425 1 d110697d425.htm 425 425

Filed by GigCapital2, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Commission File No.: 001-38924

Subject Companies: UpHealth Holdings, Inc. and Cloudbreak Health, LLC


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The World’s Most Comprehensive Private-to-Public Equity (PPE)™ Business Initiative COMPANY OVERVIEW


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Page 2 | GigCapital Company Overview Seeking Excellence GigCapital Global is a serial SPAC issuer and the first Private-to-Public Equity (PPE)™ business dedicated and to taking technology late-stage, executive high group quality private market. TMT GigCapital companies Global to the is a public pioneer as Our it launched “IPO-in-a- box” its first methodology SPAC in 2017 . traditional provides an IPO alternative process, to and the our lengthy Mentor-Investors™ foster growth to the unicorn stage and beyond. Technology Strong SPAC Momentum SPACs with Statistics Limited Industry Overview Overlap Because the SPAC of process its effectiveness has gained in significant bringing interest companies from public, the fi- u More than $83 billion raised for 248 SPACs in 2020, an exceptional year for SPACs number nancial community of SPAC offerings as evidenced . SPACs by have the grown recent significantly growth in the in the last 10 years and exploded in 2020 to become a strong u 221 SPACs seeking acquisitions, 64 in the alternative path to liquidity, offering significant advantages TMT sector, at the beginning of 2021 such as shorter process duration, an ability to provide forward-looking financial projections, and immediate invest- u Trend in 2020 to have larger PIPEs including in ment analyst attention. excess of amount in the trust account Amount Raised from SPACs u Alternatives to PIPEs, such as convertible Seeking Acquisitions notes, used for funding of targets 21% 1% 2% 16% 6% SPAC Status by Year 7% 4% 2016 92% 8% 33% 7% 201 85% 3%3% 9% TECHNOLOGY 2% $22,525 2% 201 86% 12% 2% 201 32% 39% 28% 2% ($MM) CANNABIS ENERGY ESG FC&R FINANCIALS HEALTHCARE 2020 3%13% 88% 85% $476 $1,303 $3,859 $4,818 $3,025 $4,483 INDUSTRIALS REAL ESTATE TECHNOLOGY DIVERSIFIED NO TARGET Completed Announced Seeking iquidated $1,610 $1,280 $22,525 $10,665 $13,943 Sources: SPAC Market Snapshot, SPAC BMO Research Capital Newsletter, Markets, Dec Jan . 21, . 4, 2020 2021


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GigCapital Company Overview | Page 3 Global Megatrends and Implications The are shaping global megatrends, our collective the future, macroeconomic include urbanization, and geostrategic environmental forces that and changes, deep digitalization, . Business and and enterprises globalization must. be Their keenly implications aware of are them broad and be part the tremendous of the solutions opportunities, to address but them, also to bestow not only benefits be able on to the benefit world from that we are citizens of, in order to attain long term prosperity. Accelerating Urbanization Calls for Smart and Sustainable Infrastructure 2050 Urban . Based population on United is expected Nations data, to increase overall from growth today’s of the 53% world’s to 70% pop by- ulation will add close to 2.5 billion people to urban areas by 2050(1). The number countries, of new requiring mega-cities massive will increase investments rapidly, in smart particularly and sustainable in developing city infrastructures the ongoing . These demographic trends will be shift further and emphasized new population and challenged age structure by. Sustainability and Environment Underpin Long Term Growth Climate of the world’s change greatest and consequent concerns. environmental The United Nations and social Sustainable impacts Development are some Goals and the Paris Climate Agreement are driving the agenda and world’s efforts toward a green economy and sustainable solutions(2). Consumer sensitivity representing to sustainable today more- marketed than 50% products of total Consumer grew substantially Packaged in Goods the last (CPG) 5 years, market growth(3). Capital allocation in funds embracing Environmental, Social and Governance principles reached record numbers in the last few years(4). Digitalization Driving Massive Value and Changing Business Models Data the has cloud become -based enterprises’ platforms and most enabled valuable with asset new . Digital technologies transformation, including built AI, IoT, on drive mobile massive and robotics, business offer transformations companies across and new all industries business models, new opportunities with the scal to—ability, flexibility, turn, agility, are powering dynamism the heretofore movements infeasible to address . These the transformations, other megatrends in. Globalization Demand Global Perspectives and Execution in The Asia focus Pacific of the and global Latin growth America, has are been starting shifting to bring . Developing their economies countries, to particularly the forefront markets are of interlinked not only transitioning global trade to and more investments consumption flows -oriented . The emerging economies, are but prepared also starting and to able export to adapt capitals and and capitalize innovations on the . Enterprises evolving global that competitive landscape will be the winner of the 21st century. Sources: (2) (1) Report UN Framework of the UN Convention Economist on Network Climate for Change the UN- FCC/CP/2 75th Anniversary -15/L.9/Rev1—Sept . 2020 (4) (3) Blackrock New York University, – Sustainability: Stern The School tectonic of Business; shift transforming investing, Feb, 2020.


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Page 4 | GigCapital Company Overview GigCapital Mentor-Investor TMT PPE From Launch to Combination and Beyond uity GigCapital (PPE) is Global’s an expanded Mentor process -Investor designed with Private for the -to- Public industries Eq- a engaging SPAC, through with a prospective searching for target a business with a Letter combination -of-Intent target, (LOI) with Acquisition a technology Company focus, (SPAC) structured vehicle, as on regulated the Special by Purpose the SEC. ness and executing combination, a Definitive and mentoring Agreement the combined (DA), closing entity the to busi exe- -The entire process covers from the inception and the IPO of cute as a successful public growth company. P ASE P ASE 1 P ASE 2 P ASE 3 P ASE 4 Growth Inception Searching Engagement Closing & Exit phase 1: Inception | 2-3 MONTHS phase 3: Engagement | 1-3 MONTHS The Inception phase starts with forming the PPE™ execution Upon mutual interest with the potential combination target team tors, and of TMT launching experts, the entrepreneurs, Sponsorship LLC and team executive comprised opera of- by company, 4-6 weeks a LOI period is nominally to complete executed the due in 2--diligence 4 weeks, and followed exe- and TMT investment wealthy individuals, bankers. family offices, institutional investors, Agreement cute a definitive . GigCapital and mutually Global binding and its ecosystem Business Combination of partners have consistently demonstrated expedient Engagement phase IPO In addition book with to the balanced SEC filings, fundamental a key activity equity is that and of fixed creating income an execution across many transactions. investors. Upon the declaration by the SEC of the S-1 being 3-6 MONTHS effective, and start of the trading Inception on the phase stock completes exchange with . the IPO pricing Phase 4: Closing | GigCapital soned TMT Global’s investors, “IPO underwriters, in a Box” process research encompasses analysts, audi sea- -phase 2: Searching | 6-12 MONTHS that tors, of counsels, the completion IR, PR and of GAAP/PCAOB HR firms. The key audit gating and the factors filing are of In this phase, the PPE™ execution team screens thousands of TMT companies around the world and across diversified ver- an S-4 and becoming effective. technology ticals, meet- oriented with the owners entrepreneurial of financially leadership viable teams and pub and—To successfully close the combination, the PPE™ execution team secures the necessary financing, including the back-lic-listing-ready companies. stopping lenders and TMT equity fundamental investors, Subjects including financing avenues, rollover with public cur- as maintaining well as ensures the market the minimum -cap, providing listing conditions, the required including float rency, and strategic growth planning are key parts of the discussions with a potential target company’s leadership and owners. through minimum forward round-lot purchase shareholders agreements, . and securing the Phase 5: Growth & Exit | 2-5 YEARS participate Post-combination, actively selected at the newly members public of company’s GigCapital BOD Global and Strategic strategy, governance/compliance, Advisory Board, providing and continuous M&A advisory/guid financing,- ance for consolidation and growth.


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GigCapital Company Overview | Page 5 Data-Driven Target Identification & Efficient Engagements 1: Investment Criteria 3: Demonstrated Execution Seek technology leading with growth our deep categories domain in expertise sectors enabled by quality Speed and partners certainty of execution is essential to attract or Identify foreign the listed best companies available US in private those sectors and overseas private Extensive tional personal M&A contacts and public and company respect in experience, the community with excep — leverage Seek entrepreneurial public market owners for growth, / leadership rather than looking liquidity to Proven market operational experience for track the record public and market extensive strategy capital as an exit 4: Post Combination 2: Superior Sourcing Mentor-Investor™: identify, mentor, and recruit world-class Leverage the GigCapital Global pipeline talent and align incentives Management like Kaleyra, UpHealth reference or from Lightning previously eMotors announced deals, Participation in the BOD of public company (governance, law firm, auditor, etc.) Strong international capabilities and global experience Financing for SPAC overhang cleanup & growths Focus through on public partners combination looking to and move roll to -up, the and next not level cash out M&A opportunity identification and geographic market expansion Egagemet Tracig PUBLIC DATA Targets & : 1 Outreach Qualification Mutual Interests O I Due Diligence DA deSPAC SOURCES Contacts DB 10:1 2-3:1 4:1 O I Financials, Cap Table, Audit Status, Revenue, Exit Expectations, Profitability, etc. Comp Multiple, GigCapital Global, with over three years of SPAC operation, Ownership, has developed an infrastructure for capturing, screening, etc. and identifying high quality candidate targets, and an effi-gets cient of and interest supportive . This infrastructure process to engage supported and track screening the tar of—tinually 5000 targets expanding in GigCapital2 a pipeline of and high GigCapital3, potential, mutually while con in- -terested portfolio targets companies for .future PPE platforms and M&A by the


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Page 6 | GigCapital Company Overview A History of Success | CPaaS Kaleyra Becomes a Leading Global CPaaS Company GigCapital1 fund of $145M executed a successful combina- nology company to a US public-market traded entity. WLRQ ZLWK .DOH UD RQ )HEUXDU 7KH SURÆ“WDEOH DQG rapidly growing CPaaS company, rivaling Twillio, Kaleyra list- LJ&DSLWDO WHDP MRLQHG IRUFHV ZLWK .DOH UD PDQDJHPHQW ed on the New York Stock Exchange under the ticker symbol implementing its Mentor Investor™ methodology including ŏ./5Õ RQ 1RYHPEHU LJ&DSLWDO WHDP ZDV WKULOOHG BOD and Strategic Advisory Board active leadership with WR SDUWQHU ZLWK .DOH UD RXU Æ“UVW WUDQVDFWLRQ XVLQJ WKH 33(™ audit, governance and business and M&A strategy support. platform methodology, where GigCapital brought its man- The excellent synergy between GigCapital and Kaleyra teams agement’s well-recognized and decades-long technology lead to the successful acquisition of mGage, creating one public-market operational and entrepreneurial expertise to of the top-5 global CPaaS platform with positions in the US, enable the successful transition from late stage growth tech- /DW$P DQG $3$& Nov 2019 NYSE Secondary Inception S-1 Executed LOI MKT KLR Offering Kaleyra to Complete Acquisition of mGage GigAcquisition with Kaleyra MKT Cap $190M $45M MKT Cap $620M (before closing) 10/2017 12/2017 1/2019 2/2019 11/2019 5/2020 H1/2021 Dec 2017 Executed SPA GigCapital Mentor Investor NYSE GIG with Kaleyra Active BOD, Strategic Advisory Board, M&A Advisory $145M IPO GigCapital1 Case Study Kaleyra to Complete Acquisition of mGage Pro Forma Combined Revenue by Geography (1) $IWHU RQH HDU RI MRLQW ZRUN EHWZHHQ WKH LJ&DSLWDO DQG Kaleyra management teams, as part of GigCapital Mentor APAC Investor™ PHWKRGRORJ .DOH UD VLJQHG D GHÆ“QLWLYH DJUHHPHQW 18% to acquire mGage, a global mobile engagement provider. RoW The acquisition will expand existing US customer base and Europe 18% R&D footprint, network operator connections, with highly 33% realizable cost synergies and cross-selling opportunities. Such combination results in Pro Forma Revenue of $361M, 26.5% North America Gross Margin and an EBITDA of $45M. mGage offers best of breed mobile engagement solution and 31% Tier 1 connectivity, allowing enterprise clients to effectively engage with their customers through all mobile channels for a variety of use cases such as customer care, service alerts, multi[1]factor authentication and more. mGage is the perfect VWUDWHJLF Æ“W DOLJQHG ZLWK .DOH UDōV FRPPLWPHQW WR WKH LQYHVWRUV at the combination with GigCapital1. Kaleyra + mGage Combination Highlights (2) 23% 44B 13% 22% PF 2019A-2021E KLR + mGage 2021E EBITDA PF 2019A-2021E Adj. EBITDA 150+ Message Volume Margin Revenue CAG in 2019 3,800+ 550+ CAG R R Countries Territories and Global Employees Customers Worldwide Served Sources: (1) (2) Kaleyra & mGage Combination – Investor presentation February 2021


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GigCapital Company Overview | Page 7 A History of Success | Digital Health GigCapital2 to Combine with UpHealth and Cloudbreak to Create a 8QLÆ“HG DQG 3URÆ“WDEOH OREDO ‘LJLWDO +HDOWK &RPSDQ GigCapital2 PPE™ 63$& RI 0 H[HFXWHG D IDVW SDFHG EXVL- ate healthcare entrepreneurs of UpHealth and Cloudbreak, ness combination agreement with UpHealth and Cloudbreak for our second transaction using the PPE platform method-in Nov. 2020, with the plan of closing the combination in the ology, where GigCapital Global will bring its management’s VW KDOI RI &RPSULVLQJ D WRWDO RI VL[ SURÆ“WDEOH DQG UDS- well-recognized and decades-long expertise to enable the idly growing healthcare companies in digital and telehealth, successful transition of six late stage growth, complementary digital pharmacy, and behavioral health, the combined com- KHDOWKFDUH WHFKQRORJ FRPSDQLHV WR D XQLÆ“HG 86 SXEOLF PDU-pany UpHealth Holdings, Inc. will list on the New York Stock ket traded entity. Moving into the public arena will represent Exchange under the ticker symbol “UPH”. D PDMRU PLOHVWRQH WR ODXQFK WKH XQLÆ“HG 8S+HDOWK JOREDO HFR-system and fuel the next phase of explosive growth within the The GigCapital2 team was thrilled to partner with the passion- expanding Digital Health market. GigCapital2 ([HFXWHG %&$V ZLWK Inception $173M IPO, 8S+HDOWK &ORXGEUHDN GigCapital2 NYSE: GIX % (9 NYSE: UPH 2/2019 5/2019 6/2019 Target Search & Engagements 11/2020 Q1/2021 1H/2021 6(& &RQÆ“GHQWLDO 6 )LOLQJ ZLWK 6(& Review Complete, S-1 Open Filing GigCapital2 Case Study Enabling Healthier Communities Working with UpHealth Integrated Care Management $710B and Cloudbreak for Total annual Medicare spend on chronic diseases Successful Combination 6LPSOLÆ“HG digital front door, connecting evidence-based care, The entrepreneurial management teams that will make up ZRUNŴRZV DQG VHUYLFHV UpHealth (itself the intended combination of 5 companies; Global Telehealth Digital Pharmacy $61B $500B some of which have already occurred) and Cloudbreak con- Global in 2019 market U.S. Drug Market Prescription sistently delivered innovative technologies and services, JOREDO UHYHQXH JURZWK DQG SURÆ“WDELOLW DV LQGHSHQGHQW Transforming Behavioral Health $100B Care Delivery Additional Spend in 2020 U.S. Behavioral and 2021 caused Health FRPSDQLHV $V D XQLÆ“HG SXEOLF FRPSDQ 8S+HDOWK +ROGLQJV will have a strong capital structure and great latitude to ex- by COVID FHO DQG DFKLHYH LWV SURMHFWHG DFFHOHUDWHG Æ“QDQFLDO JURZWK E organic and strategic means. Members of GigCapital Glob- DOōV PDQDJHPHQW ZLOO MRLQ 8S+HDOWKōV %RDUG RI ‘LUHFWRUV DQG Strategic Advisory Board, as per our Mentor Investor charter, and continue to provide audit, governance, business support, and work closely with UpHealth’s management team to integrate complementary products/services and accelerate business growth.


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Page 8 | GigCapital Company Overview A History of Success | Reducing the Carbon Footprint Lightning eMotors to Merge with GigCapital3 to Lead the Class 3-7 Urban Commercial Zero Emission Vehicles (ZEV) Market GigCapital3 PPE™ SPAC of $200M is thrilled to partner with FRPSDQ /LJKWQLQJ H0RWRUV ZLOO KDYH D VWURQJ FDSLWDO VWUXF- /LJKWQLQJ H0RWRUV ZKHUH LJ&DSLWDO EULQJV LWV PDQDJH- ture to invest in capacity expansion and additional technology ment’s well-recognized and decades-long technology pub- development, both organically and through acquisitions, to lic-market operational and entrepreneurial expertise to en- become an international ZEV industry leader. able the successful transition of a high-growth EV company to a publicly traded entity. 7KH FRPELQDWLRQ RI /LJKWQLQJ H0RWRUV DQG LJ&DSLWDO ZLOO bring unique, attractive, and promising opportunities to all /LJKWQLQJ H0RWRUV KDV VXFFHVVIXOO EXLOW RXW D SURSULHWDU stockholders and stakeholders, while substantiating our com-FRVW HIÆ“FLHQW VFDODEOH PRGXODU DUFKLWHFWXUH ZKLFK LV SURWHFW- mitment to support one of the highest impact megatrends of ed by robust IP that is far ahead of its competition. As a public RXU OLIHWLPH HOHFWULGFDWLRQ RI PRELOLW VROXWLRQV GigCapital3 Executed BCA with Inception $200M IPO, Lightning eMotors GigCapital3 NYSE: GIK $800M EV NYSE: ZEV 1/2020 2/2020 5/2020 Target Search & Engagements 12/2020 1H/2021 SEC S-1 S-4 Filing Open Filing with SEC CLASS 3 GigCapital3 Case Study Innovative Financing for Lightning eMotors 7 S C L Amidst the frenzied pace of EV companies going public in 2020, A S A S L S LJ&DSLWDO OREDO OHDGHUVKLS RUFKHVWUDWHG D Æ“UVW RI LWV NLQG Æ“QDQF- C 4 LQJ SDFNDJH WR HQVXUH VXFFHVVIXO GH63$& SURYLGLQJ /LJKWQLQJ eMotors with a strong capital structure to execute its growth plan following the planned closed of the business combination. Mem- EHUV RI WKH LJ&DSLWDO OREDO WHDP ZLOO MRLQ WKH /LJKWQLQJ H0RWRUV Board of Directors and Strategic Advisory Board, and work closely ZLWK /LJKWQLQJ H0RWRUōV PDQDJHPHQW WHDP WR SURYLGH FRQWLQXHG VXSSRUW DQG JXLGDQFH RQ DXGLW JRYHUQDQFH Æ“QDQFLQJ 0$ LQ DF- CL5 celerating its growth. AS A S S S 6 L C Lightning eMotors Company Highlights Strategic Modular $67B Partnerships Architecture TAM(1) Only Full-Range Scalable and 2 Year Head Across Multiple Manufacturer 10 Years IP Protected Start in Customer End Markets $2.0B Projected R&D Validation Revenue in 2025 Ahead of 120 Vehicles on the Road With Visibility to $1B the Game Revenue Based on 1,500 Vehicles on Order Current Contract Pipeline


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GigCapital Company Overview | Page 9 Looking to the Future LJ&DSLWDO OREDO WR &RQWLQXH /DXQFKLQJ DQG ‘ULYLQJ 33( )XQGV 1RY Signed Closed Combination Secondary Kaleyra to Complete Acquisition of mGage $145M IPO GHGQLWLYH 63$ with Kaleyra Offering MKT Cap $620M NYSE: GIG with Kaleyra NYSE: KLR $45M (before closing) 12/2017 2/2019 11/2019 5/2020 1H/202 21 Combinations will close Signed BCAs with UpHealth/Cloudbreak $175M IPO with UpHealth NYSE: UPH NYSE: GIX & Cloudbreak 6/2019 11/2020 1H/2021 The rich, existing pipeline from three years of GigCapital Signed BCA Combination with Lighning will eMotors close Global search, in particular the actionable large funnel $200M IPO with Lightning NYSE: ZEV NYSE: GIK eMotors from GigCapital2 and GigCapital3 searches, anchors 5/2020 12/2020 1H/2021 the inception of additional PPE funds. GigCapital Global’s team will remain focused on TMT and ESG sectors, embracing today’s Digital Transformation and Sustain- $360M IPO able Development Goals, to shape a better society and NASDAQ: GIG healthier environment. 2/2021 2017 2018 2019 2020 2021 Our Proven Leadership Team The GigCapital Global team is a very experienced group of technical experts and industry renowned and respected entrepreneurs and executives comprising former CEOs, se- thought-leaders that bring expertise and insights across all QLRU OHYHO FRUSRUDWH Æ“QDQFH DQG 6(& DFFRXQWLQJ H[HFXWLYHV aspects of company management. Dr. Avi Katz Dr. Raluca Dinu Neil Miotto Founding Managing Partner GigCapital Global Founding Managing Partner GigCapital Global Partner, GigCapital Global CEO, GigCapital3 CEO, President, GigCapital2 BOD Member, GigCapital2, 3 Executive Chairman, GigCapital2, 3 BOD Member, GigCapital2, 3 Brad Weightman Peter Wang Andrea Betti-Berutto 93 DQG &KLHI )LQDQFLDO 2IÆ“FHU Chief Technical Advisor SW, GigCapital Global Chief Technical Advisor HW, GigCapital Global GigCapital2, 3 BOD Member, GigCapital3 BOD Member, GigCapital3


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Certain statements in this company overview may constitute forward-looking statements for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future. Any statements contained herein that DUH QRW VWDWHPHQWV RI KLVWRULFDO IDFW PD EH GHHPHG WR EH IRUZDUG ORRNLQJ VWDWHPHQWV ,Q DGGLWLRQ DQ VWDWHPHQWV WKDW UHIHU WR SURMHFWLRQV IRUHFDVWV RU RWKHU FKDUDFWHUL]DWLRQV RI IXWXUH events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” ŏPLJKW Ő ŏSODQ Ő ŏSRVVLEOH Ő ŏSRWHQWLDO Ő ŏSUHGLFW Ő ŏSURMHFW Ő ŏVKRXOG Ő ŏZRXOGŐ DQG VLPLODU H[SUHVVLRQV PD LGHQWLI IRUZDUG ORRNLQJ VWDWHPHQWV EXW WKH DEVHQFH RI WKHVH ZRUGV GRHV QRW mean that a statement is not forward-looking. The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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, without limitation, statements about: searching for, engaging with and completing initial business combinations; our success in UHWDLQLQJ RU UHFUXLWLQJ RU FKDQJHV UHTXLUHG LQ RXU RIÆ“FHUV NH HPSOR HHV RU GLUHFWRUV IROORZLQJ LQLWLDO EXVLQHVV FRPELQDWLRQV RXU H[HFXWLYH RIÆ“FHUV DQG GLUHFWRUV DOORFDWLQJ WKHLU WLPH WR RWKHU EXVLQHVVHV DQG SRWHQWLDOO KDYLQJ FRQŴLFWV RI LQWHUHVW ZLWK RXU EXVLQHVV RU LQ DSSURYLQJ LQLWLDO EXVLQHVV FRPELQDWLRQV DV D UHVXOW RI ZKLFK WKH ZRXOG WKHQ UHFHLYH H[SHQVH UHLPEXUVH-PHQWV RXU SRRO RI SURVSHFWLYH WDUJHW EXVLQHVVHV LQFOXGLQJ WKHLU LQGXVWU DQG JHRJUDSKLF ORFDWLRQ DQG WKH DELOLW RI RXU H[HFXWLYH RIÆ“FHUV DQG GLUHFWRUV WR JHQHUDWH D QXPEHU RI SRWHQWLDO investment opportunities. 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 WKRVH SURMHFWHG LQ WKHVH IRUZDUG ORRNLQJ VWDWHPHQWV :H XQGHUWDNH QR REOLJDWLRQ WR XSGDWH RU UHYLVH DQ IRUZDUG ORRNLQJ VWDWHPHQWV ZKHWKHU DV D UHVXOW RI QHZ LQIRUPDWLRQ IXWXUH HYHQWV or otherwise, except as may be required under applicable securities laws. ŏ3ULYDWH WR 3XEOLF (TXLW 33( Ő DQG ŏ0HQWRU ,QYHVWRUŐ DUH WUDGHPDUNV RI LJ)RXQGHUV //& XVHG SXUVXDQW WR DJUHHPHQW Contact Us HEADQUARTERS (PEDUFDGHUR 5RDG 6XLWH 3DOR $OWR &$ P: E: info@gigcapitalglobal.com www.gigcapitalglobal.com www.gigcapital2.com www.gigcapital3.com www.gigcapital4.com ©2021 GigCapital, Inc.


Additional Information and Where to Find It

GigCapital2 filed a registration statement on Form S-4 (File No. 333-252824), which includes a prospectus with respect to UpHealth’s and Cloudbreak’s securities to be issued in connection with the business combinations and a proxy statement with respect to GigCapital2’s stockholder meeting to vote on the business combination (as amended, the “GigCapital2 proxy statement/prospectus”), with the U.S. Securities and Exchange Commission (the “SEC”). UpHealth, Cloudbreak and GigCapital2 urge investors and other interested persons to read the GigCapital2 proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the business combination. The GigCapital2 proxy statement/prospectus and other relevant materials for the business combination will be mailed to stockholders of GigCapitl2 as of the record date established for voting on the business combination.

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, 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 Form 10-K filed with the SEC on March 30, 2020. 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.

No Offer or Solicitation

This communication shall neither 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 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