Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K of GigCapital2, Inc.
("GigCapital2"), filed with the Securities and Exchange Commission (the "SEC")
on November 23, 2020, GigCapital2 announced that it executed a Business
Combination Agreement, dated as of November 20, 2020, with UpHealth Holdings,
Inc., a Delaware corporation ("UpHealth"), and UpHealth Merger Sub, Inc., a
Delaware corporation (such business combination agreement, the "UpHealth BCA,"
and such business combination, the "UpHealth Combination"), and a Business
Combination Agreement, dated as of November 20, 2020, with Cloudbreak Health,
LLC, a Delaware limited liability company ("Cloudbreak"), Cloudbreak Merger Sub,
LLC, a Delaware limited liability company, solely with respect to Section 7.15
thereof, Chirinjeev Kathuria and Mariya Pylypiv and UpHealth, and Shareholder
Representative Services LLC, a Colorado limited liability company, solely in its
capacity as the representative, agent and attorney-in-fact of the Cloudbreak
members (such business combination agreement, the "Cloudbreak BCA," such
business combination, the "Cloudbreak Combination" and, together with the
UpHealth Combination, the "Business Combinations").
As also previously reported on a Current Report on Form 8-K of GigCapital2,
filed with the SEC on January 29, 2021, GigCapital2 announced that it executed a
First Amendment to the UpHealth BCA with the parties to the UpHealth BCA, solely
to amend Schedule 7.06(C) of the UpHealth BCA (the "UpHealth BCA Amendment
No. 1") for the purpose of revising the formula used to calculate the Thrasys
Incentive Amount as such term is used in the UpHealth BCA Amendment No. 1. The
terms of the Cloudbreak BCA were not modified in connection with the UpHealth
BCA Amendment No.1.
As also previously reported on a Current Report on Form 8-K of GigCapital2,
filed with the SEC on March 26, 2021, GigCapital2 announced that it executed a
Second Amendment to the UpHealth BCA with the parties to the UpHealth BCA,
solely to amend Schedule 7.06(C) of the UpHealth BCA (the "UpHealth BCA
Amendment No. 2") for the purpose of further revising the formula used to
calculate the Thrasys Incentive Amount as such term is used in the UpHealth BCA
Amendment No. 2. The terms of the Cloudbreak BCA were not modified in connection
with the UpHealth BCA Amendment No. 2.
As also previously reported on a Current Report on Form 8-K of GigCapital2,
filed with the SEC on April 26, 2021, GigCapital2 announced that it executed a
Third Amendment to the UpHealth BCA with the parties to the UpHealth BCA, solely
to amend Section 9.01(b) of the UpHealth BCA (the "UpHealth BCA Amendment
No. 3") for the purpose of extending the Outside Date, as such term is used in
the UpHealth BCA Amendment No. 3, to June 10, 2021 and that it executed an
Amendment to the Cloudbreak BCA with the parties to the Cloudbreak BCA, solely
to amend Section 9.01(b) of the Cloudbreak BCA (the "Cloudbreak BCA Amendment")
for the purpose of extending the Outside Date, as such term is used in the
Cloudbreak BCA Amendment, to June 10, 2021.
On May 30, 2021, GigCapital2 executed a Fourth Amendment to the UpHealth BCA
with the parties to the UpHealth BCA, solely to amend Schedule 7.06(C) of the
UpHealth BCA (the "UpHealth BCA Amendment No. 4") for the purpose of further
revising the formula used to calculate the Thrasys Incentive Amount as such term
is used in the UpHealth BCA Amendment No. 4. The foregoing description of the
UpHealth BCA Amendment No. 4 is not complete and is subject to, and qualified in
its entirety by reference to, the terms and conditions of such agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated by reference
herein.
The terms of the Cloudbreak BCA were not modified in connection with the
UpHealth BCA Amendment No. 4.
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 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 will be submitted to stockholders
of GigCapital2 for their consideration. GigCapital2's stockholders and other
interested persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and 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 a record date established for voting on the
proposed Business Combinations and related transactions.
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Stockholders may also obtain a copy of the preliminary or 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 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.
Item 9.01 Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Fourth Amendment to Business Combination Agreement, dated as of
May 30, 2021, by and among GigCapital2, Inc., UpHealth Holdings, Inc.
and UpHealth Merger Sub, Inc.
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