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                             June 28, 2022

       Sanjay Shirodkar
       Partner
       DLA Piper LLP (US)
       500 Eighth Street, NW
       Washington, DC 20004

                                                        Re: UpHealth, Inc.
                                                            DEFA14A filed June
27, 2022
                                                            SEC File No.
1-38924

       Dear Mr. Shirodkar:

              We have reviewed your filing 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 these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       DEFA14A filed June 27, 2022

       General

   1.                                                   We note the following
statement in the press release dated June 27, 2022 included as an
                                                        exhibit to the DEFA14A:
"Despite the Conflicted Group   s repeated attempts to
                                                        discourage voting at
the Annual Meeting, more than 75% of the shares that were not
                                                        owned by members of the
Conflicted Group had submitted proxies as of the close of
                                                        business on Friday,
June 24." Rule 14a-9 prohibits false and misleading disclosure in a
                                                        proxy statement. The
Note to Rule 14a-9 provides examples of what may constitute false
                                                        or misleading
statements Among the examples is "claims made prior to a meeting
                                                        regarding the results
of a solicitation." See Note c. to Rule 14a-9. We believe the quoted
                                                        language raises serious
concerns under Rule 14a-9, in light of the fact that the quorum
                                                        matter is at the heart
of this contested solicitation and is central to the court challenge
                                                        which resulted in an
order enjoining the annual meeting. We believe the company should
                                                        make corrective
disclosure to address this and the other matters addressed in comments
                                                        below.
 Sanjay Shirodkar
DLA Piper LLP (US)
June 28, 2022
Page 2
2.       We note that the court has enjoined the annual meeting indefinitely,
pending litigation on
         the merits about whether the board members violated their fiduciary
duties in lowering the
         quorum requirement. A new date has not been set for the annual meeting
and it is unclear
         whether the record date will be changed. We further note the statement
in the press release
         that "shareholders do not need to take any action at this time." In
additional soliciting
         materials, disclose that shareholders who have submitted proxies to
the company may
         revoke them and that the quorum for the annual meeting when it is
ultimately held has not
         yet been determined.
3.       The company's definitive proxy statement filed May 31, 2022 contains
disclosure that the
         quorum for the annual meeting is one third of the outstanding shares.
However, as you
         note, the dissidents were successful in obtaining a preliminary
injunction preventing the
         annual meeting scheduled for June 28th on the grounds that lowering
the quorum
         requirement from a majority to one third of the shares may have
violated the directors'
         fiduciary duties. It is currently unknown when the annual meeting will
be held and what
         the quorum requirement will be when it is held. Please supplementally
advise whether
         you intend to use proxies previously submitted to the company at the
annual meeting
         when it is held and under what circumstances. For example, if the
record date for the
         annual meeting changes, will you seek to use previously-submitted
proxies? If the quorum
         for the annual meeting changes, will you seek to use
previously-submitted proxies and
         under what circumstances? Please supplementally tell us how you intend
to proceed
         including a cite to applicable federal proxy rules and appropriate
supporting analysis.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.



FirstName LastNameSanjay Shirodkar                            Sincerely,
Comapany NameDLA Piper LLP (US)
                                                              Division of
Corporation Finance
June 28, 2022 Page 2                                          Office of Mergers
& Acquisitions
FirstName LastName