share (“Class A Ordinary Shares”), of Babylon Holdings Limited (the “Issuer”). The principal executive office
of the Issuer is located at 2500 Bee Cave Road, Building 1 - Suite 400, Austin, TX 78746. Capitalized terms used herein without definition
shall have the meaning set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of
the Schedule 13D is hereby amended and restated in its entirety as follows:
The Schedule
13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
Ali
Parsadoust
ALP
Partners Limited
Dr. Parsadoust
is a citizen of the United Kingdom. ALP Partners Limited is organized under the laws of the Bailiwick of Jersey, Channel Islands. The
business address of Ali Parsadoust is c/o Babylon Holdings Limited, 1 Knightsbridge Green, London, SW1X 7QA, United Kingdom. The business
address of ALP Partners Limited is 2nd Floor, Gaspé House, 66-72 Esplanade, St Helier, Jersey JE1 1GH. Dr. Parsadoust
is the Chief Executive Officer and member of the board of directors of the Issuer. ALP Partners Limited’s present principal occupation
is investing in securities, including those of the Issuer, for the benefit of Ali Parsadoust.
Information
with respect to the directors and executive officers of ALP Partners Limited (collectively, the “Related Persons”), including
the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the
attached Schedule A, which is incorporated herein by reference.
During the
last five years, none of the Reporting Persons or the Related Persons has been (i) convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 of
the Schedule 13D is hereby amended and supplemented as follows:
Approval of Conversion
On October 16, 2022 and October 17,
2022, the Issuer entered into subscription agreements with certain investors for the private placement of 189,924,505 Class A Ordinary
Shares (prior to rounding of fractional shares) at $0.42122 per share (the “Private Placement”).
As a condition to closing the Private Placement,
ALP Partners Limited furnished an undertaking, referred to as the “Approval of Conversion” to deliver to the Issuer and the
Issuer’s transfer agent a letter instructing that all of the Class B Ordinary Shares be converted into 79,637,576 Class A
Ordinary Shares (the “Conversion Shares”), and in connection therewith, that the transfer agent re-designate such Class B
Ordinary Shares and in exchange, issue to ALP Partners Limited, from the Issuer’s established conversion reserve account, the Conversion
Shares, in book-entry form.
CUSIP No. G07031100 |
Schedule 13D |
Page 4 of 7 |
General
The Reporting Persons acquired the securities
described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any
actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent
upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s
business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic
conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons, subject to market conditions,
valuations, regulatory approvals and applicable laws, may acquire additional securities of the Issuer, or retain or sell all or a portion
of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including
Dr. Parsadoust in his capacity as the Chief Executive Officer and member of the board
of directors of the Issuer, may engage in discussions with management, the Issuer’s board of directors, and other securityholders
of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary
corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration
of the Class A Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of
the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition
of the board of directors.
Other than as described in this Schedule 13D,
the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items
4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purposes
or formulate different plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a)-(b)
The following sets forth, as of the date of this
Schedule 13D, the aggregate number of Class A Ordinary Shares and percentage of Class A Ordinary Shares beneficially owned by
each of the Reporting Persons, as well as the number of Class A Ordinary Shares as to which each Reporting Person has the sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared
power to dispose or to direct the disposition of, as of the date hereof, based on 346,863,905 Class A Ordinary Shares outstanding
as of October 11, 2022, as disclosed by the Issuer:
Reporting Person | |
Amount beneficially owned | | |
Percent of class | | |
Sole power to vote or to direct the vote | | |
Shared power to vote or to direct the vote | | |
Sole power to dispose or to direct the disposition | | |
Shared power to dispose or to direct the disposition | |
Ali Parsadoust | |
| 156,149,592 | | |
| 36.6 | % | |
| 0 | | |
| 156,149,592 | | |
| 0 | | |
| 156,149,592 | |
ALP Partners Limited | |
| 156,149,592 | | |
| 36.6 | % | |
| 0 | | |
| 156,149,592 | | |
| 0 | | |
| 156,149,592 | |
The securities reported herein include (i) 76,512,016
Class A Ordinary Shares held of record by ALP Partners Limited and (ii) 79,637,576 Class B Ordinary Shares held of record
by ALP Partners Limited. ALP Partners Limited is an entity owned and controlled by Dr. Parsadoust. As a result, Dr. Parsadoust
may be deemed to share beneficial ownership of the securities reported herein. The Class B Ordinary Shares are convertible at Dr. Parsadoust’s
option into the Class A Ordinary Shares on a 1-for-1 basis, subject to certain restrictions, and for purposes of this Schedule 13D
are treated as converted to Class A Ordinary Shares.
| (c) | Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the
Class A Ordinary Shares. |
CUSIP No. G07031100 |
Schedule 13D |
Page 5 of 7 |
Item 7. Material to be Filed as Exhibits.
Item 7 of
the Schedule 13D is hereby amended and supplemented as follows:
CUSIP No. G07031100 |
Schedule 13D |
Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Date: October 28, 2022
|
Ali Parsadoust |
|
|
|
|
/s/ Ali Parsadoust |
|
|
|
|
ALP Partners Limited |
|
|
|
|
By: |
/s/ Peter Unwin |
|
Name: |
Peter Unwin |
|
Title: |
Director |
|
By: |
/s/ Benjamin Newman |
|
Name: |
Benjamin Newman |
|
Title: |
Director |
CUSIP No. G07031100 |
Schedule 13D |
Page 7 of 7 |
SCHEDULE A
The name, present principal
occupation or employment, business address and citizenship of each of the executive officers, directors and members of ALP
Partners Limited are set forth below. The principal business address of each of the executive officers and directors is 2nd
Floor, Gaspé House, 66-72 Esplanade, St Helier, Jersey JE1 1GH.
Name | |
Present Principal Occupation or Employment | |
Citizenship |
Ali Parsadoust | |
CEO Babylon Holdings Limited | |
United Kingdom |
Benjamin Charles
Buckley Newman | |
Client Services Director, IQ EQ (Jersey) Limited | |
United Kingdom |
Peter Conrad Unwin | |
Client Services Director, IQ EQ (Jersey) Limited | |
United Kingdom |