GigCapital2 Modifies PIPE and Convertible Notes to Cover Already-Approved Uphealth & Cloudbreak Mergers

GigCapital2

GigCapital2 in an 8-K filing today said it will reduce the conversion price of its convertible notes to $10.65 from $11.50 and reduce the total aggregate amount of the notes, including as a result of certain of the subscribers terminating their commitments, to approximately $160 milion (down from $255 million), which would be convertible into more than 15 million shares of common stock. The SPAC also said parties to its PIPE subscription agreement would receive 300,000 additional warrants.

The agreements had not been executed at the time of the SPAC’s filing this morning.

By way of explanation, the SPAC said closing its mergers with Uphealth Holdings and Cloudbreak Health requires GigCapital2 to have available cash and cash equivalents of not less than $150 milion. Capital raising transactions from the sale of PIPE Shares and the sale of convertible notes will enable the SPAC to hit that threshold.

The SPAC’s stockholders approved the mergers June 4. GigCapital2 did not disclose redemptions, if any, either in its press release or 8-K filing after the vote.

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