Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2021, GigCapital2, Inc., a Delaware corporation ("GigCapital2") and
Kepos Alpha Master Fund L.P., a Cayman Islands limited partnership ("KAF"),
entered into a Forward Share Purchase Agreement (the "Purchase Agreement")
pursuant to which KAF may elect to sell and transfer to GigCapital2, and
GigCapital2 will purchase from KAF, on September 8, 2021 or, in KAF's sole
discretion, any one calendar month anniversary of that date (the "Closing
Date"), up to 1,700,000 shares of common stock of GigCapital2 that are held by
KAF at the closing of GigCapital2's business combinations with UpHealth
Holdings, Inc., a Delaware corporation ("UpHealth," and such business
combination, the "UpHealth Combination"), and with Cloudbreak Health, LLC, a
Delaware limited liability company ("Cloudbreak," and such business combination,
the "Cloudbreak Combination" and, together with the UpHealth Combination, the
"Business Combinations," and such shares of common stock, the "KAF Shares.").
The per share price at which KAF has the right to sell the KAF Shares to
GigCapital2 is (a) $10.30225 per KAF Share, plus (b) in the event that the
Closing Date occurs after September 8, 2021, $0.05075 per KAF Share for each
month (prorated for a partial month) following September 8, 2021. KAF will
notify GigCapital2 in writing two business days prior to the chosen Closing
Date, specifying the number of KAF Shares that GigCapital2 is required to
purchase. In the event that following the closing of the Business Combinations,
GigCapital2 has less than $150 million cash or cash equivalents, then
GigCapital2 must deliver a written notice to KAF of such occurrence within 10
days of such occurrence, and the Closing Date will occur two business days
thereafter.
Notwithstanding anything to the contrary in the Purchase Agreement, KAF is
allowed at its election to sell any or all of the KAF Shares in the open market
commencing after the closing of the Business Combinations, as long as the sales
price is above $10.10 per Share. Nothing in the Purchase Agreement prohibits or
restricts KAF with respect to the purchase or sale of GigCapital2 warrants.
In exchange for GigCapital2's commitment to purchase the KAF Shares on the
Closing Date, KAF agreed to continue to hold, and not offer, sell, contract to
sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly,
or hedge (including any transactions involving any derivative securities of
GigCapital2 and including any Short Sales (as defined below) involving any of
GigCapital2's securities) the KAF Shares prior to Closing Date. "Short Sales"
include, without limitation, all "short sales" as defined in Rule 200
promulgated under Regulation SHO under the Securities and Exchange Act of 1934
(the "Exchange Act"), whether or not against the box, and all types of direct
and indirect stock pledges, forward sales contracts, options, puts, calls, short
sales, swaps, "put equivalent positions" (as
defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers.
KAF is permitted to pledge the KAF Shares in connection with a bona fide margin
agreement (and such a pledge is not considered to be a transfer, sale or
assignment of the KAF Shares).
The Purchase Agreement contains customary representations, warranties and
covenants from the parties. GigCapital2's and KAF's obligations to consummate
the transactions contemplated by the Purchase Agreement are subject to the
consummation of the Business Combinations.
The Purchase Agreement may be terminated: (i) by mutual written consent of
GigCapital2 and KAF, or (ii) automatically if GigCapital2's stockholders fail to
approve the Business Combinations.
The foregoing description is only a summary of the Purchase Agreement, and is
qualified in its entirety by reference to the full text of the Purchase
Agreement, which is filed as Exhibit 10.1 and is incorporated by reference
herein. The Purchase Agreement is included as an exhibit to this Current Report
on Form 8-K in order to provide investors and security holders with material
information regarding its terms and the transaction. It is not intended to
provide any other factual information about GigCapital2 or KAF. The
representations, warranties and covenants contained in the Purchase Agreement
were made only for purposes of that agreement; are solely for the benefit of the
parties to the Purchase Agreement; may have been made for the purposes of
allocating contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts; and may be subject to standards
of materiality applicable to the parties that differ from those applicable to
investors. Investors should not rely on the representations, warranties or
covenants or any description thereof as characterizations of the actual state of
facts or condition of GigCapital2 or KAF.
Additional Information and Where to Find It
In connection with the proposed Business Combinations, on May 6, 2021
GigCapital2 filed with the SEC an amended registration statement on Form S-4
containing a preliminary proxy statement and a preliminary prospectus of
GigCapital2, and after the registration statement was declared effective on
May 12, 2021, GigCapital2 mailed a definitive proxy statement/prospectus
relating to the proposed Business Combinations to its stockholders. This Current
Report on Form 8-K does not contain all the information that should be
considered concerning the proposed Business Combinations and is not
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intended to form the basis of any investment decision or any other decision in
respect of the Business Combinations. Additional information about the proposed
Business Combinations and related transactions are described in GigCapital2's
combined proxy statement/prospectus relating to the proposed Business
Combinations and the respective businesses of GigCapital2, UpHealth and
Cloudbreak. The proposed Business Combinations and related transactions have
been submitted to stockholders of GigCapital2 for their consideration.
GigCapital2's stockholders and other interested persons are advised to read the
definitive proxy statement/prospectus and other documents filed in connection
with GigCapital2's solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the proposed Business
Combinations and related transactions, because these materials will contain
important information about UpHealth, Cloudbreak, GigCapital2 and the proposed
Business Combinations and related transactions. The definitive proxy
statement/prospectus and other relevant materials for the proposed Business
Combinations have been mailed to stockholders of GigCapital2 as of the record
date established for voting on the proposed Business Combinations and related
transactions.
Stockholders may also obtain a copy of the definitive proxy
statement/prospectus, once available, as well as other documents filed with the
SEC by GigCapital2, without charge, at the SEC's website located at www.sec.gov
or by directing a request to Brad Weightman, Vice President and Chief Financial
Officer, GigCapital2, Inc., 1731 Embarcadero Rd., Suite 200, Palo Alto, CA
94303, or by telephone at (650) 276-7040.
Participants in the Solicitation
UpHealth, Cloudbreak and GigCapital2 and their respective directors and
executive officers and other persons may be deemed to be participants in the
solicitations of proxies from GigCapital2's stockholders in respect of the
proposed Business Combinations and related transactions. Information regarding
GigCapital2's directors and executive officers is available in its definitive
proxy statement filed with the SEC on March 22, 2021. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests will be contained in the preliminary and
definitive proxy statements/prospectus related to the proposed Business
Combinations and related transactions when it becomes available, and which can
be obtained free of charge from the sources indicated above.
Forward-Looking Statements:
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding GigCapital2 or GigCapital2's management team's
expectations, hopes, beliefs, intentions, plans, prospects or strategies
regarding the future, including possible business combinations. Any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. The forward-looking statements contained in
this Form 8-K are based on our current expectations and beliefs made by the
management of GigCapital2, UpHealth and/or Cloudbreak in light of their
respective experience and their perception of historical trends, current
conditions and expected future developments and their potential effects on
UpHealth, Cloudbreak and GigCapital2 as well as other factors they believe are
appropriate in the circumstances. There can be no assurance that future
developments affecting UpHealth, Cloudbreak or GigCapital2 will be those that we
have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the control of the parties) or other
assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements,
including that the GigCapital2 stockholders will approve the transaction,
regulatory approvals, the ability of the post-combination company to meet the
NYSE listing standards, product and service acceptance, and that UpHealth will
have sufficient capital upon the approval of the transaction to operate as
anticipated. Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements.
Additional factors that could cause actual results to differ are discussed under
the heading "Risk Factors" and in other sections of GigCapital2's filings with
the SEC, and in GigCapital2's current and periodic reports filed or furnished
from time to time with the SEC. All forward-looking statements in this Form 8-K
are made as of the date hereof, based on information available to GigCapital2,
UpHealth and/or Cloudbreak as of the date hereof, and GigCapital2, UpHealth
and/or Cloudbreak assumes no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
UpHealth Combination or the Cloudbreak Combination. This Current Report on Form
8-K shall also not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Forward Share Purchase Agreement dated June 3, 2021, by and between
GigCapital2, Inc. and Kepos Alpha Master Fund L.P.
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