GigCapital2, Inc. *

GigCapital2, Inc. *

Oct 19, 2020 by Roman Developer


ENTERPRISE VALUE: $1.35 billion

GigCapital2, Inc. proposes to combine with each of UpHealth Holdings, Inc. (“UpHealth”), one of the largest national and international digital healthcare providers, and Cloudbreak Health, LLC, (“Cloudbreak”), a leading unified telemedicine and video medical interpretation solutions provider, respectively, to form a combined entity that will create one of the only profitable, publicly traded, comprehensive global digital healthcare companies. Upon the closing of the transaction, the combined company will be named UpHealth, Inc. and will continue to be listed on the NYSE under the new ticker symbol “UPH”.

Following the combination, UpHealth will be a leading global digital healthcare company serving an entire spectrum of healthcare needs and will be established in fast growing sectors of the digital health industry. With its combinations, UpHealth is positioned to reshape healthcare across the continuum of care by providing a single, integrated platform of best-in-class technologies and tech-enabled services essential to personalized, affordable, and effective care. UpHealth’s multifaceted and integrated platform provides health systems, payors, and patients with a frictionless digital front door that connects evidence-based care, workflows, and services. Upon closing the pending mergers and the combination with Cloudbreak, UpHealth will be organized across four capabilities at the intersection of population health management and telehealth: Integrated Care Management, Global Telehealth, Digital Pharmacy, and Tech-enabled Behavioral Health.

Following the consummation of the transactions, UpHealth will have agreements to deliver digital healthcare in more than 10 countries globally. These various companies are expected to generate approximately $115 million in revenue and over $13 million of EBITDA in 2020 and following the combination, UpHealth expects to generate over $190 million in revenue and $24 million in EBITDA in 2021.

The business combinations are valuing the combined company at a combined pro forma enterprise value of approximately $1.35 billion. The proposed business combinations are expected to be completed in Q1 2021.

SUBSEQUENT EVENT – 6/4/21 (8-k link)

  • Kepos Alpha Master Fund L.P. (“KAF”), entered into a Forward Share 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.
  • 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.
  • 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.
  • 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.

SUBSEQUENT EVENT – 1/21/21 (8-k Link)

  • $285 million, announced 1/21/21. This private placement with certain institutional investors includes:
    • an aggregate of 3,000,000 shares of GigCapital2 common stock at $10.00 per share and
    • $255,000,000 of 5-year unsecured convertible notes, which shall bear interest at a rate of 6.25% per annum, and will be convertible into common shares of the combined company, UpHealth, Inc., at a conversion price of $11.50.




  • $285 million, announced 1/21/21. This private placement with certain institutional investors includes:
    • an aggregate of 3,000,000 shares of GigCapital2 common stock at $10.00 per share and
    • $255,000,000 of 5-year unsecured convertible notes, which shall bear interest at a rate of 6.25% per annum, and will be convertible into common shares of the combined company, UpHealth, Inc., at a conversion price of $11.50.


  • UpHealth and Cloudbreak are only required to consummate their respective combinations if GigCapital2 shall have an aggregate amount of cash and cash equivalents available from any sources of not less than $150,000,000.


  • Under the Cloudbreak BCA, Cloudbreak is allowed to terminate the Cloudbreak BCA if there is less than $125,000,000 of cash and cash equivalents in the Trust Account at any time prior to the Cloudbreak Closing.


  • Needham & Company serves as exclusive financial advisor to UpHealth.
  • Husch Blackwell LLP serves as legal counsel to UpHealth.
  • Plante Moran, PLLC serves as auditors to UpHealth.
  • Sidley Austin LLP serves as legal counsel to Cloudbreak.
  • Nomura Securities International, Inc. serves as Exclusive Financial and Capital Markets Advisor to GigCapital2.
  • DLA Piper LLP (US) serves as legal counsel to GigCapital2.
  • BPM LLP serves as auditors to GigCapital2.


Executive Officers

Avi S. Katz, 61
Executive Chairman of the Board, Secretary, President & CEO

Dr. Katz has spent nearly 32 years in international executive positions within the TMT industry working for privately held start-ups, middle-capcompanies and large enterprises. In these roles, Dr. Katz has been instrumental in launching and accelerating entities, building teams, large scale fund-raising, developing key alliances and technology partnerships, M&A activities, business development, financial management, global operations and sales and marketing. Dr. Katz is also the Chief Executive Officer and Executive Chairman of GIG1 (NYSE: GIG), a Private-to-Public Equity (PPE) company, also known as a blank check company or special purpose acquisition vehicle, incorporated in Delaware. On February 22, 2019, GIG1 entered into a stock purchase agreement to acquire Kaleyra. Kaleyra is a global company specialized in providing mobile messaging services for financial institutions and companies of all sizes. The Transaction is expected to close in the second half of 2019. Dr. Katz is also the Co-Founder and Executive Chairman of Cognizer, Inc., an artificial intelligence technology company formed in December 2018. Previously, Dr. Katz dedicated 10 years to developing and managing GigPeak (NYSE American: formerly GIG), originally known as GigOptix, Inc. From its inception in 2007 until its sale in 2017, GigPeak provided semiconductor integrated circuits (ICs) and software solutions for high-speed connectivity and video compression. While Dr. Katz was at GigPeak’s helm, the company completed 10 M&A deals. GigPeak was sold to Integrated Device Technology, Inc. (“IDT”) (Nasdaq: IDTI) for $250 million in cash in April 2017. From 2003 to 2005, Dr. Katz was the chief executive officer, president, and member of the Board of Directors of Intransa, Inc., which at the time provided full-featured, enterprise-class IP-based Storage Area Networks (SAN). From 2000 to 2003, Dr. Katz was the Chief Executive Officer of Equator Technologies. Equator Technologies sought to commercialize leading edge programmable media processing platform technology for the rapid design and deployment of digital media and imaging products. Equator Technologies was sold to Pixelworks, Inc. for $110 million in 2005. Dr. Katz has held several leadership positions over the span of his 30+ year career within the technology industry and has made numerous angel investments in high-tech companies around the world. In addition, Dr. Katz is a graduate of the Israeli Naval Academy and holds a B.Sc. and Ph.D. in Semiconductors Materials from the Technion (Israel Institute of Technology). He is a serial entrepreneur and long-time angel investor in the TMT sector, holds more than 70 U.S. and international patents, has published approximately 300 technical papers and is the editor of a number of technical books.

Raluca Dinu, 45
President and Chief Executive Officer

Since April 2017, Dr. Dinu has been the Vice President and General Manager of IDT’s Optical Interconnects Division. Prior to that, she held several executive-level positions at GigPeak, including Executive Vice President and Chief Operation Officer from 2008 until it was acquired by IDT in April 2017. From 2014 to 2017, Dr. Dinu was a member of the Board of Directors of Brazil-Photonics, in Campinas, Brazil, a joint venture that GigPeak established with the Centro de Pesquisa e Desenvolvimento em Telecomunicações (CPqD). From 2001 to 2008, Dr. Dinu was VP of Engineering at Lumera Corporation (“Lumera”) (NASDAQ: LMRA). Lumera was acquired by GigPeak in 2008. Dr. Dinu holds a B.Sc. in Physics and Ph.D. in Solid State Condensed Matter Physics from the University of Bucharest, and an Executive-MBA from Stanford University.

Brad Weightman
Chief Financial Officer

Mr. Weightman has more than 25 years of global finance and accounting experience with a combination of large, mid-sized, and small public and private companies in the Semiconductor, IoT, hardware, and software industries. Most recently, Mr. Weightman was Senior Business Controller at Integrated Device Technology, Inc. (NASDAQ IDTI), providing strategic and financial support for the General Manager and the division, prior to IDT being acquired by Renesas Electronics Corp. Previously, Mr. Weightman was Corporate Controller at GigPeak Inc. (NYSE GIG), formerly GigOptix, prior to GigPeak being acquired by IDT. Additionally, Mr. Weightman has held various finance and accounting positions at Echelon Corporation, an early developer of the IoT market, supporting company growth from early stages to a mid-sized public company, as well as large corporations such as AMD and Xerox. Mr. Weightman received a Bachelor of Science degree in Accounting from San Jose State University, and is a Certified Public Accountant in California (inactive).


Board of Directors

Neil Miotto, 73

Mr. Miotto is a financial consultant and a retired assurance partner of KPMG LLP (“KPMG”), where he was a partner for twenty-seven years until his retirement in September 2006. Since his retirement from KPMG, Mr. Miotto has provided high-level financial consulting services to companies in need of timely accounting assistance and in serving on public company boards. He is deemed to be a “audit committee financial expert” under SEC rules. While at KPMG, Mr. Miotto focused on serving large public companies, primarily semiconductor companies. Among the clients he served were National Semiconductor Corporation, Fairchild Semiconductor Corp, and nVIDIA Corporation. Mr. Miotto also served as an SEC reviewing partner while at KPMG. Mr. Miotto has been a member of the Board of Directors of GIG1 since October 2017. He is a member of the American Institute of Certified Public Accountants. He holds a Bachelor of Business Administration degree from Baruch College, of The City University of New York. He served on the Board of Directors of Micrel, Inc. prior to its acquisition in 2015, and on the Board of Directors of GigPeak from 2008 until its sale in April 2017.

John Mikulsky, 74

Mr. Mikulsky has been a member of the Board of Directors of GIG1 since December 2017. Mr. Mikulsky served as the Chief Executive Officer from 2016 to 2017, and as a director, from 2014 to 2017, of Traycer Diagnostic Systems, Inc. He previously served as President and Chief Executive Officer of Endwave Corporation from December 2009 until June 2011, when Endwave Corporation was acquired by GigPeak; subsequent to such acquisition, he served on the Board of Directors of GigPeak from 2011 until its sale in 2017. From May 1996 until November 2009, Mr. Mikulsky served Endwave Corporation in a multitude of capacities including Vice President of Product Development, Vice President of Marketing and Business Development and Chief Operating Officer. Prior to Endwave Corporation, Mr. Mikulsky worked as a Technology Manager for Balazs Analytical Laboratory, a provider of analytical services to the semiconductor and disk drive industries, from 1993 until 1996. Prior to 1993, Mr. Mikulsky worked at Raychem Corporation, most recently as a Division Manager for its Electronic Systems Division. Mr. Mikulsky holds a B.S. in electrical engineering from Marquette University, an M.S. in electrical engineering from Stanford University and an S.M. in Management from the Sloan School at the Massachusetts Institute of Technology.

Gil Frostig, 60

Mr. Frostig is a member of J-Angels Investment Group and also acts as an independent investor and adviser to start-up companies. Since 2018, he has served on the Technology Advisory Council for Benhamou Global Ventures. From 2013 to 2018, Mr. Frostig served as the Vice President of Engineering at Qualcomm Corporation, where he was in charge of Bluetooth and NFC Si components development, and part of the executive team of its WiFi product line, capturing the number one market share position for Access Points and Clients in enterprise and in retail. From 1983 to 2013, Mr. Frostig served as Vice President and General Manager at Intel Corp. (“Intel”). While at Intel, he managed all of the Ethernet (LAN) developments and products for client and server solutions, capturing the number one market share position in 1 Gbps Ethernet. Mr. Frostig led Intel’s foray into WiFi by developing and providing the WiFi solution for Intel’s Centrino platform, which started the global success of WiFi in general. Mr. Frostig received his B.Sc. in Electrical Engineering from the Technion, Israel Institute of Technology.

Peter Wang
Advisor- Software Chief Technical Officer

Mr. Wang is a managing partner of Optino Network LLC, a cross-border business strategy and technology transfer advisory service. He also serves on the Technology Advisory Council for Benhamou Global Ventures. Mr. Wang previously served as the founding President of CoolCloudz, an Infrastructure-as-a-Service company, and the Sr. Vice President and General Manager of the Cloud Storage Products Business Unit of UIT, in China between 2010 and 2012. Mr. Wang co-founded Retrevo Inc., a venture funded Web 2.0 vertical search company employing machine learning technology, and served as the Vice President of Engineering and Operations and Board director between late 2005 and 2009. Mr. Wang led the founding of Intransa Inc. and served as the founding President and Chairman of the Board in late 2000. Intransa Inc. was a pioneer IP SAN company in the storage industry, backed by prominent Silicon Valley venture capital firms. Through his tenure at Intransa Inc. through mid-2005, Mr. Wang not only served as the CTO and a Board director, but also as Vice President of Engineering and Marketing, driving global strategic partnerships, at different stages. Prior to Intransa Inc., Mr. Wang led the corporate Technology Development Center at 3Com Corp. and served in various leadership positions from 1995-2000. While at 3Com, Mr. Wang spear-headed wide ranging technology investigations, prototyping, cross-division technology strategies, and strategic and university research partnership efforts, on VoIP, high-speed networks, broadband and wireless access, intelligent infrastructure, and network appliances. Prior to 1995, Mr. Wang led advanced development of distributed computing technologies at TRW Space & Defense and received TRW Chairman’s Award for Innovation. Mr. Wang was instrumental in a number of IEEE 802, IETF and ANSI standards. He has been awarded over 20 US patents and has published a number of IEEE conferences and other journal papers. He holds MS in Management Sciences from Stanford University, MS in EECS from U.C. Berkeley, and BS in Electrical Engineering from Univ. of Michigan.

Andrea Betti-Berutto
Advisor – Hardware Chief Technical Officer

Mr. Betti-Berutto is a senior technologist and entrepreneur with more than 25 years of experience in RF and Optical Interconnect Systems and Components and RFIC Semiconductor technologies. Mr. Betti-Berutto was previously the Fellow of Optical Interconnect Business Units at Integrated Device Technology (IDT) (NASDAQ IDTI), which was acquired by Renesas Electronics Corp (TSE 6723:JP) in 2019. Mr. Betti-Berutto joined IDT through the acquisition of GigPeak Inc. (NYSE GIG), formerly GigOptix, and, where he served as Chief Technologist of the Business Unit, and led the integration of the of GigPeak technical team into IDT corporation. Previously, Mr. Betti-Berutto was Co-Founder of Iterra Communication, pioneer company in semiconductors for 40G new generation optical network, where he served as VP of Engineering for RF and Optical Communication product development and Member of Board of Directors. After a reorganization of iTerra, he co-founded GigOptix and, as Chief Technology Officer (CTO), led the growth of company technologies and product lines into 100/200G optical market, mmWave transceivers for future 5G network deployment and transceivers for sensing application. Together with the GigOptix CEO and Executive leadership team, Mr. Betti-Berutto drove the acquisition and integration of 10 companies and technologies. Before starting iTerra Communication venture he worked in various companies in microwave system and devices for Basestation and Space Communication such as Fujitsu (USA), European Space Agency (Netherlands) and Space Engineering SpA (Italy). Mr. Betti-Berutto is a very hands-on executive with large experience in product/technology and business roadmap definition, strategic initiatives, company re-organization, product development and NPI processes. He has published multiple papers in IEEE journals and conferences and owns US patents in the area of high-speed RF and Optical Integrated circuits. Mr. Betti-Berutto holds the degree of Electronic Engineer (MS) from University of Rome “La Sapienza” (Italy) with specialization in Electromagnetism.