United States securities and exchange commission logo
April 7, 2021
Raluca Dinu, Ph.D.
Chief Executive Officer and President
GigCapital2, Inc.
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
Re: GigCapital2, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 23,
2021
File No. 333-252824
Dear Dr. Dinu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
8, 2021 letter.
Amendment No.1 to Registration Statement on Form S-4 filed March 23,
2021
Organizational Structure, page 34
1. Please present the
information contained in the organizational chart in legible format.
Specifically, the Staff
is requesting that the font be larger, the introductory paragraph
included before the
chart include the names of each entity included in the chart and that
the lines from entities
clearly explain the relationship between the entities either by
additional narrative or
different lines explained via a key to the chart to be included below
the chart if necessary.
UpHealth Business Combination Consideration to the UpHealth
stockholders, page 37
2. We note your response
to prior comment 2 and reissue in part. Please revise your
Raluca Dinu, Ph.D.
FirstName LastNameRaluca Dinu, Ph.D.
GigCapital2, Inc.
Comapany
April NameGigCapital2, Inc.
7, 2021
April 27, 2021 Page 2
Page
FirstName LastName
disclosure regarding the consideration to the UpHealth stockholders on
page 37 to clarify
the consideration when you state, "each share of UpHealth capital
stock issued and
outstanding immediately prior to the effective time of the UpHealth
Business
Combination (other than shares owned by UpHealth as treasury stock or
dissenting shares)
will the UpHealth merger consideration, which aggregate amount,
together with all
payments made with respect to all vested UpHealth equity awards, shall
not exceed
99,000,000 shares of Company Common Stock, including shares issuable
in respect of
vested equity awards of UpHealth."
Risk Factors, page 63
3. We note your response to prior comment 8 and reissue in part. Please
disclose whether it
is the board s intent to resolicit stockholder approval if any of
the proposed combinations
or acquisitions would not be consummated. To the extent the board's
intent to resolicit
stockholder approval is limited to certain of the proposed
combinations or acquisitions,
please clearly describe or otherwise advise. We believe that
resolicitation is generally
required when parties waive material conditions to a proposed
combination or acquisition,
and such changes in the terms of the proposed combination or
acquisition, or the inability
to consummate one of the proposed combinations or acquisitions, render
the disclosure
that you previously provided to stockholders materially misleading.
The Company's proposed Second Amended and Restated Certificate of Incorporation
provides,
subject to limited exceptions, that the Court ..., page 125
4. We note your response to comment 12 and reissue. We note that your
risk factor here does
not appear to describe your exclusive forum provision in a manner that
is consistent with
your proposed amendment described on pages 256-258. In this regard, we
note that your
disclosure with respect to subsection (D) appears inconsistent. In
addition, it appears your
disclosure on the exclusive forum provision in the second paragraph on
page 256 is
inconsistent with the disclosure in your table on pages 257-258.
Unuadited Pro Forma Condensed Combined Financial Data, page 129
5. We have reviewed your response to comment 7. Please provide us with
the pre and post
merger ownership (shares and management) of UpHealth, Thrasys and
Behavioral Health
Services. It is unusual that a shell company would be considered the
accounting
acquirer. For reference see ASC 805-10-55-10 through 15.
Background of the UpHealth Business Combination, page 179
6. We note your prior response to comment 18 and reissue in part. Please
revise your
disclosure on the top of page 180 and 223 to disclose, if true, that
each unit offered in your
IPO "consisted of one share of Common Stock, one warrant to purchase
one share of
Common Stock and one right to receive one-twentieth of one share of
Common Stock
upon the completion of an initial business combination" or otherwise
advise.
Raluca Dinu, Ph.D.
GigCapital2, Inc.
April 7, 2021
Page 3
Business Overview, page 298
7. We note your response to prior comment 23 and revised disclosure on
page 300.
However, we still note your disclosure elsewhere that certain of the
companies you are
acquiring were only formed within the last five years. Please revise
your disclosure to
clarify how the "technologies of the companies that will be a part of
New UpHealth have
been developed for more than 10 years," given the recent formation of
some of the
companies who appear to be contributing technology to the combined,
New UpHealth, or
otherwise advise.
Global Telehealth - International, page 306
8. We note your response to prior comment 27 and reissue in part. We note
your disclosure
that "Glocal expects to perform approximately 10 million digital
encounters and tele
consults by 2022" is based on "[i]f existing contracts are fully
implemented." Please
update your disclosure to clarify what you mean when you state "if
existing contracts are
fully implemented." For example, revise your disclosure to discuss
whether or not the
contracts have minimum or maximum digital encounters and tele consults
for future years
or disclose any growth assumptions you are relying upon to project the
"10 million" figure
for 2022.
Thrasys's Management Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 342
9. You present pro forma information for the year-ended December 31,
2020, in order to
provide a comparable period to analyze Thrasys s results of
operations and liquidity and
capital resources. We are unable to recalculate the amounts that you
have presented in
your table. Please revise your disclosure to explain how the pro forma
presentation was
derived. This comment is also applicable to your pro forma information
presented for
BHS on page 393.
Liquidity and Capital Resources, page 344
FirstName LastNameRaluca Dinu, Ph.D.
10. You discuss "free cash," which appears to be the cash balance on the
face of your balance
Comapany
sheetNameGigCapital2,
as of each period. Inc.
Users of your financial statements may confuse
"free cash" with
April 7,"free
2021cash
Pageflow."
3 Please rename free cash to mitigate confusion.
FirstName LastName
Raluca Dinu, Ph.D.
FirstName LastNameRaluca Dinu, Ph.D.
GigCapital2, Inc.
Comapany
April NameGigCapital2, Inc.
7, 2021
April 47, 2021 Page 4
Page
FirstName LastName
You may contact Tracey McKoy at 202-551-3772 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jeffrey C. Selman, Esq.