SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of the Business Combinations, as the consideration related thereto has been included in the unit purchase price paid for by investors in our IPO. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours). We will not issue fractional shares upon conversion of the rights.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “GigCapital2” refer to GigCapital2, Inc., a Delaware corporation, and the term “post-combination company” refers to the Company following the consummation of the Business Combinations.

In this proxy statement/prospectus:

“Second Amended and Restated Certificate of Incorporation” means the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex C, which will become the post-combination company’s certificate of incorporation upon the approval of the Charter Amendment Proposals, assuming the consummation of the Business Combinations.

“applicable deadline” means March 10, 2021 (or such later date if we amend our current amended and restated certificate of incorporation again to further extend the time that we have to consummate a business combination).

“Board” or “Board of Directors” means the board of directors of the Company.

“Business Combinations” means the transactions contemplated by the Business Combination Agreements, including (i) the merger of UpHealth Merger Sub with and into UpHealth, with UpHealth continuing as the surviving company and (ii) the merger of Cloudbreak Merger Sub with and into Cloudbreak, with Cloudbreak continuing as the surviving company.

“Business Combination Agreements” means (i) that certain UpHealth Business Combination Agreement, dated as of November 20, 2020 (as subsequently amended and as it may be further amended from time to time), by and among Company, UpHealth Merger Sub and UpHealth and (ii) that certain Cloudbreak Business Combination Agreement, dated as of November 20, 2020, by and among Company, Cloudbreak Merger Sub and Cloudbreak.

“Bylaws” means our Bylaws, dated as of May 9, 2019.

“Closing” means the closing of the transactions contemplated by the Business Combination Agreements.

“Closing Date” means the date on which the Closing occurs.

“Convertible Note Investment” means the private placement pursuant to which the Convertible Note Investors have subscribed for the Convertible Notes for an aggregate purchase price of $255,000,000.

“Convertible Note Investors” means certain institutional investors that will invest in the Convertible Note Investment.

“Convertible Note Shares” means the 22,173,913 shares of Common Stock to be issued upon conversion of the Convertible Notes, in accordance with the terms and subject to the conditions of the Convertible Note Subscription Agreements and the Indenture.

“Convertible Note Subscription Agreements” means, collectively, those certain subscription agreements entered into on January 20, 2021, between the Company and certain investors, pursuant to which such Convertible Note Investors have agreed to purchase an aggregate of $255,000,000 in the Convertible Note Investment, and substantially in the form attached hereto as Annex J.

“Convertible Notes” means the 6.25% Convertible Senior Notes due 2026 and that are convertible into Convertible Note Shares at a conversion price of $11.50 per share.

“Cloudbreak” means Cloudbreak Health, LLC, a Delaware limited liability company and its subsidiaries.

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“Cloudbreak Business Combination Agreement” means that certain Business Combination Agreement, dated as of November 20, 2020, by and among the Company, Cloudbreak Merger Sub, Cloudbreak, UpHealth, Chirinjeev Kathuria, Mariya Pylypiv and Shareholder Representative Services LLC.

“Cloudbreak equity holder” means each holder of Cloudbreak Units or a vested equity award.

“Cloudbreak Maximum Share Consideration” means the aggregate maximum amount of merger consideration that the Company has agreed to pay Cloudbreak equity holders, consisting of 11,000,000 shares of Company Common Stock, including shares issuable in respect of vested equity awards of Cloudbreak.

“Cloudbreak Merger Sub” means Cloudbreak Merger Sub, LLC.

“Cloudbreak Units” means, collectively, the Common Units of Cloudbreak and the Series A Preferred Units of Cloudbreak.

“Cloudbreak Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement by and among the Company and certain of the Cloudbreak equity holders to be entered into at the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the shares of Common Stock of the Company, par value $0.0001 per share.

“Common Stock Consideration” means the Common Stock to be issued to UpHealth equity holders and the Cloudbreak equity holders at the Closing pursuant to the terms of the Business Combination Agreements.

“Company” means GigCapital2, Inc., a Delaware corporation.

“DGCL” means the General Corporation Law of the State of Delaware.

“DLA” means DLA Piper LLP (US), counsel to the Company.

“EarlyBird” means EarlyBirdCapital, Inc., the representative of the underwriters in our IPO.

“EBITDA” means earnings before interest, tax, depreciation and amortization.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension Amendment” means the amendment to our existing certificate of incorporation to extend the date by which the Company must consummate a Business Combination (the “Extension”) from December 10, 2020 to March 10, 2021 and which was approved at our annual meeting of stockholders on December 8, 2020.

“Founders” means the Sponsor, the EarlyBird Group and Northland Investment.

“GAAP” means Generally Accepted Accounting Principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Husch Plan” means the GigCapital2, Inc. 2021 Equity Incentive Plan.

“Indenture” means the indenture to be entered into in connection with the Closing between New UpHealth and Wilmington Trust, National Association, a national banking association, (the “Indenture Trustee”) in its capacity as trustee thereunder, in substantially the form attached as an exhibit to the Convertible Note Subscription Agreements.

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“Initial Stockholders” means the Founders and Northland.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means the Company’s initial public offering, consummated on June 10, 2019, through the sale of 15,000,000 public units at $11.50 per public unit.

“MacKenzie” means MacKenzie Partners, Inc., proxy solicitor to the Company.

“New UpHealth” means GigCapital2 immediately following the consummation of the Business Combinations and approval of the proposed Second Amended and Restated Certificate of Incorporation.

“New UpHealth Board” means New UpHealth’s board of directors following the consummation of the Business Combinations and the election of directors pursuant to Proposal No. 7 — The Election of Directors Proposal.

“New UpHealth Common Stock” means, following the consummation of the Business Combinations and approval of the proposed Second Amended and Restated Certificate of Incorporation, New UpHealth Common Stock, par value $0.0001 per share, as authorized under the proposed Second Amended and Restated Certificate of Incorporation.

“NYSE” means the New York Stock Exchange.

“Offering Shares” mean shares of Common Stock included as part of the public units sold in the IPO.

“PIPE Investment” means the private placement pursuant to which the PIPE Investor has subscribed for 3,000,000 shares of Common Stock at $10.00 per share, for an aggregate purchase price of $30,000,000.

“PIPE Investors” means certain institutional investors, including one of its underwriters from its initial public offering which also served as the placement agent for the PIPE, Oppenheimer & Co. Inc., that will invest in the PIPE Investment.

“PIPE Shares” means the 3,000,000 shares of Common Stock to be issued in the PIPE Investment.

“PIPE Subscription Agreements” means, collectively, those certain subscription agreements entered into on January 20, 2021, between the Company and certain investors, pursuant to which the PIPE Investors have agreed to purchase an aggregate of 3,000,000 shares of Common Stock in the PIPE Investment, and substantially in the form attached hereto as Annex I.

“Private Placement Shares” mean the shares of our Common Stock included in the Private Placement Units issued to our Founders in a private placement that closed prior to the IPO.

“Private Placement Units” mean the units, consisting of one share of Company Common Stock, one warrant to purchase one share of Company Common Stock, and one right to receive one-twentieth of one share of Company Common Stock, issued to our Founders in a private placement that closed prior to the IPO.

“Private Placement Warrants” means the warrants included in the Private Placement Units issued to our Founders in a private placement that closed prior to the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms.

“Private Underwriter Shares” means the shares of our Common Stock issued to Northland in a private placement that closed prior to the IPO.

“public rights” means the rights included in the public units issued in our IPO.

“public shares” means shares of Common Stock included in the public units issued in our IPO.

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“public stockholders” means holders of public shares, including our Initial Stockholders to the extent our Initial Stockholders hold public shares, provided, that our Initial Stockholders will be considered “public stockholders” only with respect to any public shares held by them.

“public units” means one unit, consisting of one public share of Company Common Stock, one warrant to purchase one share of Company Common Stock, and one right to receive one-twentieth of one share of Company Common Stock, issued in our IPO.

“public warrants” means the warrants included in the public units issued in the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms.

“Related Agreements” means the UpHealth Registration Rights and Lock-Up Agreement and the Cloudbreak Registration Rights and Lock-Up Agreement.

“rights” means the right to receive one-twentieth of one share of Common Stock.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sidley” means Sidley Austin LLP, counsel to Cloudbreak.

“Special Meeting” means the special meeting of the stockholders of the Company that is the subject of this proxy statement/prospectus.

“Sponsor” means GigAcquisitions2, LLC, a Delaware limited liability company.

“Thrasys Incentive Amount” means the aggregate amount of restricted stock units of GigCapital2 to be awarded to two individuals who are officers of UpHealth, and were shareholders of Thrasys prior to its merger with UpHealth, which will following the Closing, if he or she is a service provider to GigCapital2, UpHealth or any of the Company Subsidiaries as of the date of grant.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of the Company that holds the proceeds from the Company’s IPO and a portion of the proceeds from the sale of the Private Placement Warrants.

“Trustee” means Continental Stock Transfer & Trust Company.

“units” means the public units and the Private Placement Units.

“UpHealth” means UpHealth Holdings, Inc., a Delaware corporate and its subsidiaries.

“UpHealth Business Combination Agreement” means that certain Business Combination Agreement, dated as of November 20, 2020 (as subsequently amended and as it may be further amended from time to time), by and among Company, UpHealth Merger Sub and UpHealth.

“UpHealth Common Stock” means the common stock of UpHealth.

“UpHealth equity holder” means each holder of UpHealth capital stock or a vested equity award.

“UpHealth Maximum Share Consideration” means the aggregate maximum amount of merger consideration that the Company has agreed to pay UpHealth equity holders, consisting of 99,000,000 shares of Company Common Stock, including shares issuable in respect of vested equity awards of UpHealth.

“UpHealth Merger Sub” means UpHealth Merger Sub, Inc.

“UpHealth Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement to be entered into at the Closing between the Company and certain UpHealth equity holders.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combinations. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combinations and the voting procedures for the Special Meeting, which will be held on                 , 2021 at [10:00] [a][p].m., local time, via webcast [at https://[●]].

Q: Why am I receiving this proxy statement/prospectus?

A: You are being asked to consider and vote upon a proposal to adopt the Business Combination Agreements and approve the Business Combinations and transactions contemplated thereby, among other proposals. We have entered into the UpHealth Business Combination Agreement, pursuant to which the Company’s wholly owned subsidiary, UpHealth Merger Sub, will merge with and into UpHealth, with UpHealth surviving the merger. We have also entered into the Cloudbreak Business Combination Agreement, pursuant to which the Company’s wholly owned subsidiary, Cloudbreak Merger Sub, will merge with and into Cloudbreak, with Cloudbreak surviving the merger. Subject to the terms of the Business Combination Agreements and customary adjustments, at the effective time of the Business Combinations, each share of UpHealth and Cloudbreak, as applicable, capital stock issued and outstanding immediately prior to the effective time of the Business Combinations (other than shares owned by each of UpHealth and Cloudbreak as treasury stock or dissenting shares) will convert into a number of shares of Company Common Stock set forth in the Business Combination Agreements. A copy of the Business Combination Agreements are attached to this proxy statement/prospectus as Annexes A and B, as applicable.

In addition to the Business Combinations, there are related matters that we are asking you to approve. This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combinations and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q: When and where is the Special Meeting?

A: The Special Meeting will be held on                 , 2021 at [10:00] [a][p].m., local time, via webcast [at http://[●]]. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the Special Meeting by visiting http://[●] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement/prospectus. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

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Q: How can I attend and vote at the Special Meeting?

A: Any stockholder wishing to attend the virtual meeting should register for the meeting by                 , 2021. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our Common Stock:

Q: What are the specific proposals on which I am being asked to vote at the Special Meeting?

A: You are being asked to approve the following proposals:

1.     Proposal No. 1—The UpHealth Business Combination Proposal—To approve and adopt the UpHealth Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the merger of UpHealth Merger Sub with and into UpHealth, with UpHealth surviving the merger, and the issuance of Common Stock to UpHealth equity holders as merger consideration;

2.    Proposal No. 2—The Cloudbreak Business Combination Proposal—To approve and adopt the Cloudbreak Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex B, and approve the transactions contemplated thereby, including the merger of Cloudbreak Merger Sub with and into Cloudbreak, with Cloudbreak surviving the merger, and the issuance of Common Stock to Cloudbreak equity holders as merger consideration;

3.    Proposal No. 3—The NYSE Stock Issuance Proposal—To approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding Common Stock in connection with the Business Combinations, and the transactions contemplated by the PIPE Subscription Agreements and the Convertible Note Subscription Agreements, including up to 110,000,000 shares of Common Stock to UpHealth and Cloudbreak equity holders, 3,000,000 shares of Common Stock to the PIPE Investor and 22,173,913 shares of our Common Stock upon conversion of the Convertible Notes;

4.    Proposal No. 4—Classification of the Board of Directors Proposal—To adopt the classification of our board of directors into three classes of directors with staggered terms of office and to make certain related changes;

5.    Proposal No. 5A—Approval of Additional Amendments to Current Certificate of Incorporation in Connection with the Business Combinations Proposal - To approve certain additional changes, including but not limited to changing the post-combination company’s corporate name from “GigCapital2, Inc.” to

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“UpHealth, Inc.” and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company;

6.    Proposal No. 5B—Authorization of Exclusive Forum Provision Proposal—To authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

7.    Proposal No. 6—The Incentive Plan Proposal—To approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan;

8.    Proposal No. 7—Election of Directors Proposal - To elect the directors comprising the board of directors of New UpHealth; and

9.    Proposal No. 8—Adjournment Proposal—To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the UpHealth Business Combination Proposal, Cloudbreak Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal or the Election of Directors Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the UpHealth Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal or the Election of Directors Proposal.

Q: Are the proposals conditioned on one another?

A: Yes. The proposals in this proxy statement/prospectus (other than the Adjournment Proposal) are conditioned on the approval of the UpHealth Business Combination Proposal. Therefore, approval of the Cloudbreak Business Combination Proposal, NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal and the Election of Directors Proposal are conditioned upon stockholders’ approval of the UpHealth Business Combination Proposal. Moreover, the transactions contemplated by the Cloudbreak Business Combination Agreement will be consummated only if the UpHealth Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal and the Election of Directors Proposal are approved at the Special Meeting.

It is important for you to note that in the event that the UpHealth Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal or the Election of Directors Proposal do not receive the requisite vote for approval, we will not consummate the UpHealth Business Combination. It is also important for you to note that in the event that the Cloudbreak Business Combination Proposal does not receive the requisite vote for approval, we will not consummate the Cloudbreak Business Combination. If we do not consummate the Business Combinations and fail to complete an initial business combination by the applicable deadline, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Our current deadline under our current amended and restated certificate of incorporation to consummate the Business Combinations is March 10, 2021. However, on February 2, 2021, we filed a preliminary proxy statement to request that our stockholders approve a three month extension to June 10, 2021. The UpHealth Business Combination Agreement may be terminated and the UpHealth Business Combination may be abandoned by GigCapital2 or UpHealth, if the effective time of the UpHealth Business Combination has not occurred prior to March 31, 2021, provided, however, that if the SEC requires audited financial statements of UpHealth or any UpHealth Subsidiary for the year ended December 31, 2020 as a condition to the effectiveness of this Registration Statement, such date can be extended to a date subsequent to the availability of such financial statements and that is mutually agreed to by GigCapital2 and UpHealth. Similarly, the Cloudbreak Business Combination Agreement may be terminated and the Cloudbreak Business Combination may be abandoned if the effective time of the Cloudbreak Business Combination has not occurred prior to March 31, 2021, provided, however, that if the SEC requires audited financial statements of Cloudbreak for the year ended December 31, 2020 as a condition to the effectiveness of this Registration Statement, such date can be extended to May 14, 2021.

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Q: Why are we providing stockholders with the opportunity to vote on the Business Combinations?

A: Under our current amended and restated certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote, rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of each of the UpHealth Business Combination Proposal and the Cloudbreak Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing. The adoption of the Business Combination Agreements is required under Delaware law and the approval of the Business Combinations are required under our current amended and restated certificate of incorporation. In addition, such approval is also a condition to the Closing under each of the UpHealth Business Combination Agreement and the Cloudbreak Business Combination Agreement.

Q: What revenues and profits/losses has UpHealth generated in the last two years?

A: For the year ended December 31, 2019 and the nine months ended September 30, 2020, UpHealth had pro forma combined revenue of approximately $88,980,000 and operating income of approximately $5,825,000, and pro forma combined revenue of approximately $66,275,000 and operating income of approximately $1,418,000, respectively. For additional information, please see the sections entitled “Selected Unaudited Pro Forma Condensed Combined Financial Information” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Q: What revenues and profits/losses has Cloudbreak generated in the last two years?

A: For the years ended December 31, 2018 and 2019, Cloudbreak had revenue of $30,595,285 and net income of $(7,182,002), and revenue of $30,129,805 and net income of $(9,754,940), respectively. For additional information, please see the section entitled “Cloudbreak’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Cloudbreak’s financial statements attached to this proxy statement/prospectus.

Q: How will UpHealth be acquired in the UpHealth Business Combination?

A: Pursuant to the UpHealth Business Combination Agreement, UpHealth will become a wholly-owned subsidiary of the Company as a result of the Company’s wholly-owned subsidiary, UpHealth Merger Sub, merging with and into UpHealth, with UpHealth surviving the merger.

Q: How will Cloudbreak be acquired in the Cloudbreak Business Combination?

A: Pursuant to the Cloudbreak Business Combination Agreement, Cloudbreak will become a wholly-owned subsidiary of the Company as a result of the Company’s wholly owned subsidiary, Cloudbreak Merger Sub, merging with and into Cloudbreak, with Cloudbreak surviving the merger.

Q: Following the Business Combinations, will our securities continue to trade on a stock exchange?

A: Yes. We intend to apply to continue the listing of our Common Stock and warrants on the NYSE under the symbols “UPH” and “UPH.WS”, respectively, upon the Closing. Our units will automatically separate into the component securities upon consummation of the Business Combinations and, as a result, will no longer trade as a separate security.

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Q: How has the announcement of the Business Combinations affected the trading price of our Common Stock?

A: On November 23, 2020, the trading date immediately prior to the public announcement of the Business Combinations, our Common Stock, public warrants, public units and public rights closed at $10.09, $0.45, $10.21 and $0.23, respectively. On                 , 2021, the trading date immediately prior to the date of this proxy statement/prospectus, our Common Stock, public warrants, public units and public rights closed at $                , $                , $                 and $                , respectively.

Q: How will the Business Combinations impact the shares of the Company outstanding after the Business Combinations?

A: After the Business Combinations and the consummation of the transactions contemplated thereby, the amount of Common Stock outstanding will increase by approximately 595% to approximately 128,942,357 shares of Common Stock (assuming that no shares of Common Stock are redeemed). Additional shares of Common Stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including the issuance of shares of Common Stock upon exercise or settlement of the public warrants, Private Placement Warrants, options and RSUs issued in connection with the Business Combinations after the Business Combinations. The issuance and sale of such shares in the public market could adversely impact the market price of our Common Stock, even if our business is doing well.

Q: Are the Business Combinations the first step in a “going private” transaction?

A: No. We do not intend for the Business Combinations to be the first step in a “going private” transaction. One of the primary purposes of the Business Combinations are to provide a platform for each of UpHealth and Cloudbreak to access the U.S. public markets.

Q: Did the Company’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combinations?

A: No. The Company’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combinations. Accordingly, investors will be relying solely on the judgment of the Company’s board of directors in valuing each of UpHealth and Cloudbreak and assuming the risk that the Company’s board may not have properly valued the businesses. However, the Company’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combinations, the Company’s board of directors conducted significant due diligence on each of UpHealth and Cloudbreak. Based on the foregoing, the Company’s board of directors concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of the Company’s advisors, enabled it to make the necessary analyses and determinations regarding the Business Combinations, including that the Business Combinations were fair from a financial perspective to its stockholders and that collectively UpHealth’s and Cloudbreak’s fair market value was at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of the agreement to enter into the Business Combinations. There can be no assurance, however, that the Company’s board of directors was correct in its assessment of the Business Combinations.

Q: Will the management and board of directors of UpHealth and Cloudbreak change in the Business Combinations?

A: We anticipate that all of the executive officers of UpHealth and Cloudbreak will remain with the post-combination company. Upon completion of the Business Combinations, Dr. Katz will continue as the

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co-chairman of the board of the directors of the post-combination company; our current directors will resign from our Board (other than Dr. Katz, Dr. Raluca Dinu and Neil Miotto). The board of directors of the post-combination company will be comprised of Dr. Katz, Dr. Raluca Dinu, Dr. Chirinjeev Kathuria, Neil Miotto and Dr. Mariya Pylypiv and four additional independent directors (under NYSE rules) to be designated by a majority of Dr. Avi S. Katz, Dr. Raluca Dinu, Dr. Chirinjeev Kathuria and Dr. Mariya Pylypiv.

Q: What equity stake will current stockholders of the Company, the UpHealth equity holders and the Cloudbreak equity holders hold in the post-combination company after the Closing?

A: It is anticipated that, upon completion of the Business Combinations, assuming no redemptions: (i) the Company’s public stockholders will retain an ownership interest of approximately 13.6% in the post-combination company (not including shares beneficially owned by our Sponsor); (ii) the PIPE Investors will own approximately 2.32% of the post-combination company (such that public stockholders, including the PIPE Investors, will own approximately 15.92% of the post-combination company); (iii) our Initial Stockholders (including our Sponsor) will own approximately 3.90% of the post-combination company; (iv) the former UpHealth equity holders will own approximately 73.06% of the post-combination company, assuming $86,200,000 of cash is used to repurchase UpHealth shares and (v) the former Cloudbreak equity holders will own approximately 7.12% of the post-combination company, assuming no cash is used to repurchase Cloudbreak Units.

The ownership percentage with respect to the post-combination company following the Business Combinations does not take into account (i) warrants to purchase Common Stock that will remain outstanding immediately following the Business Combinations or (ii) conversion of the Convertible Notes into shares of Common Stock or (iii) the issuance of any shares upon completion of the Business Combinations under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex K. If the actual facts are different than these assumptions, the percentage ownership retained by the Company’s existing stockholders in the post-combination company will be different. For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus—Impact of the Business Combinations on the Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 6—The Incentive Plan Proposal.”

Q: Will we obtain new financing in connection with the Business Combinations?

A: Yes. The PIPE Investors have agreed to purchase 3,000,000 shares of Common Stock in the aggregate, for $30,000,000 of gross proceeds, pursuant to the PIPE Subscription Agreements. The PIPE Subscription Agreements are contingent upon, among other things, stockholder approval of the Business Combination Proposals and the Closing. For additional information, please see the sections entitled “Proposal No. 1—Approval of the UpHealth Business Combination—The UpHealth Business Combination Agreement” and “Proposal No. 2—Approval of the Cloudbreak Business Combination—The Cloudbreak Business Combination Agreement.”

Additionally, the Convertible Note Investors have agreed to purchase an aggregate of $255,000,000 of gross proceeds, pursuant to the Convertible Note Subscription Agreements. The Convertible Note Subscription Agreements are contingent upon, among other things, stockholder approval of the Business Combination Proposals and the Closing. For additional information, please see the sections entitled “Proposal No. 1—Approval of the UpHealth Business Combination—The UpHealth Business Combination Agreement” and “Proposal No. 2—Approval of the Cloudbreak Business Combination—The Cloudbreak Business Combination Agreement.”

Q: What conditions must be satisfied to complete the Business Combinations?

A: There are a number of closing conditions in the Business Combination Agreements, including the approval by the stockholders of the Company of the UpHealth Business Combination Proposal, the Cloudbreak Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the

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Incentive Plan Proposal and the Election of Directors Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combinations, please see the sections entitled “Proposal No. 1—Approval of the UpHealth Business Combination—The UpHealth Business Combination Agreement” and “Proposal No. 2—Approval of the Cloudbreak Business Combination—The Cloudbreak Business Combination Agreement”

Q: Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account, to fund the aggregate purchase price?

A: Unless waived by each of UpHealth and Cloudbreak, as applicable, the Business Combination Agreements provide that UpHealth’s and Cloudbreak’s obligations to consummate the Business Combinations are conditioned on the funds in the Trust Account being no less than an aggregate amount of $150,000,000. The PIPE Investors have agreed to purchase approximately 3,000,000 shares of Common Stock at $10.00 per share for gross proceeds to the Company of approximately $30,000,000 pursuant to PIPE Subscription Agreements entered into on January 20, 2021. Additionally, the Convertible Note Investors have agreed to purchase an aggregate amount of gross proceeds of $255,000,000 pursuant to the Convertible Note Subscription Agreements entered into on January 20, 2021. Each of the PIPE Investment and the Convertible Note Investment is contingent upon, among other things, stockholder approval of the Business Combination Proposals and the Closing. In addition, the Convertible Note Investment is also contingent upon there being, in addition to the aggregate amount of $150,000,000 in total funding available from any source, at least $50,000,000 of such funding from funds remaining in the Trust Account on the Closing after taking into account redemptions by the Company’s public stockholders (if any).

The Company will use the funds in the Trust Account to: (i) pay Company stockholders who properly exercise their redemption rights; and, provided that there are funds remaining after this payment, (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Business Combination Agreements in connection with the transactions contemplated by the Business Combination Agreements, including the Business Combinations, and pursuant to the terms of the Business Combination Agreements.

Q: Why is the Company proposing the NYSE Stock Issuance Proposal?

A: We are proposing the NYSE Stock Issuance Proposal in order to comply with NYSE Listing Rule 312.03, which requires stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of Common Stock outstanding before the issuance of stock or securities.

In connection with the Business Combinations, we expect to issue up to 110,000,000 shares of Common Stock in the Business Combinations, subject to certain adjustments and less the Thrasys Incentive Amount and the amounts into which the Exchanged Options are exchanged. Because we may issue 20% or more of our outstanding Common Stock when considering together the Common Stock Consideration, we are required to obtain stockholder approval of such issuance pursuant to NYSE Listing Rule 312.03(c). For more information, please see the section entitled “Proposal No. 3—The NYSE Stock Issuance Proposal.”

Q: Why is the Company proposing the Charter Amendment Proposals?

A: The Second Amended and Restated Certificate of Incorporation that we are asking our stockholders to adopt in connection with the Business Combinations (the “Charter Amendment Proposals”) provides for certain amendments to our current amended and restated certificate of incorporation. Pursuant to Delaware law and the Business Combination Agreements, we are required to submit the Charter Amendment Proposals to the Company’s stockholders for adoption. For additional information please see the sections entitled “Proposal No. 4—Classification of the Board of Directors Proposal” “Proposal No. 5A—Approval of Additional Amendments to Current Amended and Restated Certificate of Incorporation in Connection with the Business Combinations and “Proposal 5B—Authorization of Exclusive Forum Provision Proposal.”

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Q: Why is the Company proposing the Incentive Plan Proposal?

A: The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 6—The Incentive Plan Proposal” for additional information.

Q: Why is the Company proposing the Election of Directors Proposal?

A: The purpose of the Election of Directors Proposal is to elect the directors comprising the board of directors of New UpHealth after the Closing Date of the Business Combinations. For more information about the election of the individuals nominated to serve as directors of New UpHealth, please see the section entitled “Proposal No. 7—Election of Directors Proposal.”

Q: Why is the Company proposing the Adjournment Proposal?

A: We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the UpHealth Business Combination Proposal, the Cloudbreak Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal or the Election of Directors Proposal, but no other proposal if the UpHealth Business Combination Proposal, the NYSE Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal and the Election of Directors Proposal are approved. Please see the section entitled “Proposal No. 8—The Adjournment Proposal” for additional information.

Q: What happens if you sell your shares of Common Stock before the Special Meeting?

A: The record date for the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of Common Stock because you will no longer be able to deliver them two business days prior to the Special Meeting. If you transfer your shares of Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q: What constitutes a quorum at the Special Meeting?

A: A majority of the voting power of all outstanding shares of the capital stock of the Company entitled to vote must be present in person or by proxy (which would include presence at the virtual Special Meeting) to constitute a quorum for the transaction of business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own approximately 23% of our issued and outstanding shares of Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting,                  shares of our Common Stock would be required to achieve a quorum.

Q: What vote is required to approve the proposals presented at the Special Meeting?

A:    

Proposal 1—The UpHealth Business Combination Proposal: The approval of the UpHealth Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a Company

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stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the UpHealth Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the UpHealth Business Combination Proposal. Our Initial Stockholders have agreed to vote their shares of Common Stock “FOR” the UpHealth Business Combination Proposal.

Proposal 2—The Cloudbreak Business Combination Proposal: The approval of the Cloudbreak Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Cloudbreak Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Cloudbreak Business Combination Proposal. Our Initial Stockholders have agreed to vote their shares of Common Stock “FOR” the Cloudbreak Business Combination Proposal.

Proposal 3—The NYSE Stock Issuance Proposal: The approval of the NYSE Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote, as well as an abstention and broker non-vote, will have no effect on the NYSE Stock Issuance Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

Proposal 4—Classification of the Board of Directors Proposal: The approval of the classification of our board of directors into three classes of directors with staggered terms of office and to make certain related changes requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have the same effect as a vote “AGAINST” such Proposal No. 4.

Proposal 5A—Approval of Additional Amendments to Current Amended and Restated Certificate of Incorporation in Connection with the Business Combinations Proposal: The approval of certain additional changes, including but not limited to changing the post-combination company’s corporate name from “GigCapital2, Inc.” to “UpHealth, Inc.” and eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company, requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have the same effect as a vote “AGAINST” such Proposal No. 5A.

Proposal No. 5B—Authorization of Exclusive Forum Provision Proposal—To authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have the same effect as a vote “AGAINST” such Proposal No. 5B.

Proposal 6—The Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote by proxy, as well as an abstention and broker non-vote, will have no effect on the Incentive Plan Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

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Proposal No. 7—Election of Directors Proposal: The approval of the Election of Directors Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, under Delaware law, a Company stockholder’s failure to vote by proxy, as well as an abstention and broker non-vote, will have no effect on the Election of Directors Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

Proposal 8—The Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

Q: What happens if the UpHealth Business Combination Proposal is not approved?

A: If the UpHealth Business Combination Proposal is not approved and we do not consummate a business combination by March 10, 2021 (or June 10, 2021 if the extension we are seeking is approved by our stockholders), we will be required to dissolve and liquidate our Trust Account, unless we amend our certificate of incorporation again to further extend the time that we have to consummate a business combination.

Q: What happens if the Cloudbreak Business Combination Proposal is not approved?

A: If the Cloudbreak Business Combination Proposal is not approved and we do not consummate a business combination by March 10, 2021 (or June 10, 2021 if the extension we are seeking is approved by our stockholders), we will be required to dissolve and liquidate our Trust Account, unless we amend our certificate of incorporation again to further extend the time that we have to consummate a business combination.

Q: May the Company, the Founders or the Company’s directors or officers or their affiliates purchase shares in connection with the Business Combination?

A: In connection with the stockholder vote to approve the proposed Business Combinations, our Sponsor, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such selling stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors or officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q: How many votes do you have at the Special Meeting?

A: Each stockholder is entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held of record by such stockholder as of                 , 2021, the record date for the Special Meeting. As of the close of business on the record date, there were                  outstanding shares of our Common Stock.

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Q: How will our Initial Stockholders, directors and officers vote?

A: Prior to our IPO, we entered into agreements with our Initial Stockholders, pursuant to which each Initial Stockholder agreed to vote any shares of Common Stock owned by them in favor of the UpHealth Business Combination Proposal and the Cloudbreak Business Combination Proposal. Currently, our Initial Stockholders own 23% of our issued and outstanding shares of Common Stock, and will be able to vote all such shares at the Special Meeting.

Q: How do I vote?

A: If you were a stockholder of record on                 , 2021, you may vote by granting a proxy. Specifically, you may vote:

If you hold your shares in street name, you must submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Q: What will happen if I abstain from voting or fail to vote at the Special Meeting?

A: At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have no effect on the UpHealth Business Combination Proposal, the Cloudbreak Business Combination Proposal, and the Adjournment Proposal. However, an abstention or failure to vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. In addition, for purposes of the NYSE Stock Issuance Proposal, the Incentive Plan Proposal and the Election of Directors Proposal, the NYSE considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals, while a failure to vote will have no effect on these two proposals.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

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Q: If I am not going to attend the Special Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully. If you are a stockholder of record of our Common Stock as of the close of business on the record date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner of our Common Stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q: What is the difference between a stockholder of record and a “street name” holder?

A: If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not submit voting instructions, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: How will a broker non-vote impact the results of each proposal?

A: Broker non-votes will count as a vote “AGAINST” the Charter Amendment Proposals but will not have any effect on the outcome of any other Proposals.

Q: May I change my vote after I have returned my signed proxy card or voting instruction form?

A: Yes. If you are a holder of record of our Common Stock as of the close of business on the record date, whether you vote by mail or in person, you can change or revoke your proxy before it is voted at the Special Meeting by:

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If you are a beneficial owner of our Common Stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: What interests do our Founders and our current officers and directors have in the Business Combination?

A: Our Founders and certain members of our Board and officers have interests in the Business Combinations that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combinations. These interests include but are not limited to:

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These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combinations. See the sections entitled “Proposal No. 1—Approval of the UpHealth Business Combination—Interests of Certain Persons in the Business Combination”, “Proposal No. 2—Approval of the Cloudbreak Business Combination—Interests of Certain Persons in the Business Combination” and “Information about the Company Prior to the Business Combinations—Conflicts of Interest” for a complete description of such interests.

Q: What happens if you vote against the UpHealth Business Combination Proposal?

A: If you vote against the UpHealth Business Combination Proposal but the UpHealth Business Combination Proposal still obtains the affirmative vote of a majority of the votes cast by holders of our Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, then the UpHealth Business Combination Proposal will be approved and, assuming the approval of the NYSE Stock Issuance Proposal and the Charter Amendment Proposals and the satisfaction or waiver of the other conditions to closing, the UpHealth Business Combination will be consummated in accordance with the terms of the UpHealth Business Combination Agreement.

If you vote against the UpHealth Business Combination Proposal and the UpHealth Business Combination Proposal does not obtain the affirmative vote of a majority of the votes cast by holders of our of Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, then the UpHealth Business Combination Proposal will fail and we will not consummate the UpHealth Business Combination. If we do not consummate the UpHealth Business Combination, we may continue to try to complete a business combination with a different target business until the applicable deadline. If we fail to complete an initial business combination by the applicable deadline, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q: What happens if you vote against the Cloudbreak Business Combination Proposal?

A: If you vote against the Cloudbreak Business Combination Proposal but the Cloudbreak Business Combination Proposal still obtains the affirmative vote of a majority of the votes cast by holders of our Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, then the Cloudbreak Business Combination Proposal will be approved and, assuming the approval of the UpHealth Business Combination Proposal, NYSE Stock Issuance Proposal and the Charter Amendment Proposals and the satisfaction or waiver of the other conditions to closing, the Cloudbreak Business Combination will be consummated in accordance with the terms of the Cloudbreak Business Combination Agreement.

If you vote against the Cloudbreak Business Combination Proposal and the Cloudbreak Business Combination Proposal does not obtain the affirmative vote of a majority of the votes cast by holders of our of

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Common Stock represented in person or by proxy and entitled to vote at the Special Meeting, then the Cloudbreak Business Combination Proposal will fail and we will not consummate the Cloudbreak Business Combination. If we do not consummate the Cloudbreak Business Combination, we may continue to try to complete a the UpHealth Business Combination or a business combination with a different target business until the applicable deadline. If we fail to complete an initial business combination by the applicable deadline, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q: Do you have Redemption Rights?

A: Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of Common Stock for cash equal to the pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds of our IPO (including interest not previously released to the Company to pay franchise and income taxes ), subject to certain limitations. For illustrative purposes, based on the balance of the Trust Account of $168,000,000 as of January 31, 2021, the estimated per share redemption price would have been approximately $10.10. Public stockholders may elect to redeem their shares even if they vote for the Business Combinations. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If we receive valid redemption requests from holders of public shares prior to the redemption deadline, we may, at our sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. We may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where we otherwise would not satisfy the closing condition to have cash or cash equivalents from any source that equal or exceed $150,000,000.

Our Initial Stockholders have agreed to waive their redemption rights with respect to such shares, which will be excluded from the pro rata calculation used to determine the per-share redemption price. Each redemption of shares of Common Stock by our public stockholders will reduce the amount in the Trust Account. The Business Combination Agreements provide that each of UpHealth’s and Cloudbreak’s obligation to consummate the Business Combinations is conditioned on the funds in the Trust Account being no less than an aggregate amount of $150,000,000. This condition to closing in the Business Combination Agreements is for the sole benefit of the parties thereto and may be waived by each of UpHealth and Cloudbreak, as applicable. If, as a result of redemptions of Common Stock by our public stockholders, this condition is not met (or waived), then each of UpHealth and Cloudbreak may elect not to consummate the Business Combinations, as applicable. Furthermore, under the terms of the Convertible Note Subscription Agreements, a condition to the closing of the transactions contemplated by those agreements is that at least $50,000,000 of the $150,000,000 is from the Trust Account. In addition, in no event will we redeem shares of our Common Stock in an amount that would result in the Company’s failure to have net tangible assets equaling or exceeding $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combinations. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their shares of Common Stock by the applicable deadline.

Q: If you are a Company public warrant holder, can you exercise Redemption Rights with respect to your public warrants?

A: No. The holders of our public warrants have no Redemption Rights with respect to such public warrants.

Q: If you are a Company rights holder, can you exercise Redemption Rights with respect to your rights?

A: No. The holders of our rights have no Redemption Rights with respect to such rights.

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Q: Can the Initial Stockholders redeem their Founder Shares in connection with consummation of the Business Combinations?

A: No. Our Initial Stockholders, officers and directors have agreed to waive their redemption rights with respect to their shares of Common Stock in connection with the consummation of the Business Combinations. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our Common Stock they may hold in connection with the consummation of the Business Combinations.

Q: Is there a limit on the number of shares you may redeem?

A: We have no specified maximum redemption threshold under our current amended and restated certificate of incorporation. Each redemption of shares of Common Stock by our public stockholders will reduce the amount in the Trust Account. The Business Combination Agreements provide that each of UpHealth’s and Cloudbreak’s obligation to consummate their respective Business Combination is conditioned on the amount of cash or cash equivalents that we have from any source being no less than an aggregate amount of $150,000,000. This condition to closing in each Business Combination Agreement is for the sole benefit of the parties thereto and may be waived by UpHealth and Cloudbreak, as applicable. If, as a result of redemptions of Common Stock by our public stockholders, this condition is not met (or waived), then each of UpHealth and Cloudbreak may elect not to consummate their respective Business Combination. Furthermore, under the terms of the Convertible Note Subscription Agreements, a condition to the closing of the transactions contemplated by those agreements is that at least $50,000,000 of the $150,000,000 is from the Trust Account. In addition, in no event will we redeem shares of our Common Stock in an amount that would result in the Company’s failure to have net tangible assets equaling or exceeding $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules).

Q: Is there a limit on the total number of shares that may be redeemed?

A: Yes. Our amended and restated certificate of incorporation provides that we may not redeem our public shares in an amount that would result in the Company’s failure to have net tangible assets in excess of $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Business Combination Agreements. Other than this limitation, our current amended and restated certificate of incorporation does not provide a specified maximum redemption threshold. In addition, the Business Combination Agreements provide that the obligation of each of UpHealth and Cloudbreak to consummate their Business Combinations is conditioned on the amount of cash or cash equivalents that we have from any source being equal to or in excess of $150,000,000. Furthermore, under the terms of the Convertible Note Subscription Agreements, a condition to the closing of the transactions contemplated by those agreements is that at least $50,000,000 of the $150,000,000 is from the Trust Account. In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreements and the Convertible Note Subscription Agreements exceed the aggregate amount of cash available to us, we may not complete the Business Combinations or redeem any shares, all shares of Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Based on the amount of approximately $168,000,000 in our Trust Account as of January 31, 2021, 11,719,623 shares of Common Stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreements and the Convertible Note Subscription Agreements. We refer to this as the maximum redemption scenario.

Q: Will how you vote affect your ability to exercise Redemption Rights?

A: No. You may exercise your redemption rights whether you vote your shares of Common Stock for or against, or whether you abstain from voting on the UpHealth Business Combination Proposal, the Cloudbreak

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Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreements can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NYSE.

Q: How do you exercise your Redemption Rights?

A: In order to exercise your redemption rights, you must (i)(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares, public rights and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to 5:00 p.m. Eastern time on                     , 2021 (two business days before the Special Meeting) (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through Depository Trust Company (“DTC”). Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. The Transfer Agent’s address is as follows:

Continental Stock Transfer & Trust Company

1 State Street—30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

You must also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT’ acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking Redemption Rights with respect to more than 15% of the public shares, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or “group” (as defined in Section 13d-3 of the Exchange Act) will not be redeemed for cash.

Stockholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their Redemption Rights, whether they are record holders or hold their shares in “street name”, are required to either tender their certificates to our Transfer Agent prior to the date that is two business days prior to the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combinations are approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise Redemption Rights to tender their shares, as the need to deliver shares is a requirement to exercising Redemption Rights, regardless of the timing of when such delivery must be effectuated.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the Transfer Agent) and thereafter, with our consent, until the vote is taken with respect to the Business Combinations. If you delivered your shares for redemption to our Transfer Agent and decide within the required timeframe not to exercise your Redemption Rights, you may request that our Transfer Agent return the shares (physically or electronically). You may make such request by contacting our Transfer Agent at the address listed under the question “Who can help answer my questions?” below.

Q: What are the U.S. federal income tax consequences of exercising your Redemption Rights?

A: The U.S. federal income tax consequences of the redemption depend on particular facts and circumstances. Please see the section entitled “Proposal No. 1—Approval of the UpHealth Business Combination—Certain U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q: Do you have appraisal rights if you object to the Business Combinations?

A: No. Appraisal rights are not available to holders of our Common Stock in connection with the Business Combinations.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combinations?

A: The funds held in the Trust Account will be used to: (i) pay Company stockholders who properly exercise their redemption rights; and, provided that there are funds remaining after this payment, (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Business Combination Agreements in connection with the transactions contemplated by the Business Combination Agreements, including the Business Combinations, and pursuant to the terms of the Business Combination Agreements.

Q: What happens if the Business Combinations are not consummated?

A: There are certain circumstances under which the Business Combination Agreements may be terminated. Please see the section entitled “Proposal No. 1—Approval of the UpHealth Business Combination—The UpHealth Business Combination Agreement” and “Proposal No. 2—Approval of the Cloudbreak Business Combination—The Cloudbreak Business Combination Agreement” for information regarding the parties’ specific termination rights.

If we do not consummate either Business Combination, we may continue to try to complete a business combination with a different target business until the applicable deadline. If we fail to complete an initial business combination by the applicable deadline, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors—Risks Related to the Company and the Business Combinations.”

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Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares and the underwriters of our IPO agreed to waive their rights to the business combination marketing fee held in the Trust Account in the event we do not complete our initial business combination within the required period. In addition, if we fail to complete a business combination by the applicable deadline, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q: When are the Business Combinations expected to be completed?

A: The closing of the Business Combinations are expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “Proposal No. 1—Approval of the UpHealth Business Combination—The UpHealth Business Combination Agreement—Conditions to Closing of the Business Combination” and “Proposal No. 2—Approval of the Cloudbreak Business Combination—The Cloudbreak Business Combination Agreement—Conditions to Closing of the Cloudbreak Business Combination.” The closing is expected to occur in the first quarter of 2021. The Business Combination Agreements may be terminated by the Company, UpHealth or Cloudbreak, as applicable if the Closing has not occurred by March 31, 2021, or in certain circumstances, May 14, 2021.

For a description of the conditions to the completion of the Business Combinations, see the section entitled “Proposal No. 1—Approval of the UpHealth Business Combination—The UpHealth Business Combination Agreement—Conditions to Closing of the Business Combination” and “Proposal No. 2—Approval of the Cloudbreak Business Combination—The Cloudbreak Business Combination Agreement—Conditions to Closing of the Cloudbreak Business Combination.”

Q: What do you need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combinations will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: Who can vote at the special meeting?

A: Only holders of record of the Company’s Common Stock, including those shares held as a constituent part of our units, at the close of business on     , 2021 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date,                  shares of Common Stock were outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

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Q: Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A: We will pay the cost of soliciting proxies for the Special Meeting. We have engaged MacKenzie to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay MacKenzie a fee of $9,000, plus disbursements, and will reimburse MacKenzie for its reasonable out-of-pocket expenses and indemnify MacKenzie and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our Common Stock for their expenses in forwarding soliciting materials to beneficial owners of our Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

c/o GigCapital2, Inc.

1731 Embarcadero Road, Suite 200

Palo Alto, CA 94303

Attention: Secretary

Telephone: (650) 276-7040

You may also contact our proxy solicitor at:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

Telephone: (212) 929-5500 (Call Collect)

or

Call Toll-Free: (800) 322-2885

E-mail: proxy@mackenziepartners.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my Redemption Rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street-30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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