Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On November 23, 2020, GigCapital2 announced the pending merger of a series of integrated merger transactions.

On November 23, 2020, GigCapital2, announced that it executed the UpHealth Business Combination Agreement.

Also, on November 23, 2020, GigCapital2 announced that it executed the Cloudbreak Business Combination Agreement.

UpHealth has previously or contemporaneously entered into separate merger agreements with respect to the acquisitions by UpHealth of Behavioral Health Services, Innovations Group, Thrasys, TTC Healthcare, and a share purchase agreement providing for the purchase of 90% or more of the equity interests of Glocal. All of these entities have been acquired or are probable of being acquired under US GAAP and are therefore included in the pro forma financial statements contained herein. UpHealth has consummated the mergers of Thrasys, Behavioral Health Services, TTC Healthcare, and Glocal and they are included in the UpHealth consolidated financial statements as of March 31, 2021. The unaudited statements of operations for TTC Healthcare presented through January 24, 2021, the TTC Healthcare acquisition date, and the unaudited statements of operations for Glocal presented through March 25, 2021, the Glocal acquisition date, are shown separately, as only the activity after the acquisition date are included in the UpHealth results.

The UpHealth Business Combination Agreement

Pursuant to the terms of the UpHealth Business Combination Agreement, GigCapital2 will acquire UpHealth through the statutory merger of UpHealth Merger Sub with and into UpHealth, with UpHealth surviving the merger as a wholly owned subsidiary of GigCapital2. At the effective time of the UpHealth Business Combination, each share of UpHealth common stock will be canceled and converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Exchange Ratio. The Exchange Ratio will be equal to the Aggregate Merger Consideration divided by the sum of the aggregate number of shares of UpHealth common stock issued and outstanding immediately prior to the effective time of the UpHealth Merger. The Aggregate Merger Consideration shall not exceed 99,000,000 shares of GigCapital2 Common Stock, subject to certain adjustments, less the Thrasys Incentive Amount. UpHealth has previously entered into a share purchase agreement providing for the purchase of 90% or more of the equity interests of Glocal, with the UpHealth Business Combination Agreement providing for a purchase price adjustment for every 1% less than 90% of the equity interests that is owned by UpHealth upon the Closing. UpHealth as of the date of entry into the UpHealth Business Combination Agreement owned approximately 43% of the equity interests of Glocal. On March 26, 2021, UpHealth acquired an additional 46% of the equity interests of Glocal, and as a result, now owns 89% of the equity interests of Glocal. The Aggregate Merger Consideration may be reduced by certain share thresholds if the Glocal acquisitions at the 90% threshold is not completed. On April 27, 2021, UpHealth consummated the merger of Innovations Group.

The Cloudbreak Business Combination Agreement

Pursuant to the terms of the Cloudbreak Business Combination Agreement (and any terms used in this paragraph that are not otherwise defined are as defined in the Cloudbreak Business Combination Agreement), GigCapital2 will acquire Cloudbreak through the statutory merger of Cloudbreak Merger Sub with and into Cloudbreak, with Cloudbreak surviving the merger as a wholly owned subsidiary of GigCapital2. At the effective time of the Cloudbreak Business Combination: (i) each Cloudbreak Unit (and the membership interests represented thereby) issued and outstanding immediately prior to the Closing shall be converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Common Unit Exchange Ratio; (ii) each Series A Preferred Unit (and the membership interests represented thereby) issued and outstanding immediately prior to the Closing shall be converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Preferred Unit Exchange Ratio (in addition to any

 

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Business Combination Share Adjustment to which each Series A Preferred Unit is entitled); and (iii) each option that is outstanding and unexercised immediately prior to the Closing, whether vested or unvested, shall be assumed by GigCapital2 and converted into an option to purchase a number of shares of GigCapital2 Common Stock in an amount set forth on the Allocation Schedule, which amount shall be equal to the product of (a) the number of Cloudbreak Units subject to such option, multiplied by (b) the Common Unit Exchange Ratio. Each holder of Exchanged Options shall also be entitled to any Business Combination Share Adjustment made pursuant to the Cloudbreak Business Combination Agreement. Additionally, immediately prior to the Closing each common warrant shall convert into Common Units in accordance with their terms. The aggregate number of shares of GigCapital2 Common Stock issuable at the Closing, and upon the exercise of all Exchanged Options on a net exercise basis, shall equal 11,500,000 shares of GigCapital2 Common Stock.

Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” (“ASC 805”) with the Company treated as the legal acquirer. Under ASC 805, UpHealth was determined to be the ultimate accounting acquirer for the UpHealth mergers. The following tables set forth an unaudited pro forma condensed combined balance sheet as of March 31, 2021, and unaudited proforma condensed combined statements of operations for the three months ended March 31, 2021, and the twelve months ended December 31, 2020 (as adjusted for conforming presentation periods for Glocal, a March 31 year-end).

The unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives effect to the Acquisition as if it had occurred on that date. The pro forma balance sheet data is derived from the unaudited historical financial statements of GigCapital2 and the unaudited historical financial statements of the Merger entities as of March 31, 2021. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021, and the twelve months ended December 31, 2020, have been prepared to illustrate the effects of the Acquisition, as if it had occurred on January 1, 2020. The pro forma condensed combined statements of operations are derived from the unaudited financial statements of GigCapital2 for the three months ended March 31, 2021, the audited financial statements (as restated) of GigCapital2 for the year ended December 31, 2020, the unaudited financial statements of each of the UpHealth and Cloudbreak merger entities for the three months ended March 31, 2021, and the audited financial statements of each of the UpHealth and Cloudbreak merger entities for the year ended December 31, 2020.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined company. The unaudited pro forma condensed combined statements of operations reflect non- recurring transaction charges directly related to the Acquisition that the combined company has incurred in furtherance of consummation of the Acquisition, as well as transaction costs incurred, but not yet recorded, subsequent to March 31, 2021. Further, the tax rate used for these unaudited pro forma condensed combined financial statements is an estimated effective tax rate, which will likely vary from the actual effective rate in periods subsequent to the completion of the Acquisition.

The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what the combined company’s condensed consolidated financial position or results of operations actually would have been had the Acquisition been consummated prior to March 31, 2021, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company. The fair value of each of the Merger entities’ identifiable tangible and intangible assets acquired and liabilities assumed are based on preliminary estimates and are subject to adjustment as, and if, more information is obtained within twelve months of the consummation of the Mergers.

 

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As of the date of filing of this Form 8-K to which the following unaudited pro forma condensed combined financial statements are attached, the Company has not completed the detailed valuation work necessary to finalize the required estimated fair values of the Merger entities’ assets acquired and liabilities assumed and related allocation of purchase price. The purchase price allocation and related depreciation and amortization included in the unaudited pro forma condensed combined financial statements are preliminary and have been made solely for purposes of preparing these unaudited pro forma condensed combined financial statements. Management anticipates that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the date of completion of the Acquisition. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could have a material impact on the unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position. In addition, certain reclassifications have been made to the Merger entities’ historical financial statements to conform to the presentation used in the Company’s historical financial statements. Such reclassifications had no effect on the Merger entities’ previously reported financial position or results of operations.

The unaudited pro forma condensed combined financial statements do not include any adjustments for the anticipated benefits from cost savings or synergies of GigCapital2 and the merger entities’ operating as a combined company or for liabilities resulting from integration planning, as management is in the process of making these assessments. However, liabilities ultimately may be recorded for additional costs in subsequent periods related to all merger entity companies, including severance, relocation or retention costs related to employees of the merger entities, as well as other costs associated with integrating and/or restructuring the companies. The ultimate recognition of such costs and liabilities would affect amounts in the unaudited pro forma condensed combined financial statements, and such costs and liabilities could be material.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the:

 

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accompanying notes to the unaudited pro forma condensed combined financial statements;

 

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unaudited historical financial statements of the Company as of and for the three months ended March 31, 2021;

 

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audited historical financial statements (as restated) of the Company as of and for the year ended December 31, 2020;

 

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unaudited historical financial statements of the merger entities as of and for the three months ended March 31, 2021; and

 

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audited historical consolidated financial statements of the merger entities as of and for the year ended December 31, 2020 (twelve months ended March 31, 2020 for Glocal).

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENTS

AS OF MARCH 31, 2021

 

		UpHealth Holdings, Inc. and Subsidiaries				GigCapital2, Inc.				Pro Forma
		Pro Forma				Pro Forma				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
ASSETS
Current Assets:
Cash and cash equivalents		$	6,889,859			$	1,123,749			$	149,605,455				5(a)(1)			$	129,649,758
			–				–				(94,670,217	)			5(a)(2)				–
			–				–				28,500,000				5(a)(3)				–
			–				–				(113,799,088	)			5(a)(4)				–
			–				–				152,000,000				5(a)(5)				–
Restricted cash			576,260				–				–								576,260
Accounts receivable, net			19,254,368				6,082,241				–								25,336,609
Inventories, net			3,006,022				–				–								3,006,022
Accounts receivable, related parties			42,816				543				–								43,359
Prepaid expenses and other current assets			6,292,360				899,577				–								7,191,937
Total current assets			36,061,685				8,106,110				121,636,150								165,803,945
Cash and marketable securities, held in Trust Account			–				149,605,455				(149,605,455	)			5(a)(6)				–
Property, plant and equipment, net			48,874,130				1,986,707				–								50,860,837
Goodwill			457,901,032				136,712,710				–								594,613,742
Trade names			9,603,292				4,150,000				–								13,753,292
Developed technology			62,792,188				5,875,000				–								68,667,188
Customer relationships, net			9,759,375				5,875,000				–								15,634,375
Finance lease right-of-use asset			–				4,022,003				–								4,022,003
Other assets			887,153				1,057,123				–								1,944,276
Total assets		$	625,878,855			$	317,390,108			$	(27,969,305	)						$	915,299,659
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	6,117,977			$	2,917,831			$	30,872,660				5(a)(7)			$	39,908,468
Accounts payable, related parties			2,039,200				146,595				–								2,185,795
Revolving line of credit			9,148,776				15,000,000				–								24,148,776
Accrued liabilities			18,967,660				4,113,182				–								23,080,842
Seller notes			85,799,088				28,000,000				(113,799,088	)			5(a)(11)				–
Other current liabilities			908,141				–				17,513,825				5(a)(18)				18,421,966
Finance lease liability, current portion			–				2,358,123				–								2,358,123
Current portion of long-term debt			17,311,498				–				–								17,311,498
Current portion of derivative liabilities			–				–				38,597,749				5(a)(8)				38,597,749
Current portion of related party long-term debt			39,000				300,000				–								339,000
Current portion of paycheck protection program loan			1,545,400				2,394,419				–								3,939,819
Current portion of provide relief funds			734,604				–				–								734,604
Current portion of deferred revenue			575,963				31,139				–								607,102
Total current liabilities			143,187,307				55,261,289				(26,814,854	)							171,633,742
Warrant liability			–				425,625				1,573,883				5(a)(19)				1,999,508
Long-term debt, net of current maturities			14,111,181				–				–								14,111,181
Related party long-term debt, net of current discount and current portion			381,283				200,000				–								581,283
Convertible senior note			–				–				98,177,338				5(a)(9)				98,177,338
Debt discount			–				–				(8,000,000	)			5(a)(9)				(8,000,000	)

 

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		UpHealth Holdings, Inc. and Subsidiaries				GigCapital2, Inc.				Pro Forma
		Pro Forma				Pro Forma				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
Derivative liabilities, net of current portion			–				–				23,224,913				5(a)(10)				23,224,913
Paycheck protection program loan, net of current portion			–				303,681				–								303,681
Finance lease liability, net of current portion			–				1,664,737				–								1,664,737
Deferred tax liability			5,795,431				–				–								5,795,431
Other long-term obligations			166,189				–				–								166,189
Total liabilities			163,641,391				57,855,332				88,161,280								309,658,003
Common stock subject to possible redemption at $10.00 per share			–				140,608,190				(140,608,190	)			5(a)(12)				–
Stockholders’ Equity:
Common stock			902				575				10,284				5(a)(13)				11,761
Additional paid-in capital			450,693,714				123,696,326				45,937,973				5(a)(14)				624,959,707
			–				–				26,926,117				5(a)(15)
			–				–				(10,284	)			5(a)(13)
			–				–				(4,770,315	)			5(a)(16)
			–				–				(17,513,825	)			5(a)(18)
Accumulated deficit			(5,136,047	)			(4,770,315	)			4,770,315				5(a)(16)				(36,008,707	)
			–				–				(30,872,660	)			5(a)(17)				–
Accumulated other comprehensive loss			(1,158,787	)			–				–								(1,158,787	)
Noncontrolling interest			17,837,682				–				–								17,837,682
Total stockholders’ equity			462,237,464				118,926,586				24,477,605								605,641,656
Total liabilities and stockholders’ equity		$	625,878,855			$	317,390,108			$	(27,969,305	)						$	915,299,659

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENTS

AS OF MARCH 31, 2021

 

		UpHealth Holdings, Inc.				Innovations Group, Inc. and Subsidiaries				Pro Forma
		Historical March 31, 2021				Historical March 31, 2021				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
ASSETS
Current Assets:
Cash and cash equivalents		$	4,202,490			$	2,687,369			$	–							$	6,889,859
Restricted cash			576,260				–				–								576,260
Accounts receivable, net			19,207,713				46,655				–								19,254,368
Inventories, net			436,335				2,569,687				–								3,006,022
Accounts receivable, related parties			11,469				31,347				–								42,816
Prepaid expenses and other current assets			5,623,725				668,635				–								6,292,360
Total current assets			30,057,992				6,003,693				–								36,061,685
Property, plant and equipment, net			40,935,456				7,938,674				–								48,874,130
Goodwill			311,614,544				–				146,286,488				5(b)(1)				457,901,032
Trade names			7,928,292				–				1,675,000				5(b)(1)				9,603,292
Developed technology			48,092,188				–				14,700,000				5(b)(1)				62,792,188
Customer relationships, net			9,759,375				–				–								9,759,375
Other assets			864,876				22,277				–								887,153
Total assets		$	449,252,723			$	13,964,644			$	162,661,488							$	625,878,855
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	5,451,224			$	666,753			$	–								6,117,977
Accounts payable, related parties			2,039,200				–				–								2,039,200
Revolving line of credit and short term debt			9,148,776				–				–								9,148,776
Accrued liabilities			18,144,514				823,146				–								18,967,660
Seller notes			55,799,088				–				30,000,000				5(b)(5)				85,799,088
Other current liabilities			908,141				–				–								908,141
Current portion of long-term debt			17,195,885				115,613				–								17,311,498
Current portion of related party long-term debt			39,000				–				–								39,000
Current portion of paycheck protection program loan			1,545,400				–				–								1,545,400
Current portion of provider relief funds			734,604				–				–								734,604
Current portion of deferred revenue			422,958				153,005				–								575,963
Total current liabilities			111,428,790				1,758,517				30,000,000								143,187,307
Long-term debt, net of current maturities			10,148,634				3,962,547				–								14,111,181
Related party long-term debt, net of current discount and current portion			381,283				–				–								381,283
Deferred tax liability			5,795,431				–				–								5,795,431
Other long-term obligations			166,189				–				–								166,189
Total liabilities			127,920,327				5,721,064				30,000,000								163,641,391
Stockholders’ Equity:
Common stock			766				5,080				(5,080	)			5(b)(2)				902
			–				–				136				5(b)(3)
Additional paid-in capital			310,315,590				–				140,378,260				5(b)(4)				450,693,714
			–				–				(136	)			5(b)(3)
Accumulated deficit			(5,136,047	)			7,711,692				(7,711,692	)			5(b)(2)				(5,136,047	)
Accumulated other comprehensive loss			(1,158,787	)			–				–								(1,158,787	)
Noncontrolling interest			17,310,874				526,808				–								17,837,682
Total stockholders’ equity			321,332,396				8,243,580				132,661,488								462,237,464
Total liabilities and stockholders’ equity		$	449,252,723			$	13,964,644			$	162,661,488							$	625,878,855

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENTS

AS OF MARCH 31, 2021

 

		GigCapital2, Inc.				Cloudbreak Health, LLC and Subsidiaries				Pro Forma
		Historical March 31, 2021				Historical March 31, 2021				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
ASSETS
Current Assets:
Cash and cash equivalents		$	145,586			$	2,887,254			$	(1,909,091	)			5(c)(3)			$	1,123,749
Accounts receivable, net			–				6,082,241				–								6,082,241
Accounts receivable, related parties			543				–				–								543
Prepaid expenses and other current assets			44,832				854,745				–								899,577
Total current assets			190,961				9,824,240				(1,909,091	)							8,106,110
Cash and marketable securities, held in Trust Account			149,605,455				–				–								149,605,455
Property, plant and equipment, net			–				1,986,707				–								1,986,707
Goodwill			–				–				136,712,710				5(c)(1)				136,712,710
Trade names			–				–				4,150,000				5(c)(1)				4,150,000
Developed technology			–				4,730,144				1,144,856				5(c)(1)				5,875,000
Customer relationships, net			–				–				5,875,000				5(c)(1)				5,875,000
Operating lease right-of-use asset			–				4,599,491				(4,599,491	)			5(c)(2)				–
Finance lease right-of-use asset			–				4,022,003				–								4,022,003
Other assets			–				1,057,123				–								1,057,123
Total assets		$	149,796,416			$	26,219,708			$	141,373,984							$	317,390,108
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable			327,563				2,590,268				–								2,917,831
Accounts payable, related parties			146,595				–				–								146,595
Revolving line of credit			–				7,253,325				7,746,675				5(c)(3)				15,000,000
Accrued liabilities			2,988,440				1,124,742				–								4,113,182
Accrued interest			–				7,421,988				(7,421,988	)			5(c)(3)				–
Seller notes			–				–				28,000,000				5(c)(4)				28,000,000
Operating lease liability, current portion			–				1,041,754				(1,041,754	)			5(c)(2)				–
Finance lease liability, current portion			–				2,358,123				–								2,358,123
Current portion of long-term debt			–				13,302,545				(13,302,545	)			5(c)(3)				–
Current portion of related party long-term debt			300,000				10,000,000				(10,000,000	)			5(c)(3)				300,000
Current portion of paycheck protection program loan			–				2,394,419				–								2,394,419
Current portion of deferred revenue			–				31,139				–								31,139
Total current liabilities			3,762,598				47,518,303				3,980,388								55,261,289
Warrant liability			425,625				–				–								425,625
Related party long-term debt, net of current discount and current portion			–				200,000				–								200,000
Paycheck protection program loan, net of current portion			–				303,681				–								303,681
Cumulative preferred stock dividends			–				6,931,233				(6,931,233	)			5(c)(3)				–
Operating lease liability, net of current portion			–				4,243,040				(4,243,040	)			5(c)(2)				–
Finance lease liability, net of current portion			–				1,664,737				–								1,664,737
Total liabilities			4,188,223				60,860,994				(7,193,885	)							57,855,332
Common stock subject to possible redemption, 14,060,819 shares as of March 31, 2021 at a redemption value of $10.00 per share			140,608,190				–				–								140,608,190
Stockholders’ Equity (Deficit):
Common stock			575				–				–								575
Preferred stock			–				15,000,000				(15,000,000	)			5(c)(5)				–
Membership units			–				11,641,012				(11,641,012	)			5(c)(5)				–
Additional paid-in capital			9,769,743				–				–								123,696,326
			–				–				113,926,583				5(c)(6)
Accumulated deficit			(4,770,315	)			(61,282,298	)			61,282,298				5(c)(5)				(4,770,315	)
Total stockholders’ equity (deficit)			5,000,003				(34,641,286	)			148,567,869								118,926,586
Total liabilities and stockholders’ equity (deficit)		$	149,796,416			$	26,219,708			$	141,373,984								317,390,108

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

		UpHealth Holdings, Inc. and Subsidiaries				GigCapital2, Inc.				Pro Forma
		March 31, 2021				March 31, 2021				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
Revenues		$	22,655,224			$	7,952,873			$	–							$	30,608,097
Cost of goods and services (excluding depreciation and amortization)			10,166,181				3,379,613				–								13,545,794
Operating expenses
Selling, general and administrative			12,323,009				5,881,245				30,872,660				6(a)(1)				49,076,914
Research and development			1,569,948				–				–								1,569,948
Depreciation and amortization			4,023,580				1,047,236				–								5,070,817
			17,916,537				6,928,481				30,872,660								55,717,678
Operating loss			(5,427,494	)			(2,355,221	)			(30,872,660	)							(38,655,375	)
Other income (expense)
Interest expense			1,369,989				905,093				2,500,000				6(a)(2)				8,619,563
			–				–				3,463,528				6(a)(3)
			–				–				380,952				6(a)(4)
Other expense			5,193				(790,529	)			–								(785,336	)
Gain on consolidation of unconsolidated entity			(640,360	)			–				–								(640,360	)
Other income, net, including interest income and forgiveness of debt			(1,211,073	)			(286,489	)			–								(1,497,562	)
			(476,251	)			(171,925	)			6,344,481								5,696,305
Loss before income tax benefit (expense)			(4,951,243	)			(2,183,296	)			(37,217,140	)							(44,351,680	)
Income tax benefit (expense)			504,757				(3,258	)			–								501,499
Loss before net equity in earnings of affiliate			(4,446,486	)			(2,186,554	)			(37,217,140	)							(43,850,181	)
Equity in net earnings of affiliate			(560,662	)			–				–								(560,662	)
Net loss			(5,007,148	)			(2,186,554	)			(37,217,140	)							(44,410,843	)
Net income attributable to redeemable stockholders			–				576				–								576
Net loss attributable to noncontrolling interest			(56,173	)			–				–								(56,173	)
Net loss attributable to Company common stockholders		$	(4,950,975	)		$	(2,187,130	)		$	(37,217,140	)						$	(44,355,246	)
Net loss per share:
Basic and diluted		$	(0.55	)		$	(0.15	)										$	(0.38	)
Weighted average common shares outstanding:
Basic and diluted			9,018,555				14,329,625												117,605,472
Dividends declared per share		$	–			$	–											$	–

 

		3 Months Ended March 31, 2021
Weighted-average common shares outstanding, basic and diluted:
GigCapital2, Inc. weighted average shares outstanding (1)			5,751,496
Sale of additional GigCapital2, Inc. shares in conjunction with the Business Combination			3,000,000
GigCapital2, Inc. shares subject to redemption reclassified to equity (2)			4,687,252
Rights converted to shares upon business combination (3)			890,877
Shares issued to UpHealth Holdings, Inc. in business combination (4)			92,725,046
Shares issued to Cloudbreak Healthcare, LLC in business combination (5)			10,550,801
Weighted-average common shares outstanding, basic and diluted:			117,605,472
Percent of shares owned by GigCapital2, Inc.			12	%
Percent of shares owned by UpHealth Holdings, Inc.			79	%
Percent of shares owned by Cloudbreak Health, LLC.			9	%

 

(1)	Derived from the historical financial statements for the year ended March 31, 2021.

(2)	Shares subject to redemption are net of 9,373,567 cumulative shares redeemed.

(3)	Reflects the conversion at the time of the business combination of the outstanding Rights to shares at 1/20 share per Right.

(4)	Reflects exclusion of 4,660,266 contingent shares to be issued to UpHealth Holdings, Inc. in business combination upon award and vesting of Thrasys Incentive Amount restricted stock units.

(5)	Reflects exclusion of 949,199 exchange options exercisable into shares to be issued to Cloudbreak Health, LLC in business combination upon the exchange and exercise of the options.

 

8

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

		UpHealth Holdings, Inc.				TTC Healthcare, Inc. and Subsidiaries				Glocal Healthcare Systems Private Limited (India) and Subsidiaries				Innovations Group, Inc. and Subsidiaries				Pro Forma
		Historical March 31, 2021				Historical January 1 through January 24, 2021				Historical January 1 through March 25, 2021				Historical March 31, 2021				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
Revenues		$	12,815,280			$	559,383			$	2,256,364			$	7,024,197			$	–							$	22,655,224
Cost of goods and services (excluding depreciation and amortization)			5,886,840				724,299				220,953				3,334,089				–								10,166,181
Operating expenses
Selling, general and administrative			7,293,738				695,764				1,257,365				3,076,142				–				6(b)(1)				12,323,009
Research and development			1,569,948				–				–				–				–								1,569,948
Depreciation and amortization			904,043				8,323				387,098				133,488				2,590,628				6(b)(2)				4,023,580
			9,767,729				704,087				1,644,463				3,209,630				2,590,628								17,916,537
Operating loss			(2,839,289	)			(869,003	)			390,948				480,478				(2,590,628	)							(5,427,494	)
Other (income) expense
Interest expense			711,017				31,834				572,708				54,430				–								1,369,989
Other expense			–				–				–				5,193				–								5,193
Gain on consolidation of unconsolidated entity			(640,360	)			–				–				–				–								(640,360	)
Other income, net, including interest income and forgiveness of debt			(37,073	)			–				–				(1,174,000	)			–								(1,211,073	)
			33,584				31,834				572,708				(1,114,377	)			–								(476,251	)
Income (loss) before tax benefit (expense)			(2,872,873	)			(900,837	)			(181,760	)			1,594,855				(2,590,628	)							(4,951,243	)
Income tax benefit (expense)			406,082				222,255				(123,580	)			–				–								504,757
Income (loss) before net equity in earnings of affiliate			(2,466,791	)			(678,582	)			(305,340	)			1,594,855				(2,590,628	)							(4,446,486	)
Equity in net earnings of affiliate			(560,662	)			–				–				–				–								(560,662	)
Net income (loss)			(3,027,453	)			(678,582	)			(305,340	)			1,594,855				(2,590,628	)							(5,007,148	)
Net income (loss) attributable to noncontrolling interest			(77,839	)			7,040				(8,379	)			23,005				–								(56,173	)
Net income (loss) attributable to Company common stockholders		$	(2,949,614	)		$	(685,622	)		$	(296,961	)		$	1,571,850			$	(2,590,628	)						$	(4,950,975	)
Net income (loss) per share:
Basic and diluted		$	(0.42	)		$	(0.09	)		$	(0.06	)		$	3.31											$	(0.55	)
Weighted average common shares outstanding:
Basic and diluted			7,089,309				8,000,000				4,645,439				475,000				1,929,246				6(b)(3)				9,018,555
Dividends declared per share		$	–			$	–			$	–			$	–											$	–

 

9

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

		GigCapital2, Inc.				Cloudbreak Health, LLC and Subsidiaries				Pro Forma
		Historical March 31, 2021				Historical March 31, 2021				Transaction Accounting Adjustments				Note				Pro Forma Combined Company
Revenues		$	–			$	7,952,873			$	–							$	7,952,873
Cost of goods and services (excluding depreciation and amortization)			–				3,379,613				–								3,379,613
Operating expenses
Selling, general and administrative			1,624,076				4,257,169				–				6(c)(1)				5,881,245
Depreciation and amortization			–				1,309,034				(261,798	)			6(c)(2)				1,047,236
			1,624,076				5,566,203				(261,798	)							6,928,481
Operating loss			(1,624,076	)			(992,943	)			261,798								(2,355,221	)
Other (income) expense
Interest expense			–				905,093				–								905,093
Other (income) expense			(686,675	)			(103,854	)			–								(790,529	)
Other income, net, including interest income and forgiveness of debt			(4,070	)			(282,419	)			–								(286,489	)
			(690,745	)			518,820				–								(171,925	)
Income (loss) before income tax expense			(933,331	)			(1,511,763	)			261,798								(2,183,296	)
Income tax expense			(3,258	)			–				–								(3,258	)
Net income (loss)			(936,589	)			(1,511,763	)			261,798								(2,186,554	)
Net income attributable to redeemable stockholders			576				–				–								576
Net income (loss) attributable to Company common stockholders		$	(937,165	)		$	(1,511,763	)		$	261,798							$	(2,187,130	)
Net loss per share:
Basic and diluted		$	(0.16	)		$	(0.30	)										$	(0.15	)
Weighted average common shares/member units outstanding:
Basic and diluted			5,695,296				5,034,700				8,634,329				6(c)(3)				14,329,625
Dividends declared per share		$	–			$	–											$	–

 

10