0000899243-22-021278.txt : 20220606 0000899243-22-021278.hdr.sgml : 20220606 20220606205602 ACCESSION NUMBER: 0000899243-22-021278 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20220526 FILED AS OF DATE: 20220606 DATE AS OF CHANGE: 20220606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azim Syed Sabahat CENTRAL INDEX KEY: 0001866488 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38924 FILM NUMBER: 22999639 MAIL ADDRESS: STREET 1: 14000 MILITARY TRAIL STREET 2: #203 CITY: DELRAY BEACH STATE: FL ZIP: 33484 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kimberlite Social Infra Private Ltd CENTRAL INDEX KEY: 0001868745 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38924 FILM NUMBER: 22999640 BUSINESS ADDRESS: STREET 1: IDEAL VILLA VILLA NO 98 STREET 2: KOCH PAKUR CITY: SOUTH 24 PARGANAS STATE: K7 ZIP: 700156 BUSINESS PHONE: 630-240-9958 MAIL ADDRESS: STREET 1: IDEAL VILLA VILLA NO 98 STREET 2: KOCH PAKUR CITY: SOUTH 24 PARGANAS STATE: K7 ZIP: 700156 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eligere Ltd Liability Co CENTRAL INDEX KEY: 0001868744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38924 FILM NUMBER: 22999641 BUSINESS ADDRESS: STREET 1: 9 HAWSER WAY CITY: RANDOLPH STATE: NJ ZIP: 07869 BUSINESS PHONE: 630-240-0058 MAIL ADDRESS: STREET 1: 9 HAWSER WAY CITY: RANDOLPH STATE: NJ ZIP: 07869 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UpHealth, Inc. CENTRAL INDEX KEY: 0001770141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 833838045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14000 S. MILITARY TRAIL STREET 2: SUITE 203 CITY: DELRAY BEACH STATE: FL ZIP: 33484 BUSINESS PHONE: 3126181322 MAIL ADDRESS: STREET 1: 14000 S. MILITARY TRAIL STREET 2: SUITE 203 CITY: DELRAY BEACH STATE: FL ZIP: 33484 FORMER COMPANY: FORMER CONFORMED NAME: GigCapital2, Inc. DATE OF NAME CHANGE: 20190308 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-05-26 0 0001770141 UpHealth, Inc. UPH 0001868744 Eligere Ltd Liability Co 9 HAWSER WAY RANDOLPH NJ 07869 0 0 1 0 0001868745 Kimberlite Social Infra Private Ltd IDEAL VILLA, VILLA NO 98, KOCH PUKUR, SOUTH 24 PARGANAS WEST BENGAL K7 700156 INDIA 0 0 1 0 0001866488 Azim Syed Sabahat 98, IDEAL VILLAS, MOUZA KOCH PUKUR, NEW TOWN ACTION AREA 1A, RAJARHAT, KOLKATA WEST BENGAL K7 700156 INDIA 0 0 1 0 Common Stock, $0.0001 par value 6116842 D Common Stock, $0.0001 par value 2716319 I By Syed Sabahat Azim Common Stock, $0.0001 par value 2715542 I By Syed Sabahat Azim, through spouse Common Stock, $0.0001 par value 684981 I By Kimberlite Social Infra Private Limited Common Stock, $0.0001 par value 684981 I By Syed Sabahat Azim, as co-director with spouse This Form 3 is filed jointly by Eligere Limited Liability Company ("Eligere"), Kimberlite Social Infra Private Limited ("Kimberlite"), and Syed Sabahat Azim ("Dr. Azim") (each such filer, a "Reporting Person"; collectively, the "Reporting Persons"). As disclosed by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Persons and certain other stockholders of the Issuer (collectively, the "Stockholder Group") formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") on May 26, 2022. The Stockholder Group collectively owns a majority of the Issuer's issued and outstanding shares of Common Stock (the "Shares"), and each Reporting Person, as a member of the Stockholder Group, is deemed to be a 10% owner of the Issuer. In connection with becoming 10% owners upon the Stockholder Group's formation, some members of the Stockholder Group filed separate Form 3s from the Reporting Persons. Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Form 3 and any other Form 3 filed by members of the Stockholder Group except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that any Reporting Person is the beneficial owner of the Shares reported herein for purposes of Section 16 of the Exchange Act or otherwise. Information provided in this Form 3 with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person is responsible for the accuracy or completeness of information supplied by any other Reporting Person. Represents Shares that are directly held of record by Eligere but beneficially owned by Kimberlite and Dr. Azim (the "Option Holders"). The Shares were received in connection with the merger of UpHealth Holdings, Inc. ("Holdings") into a subsidiary of the Issuer (such merger, the "Business Combination"). Pursuant to certain Option Agreements, dated May 14, 2021, between Holdings, Eligere, each of the Option Holders, and certain other parties thereto (each such agreement, an "Option Agreement"), Eligere has voting (but not dispositive) power over the Shares and may therefore be deemed a beneficial owner. Represents Shares that are held indirectly by Dr. Azim through Eligere, the record holder of the Shares. Pursuant to the Option Agreement with Dr. Azim, Dr. Azim can exercise an option to receive the Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. The Business Combination closed on June 9, 2021. Represents Shares that are held indirectly by Dr. Azim through his spouse, Richa Sana Azim ("Ms. Azim"). Represents Shares that are held indirectly by Kimberlite through Eligere, the record holder of the Shares. Pursuant to the Option Agreement with Kimberlite, Kimberlite can exercise an option to receive its respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. Represents Shares that are held indirectly by Dr. Azim through Kimberlite, of which Dr. Azim and Ms. Azim are equity owners and sole directors. Exhibit 24.1: Power of Attorney (Eligere Limited Liability Company). Exhibit 24.2: Power of Attorney (Kimberlite Social Infra Private Limited). Exhibit 24.3: Power of Attorney (Syed Sabahat Azim). Exhibit 99.1: Joint Filing Statement by the Reporting Persons. /s/ Robin K. Lehninger, as attorney-in-fact for Saima Siddiqui, the Managing Member of Eligere Limited Liability Company 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim, as Director of Kimberlite Social Infra Private Limited 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim 2022-06-06 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                       ELIGERE LIMITED LIABILITY COMPANY

                               POWER OF ATTORNEY

                FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

       (1)  prepare and execute for and on behalf of the undersigned Forms 3, 4,
            and 5 and Schedules 13D and 13G in accordance with Sections 13 and
            16(a) of the Securities Exchange Act of 1934 and the rules
            thereunder, as applicable, and any other forms or reports the
            undersigned may be required to file in connection with the
            undersigned's ownership, acquisition, or disposition of securities
            of UpHealth, Inc. (the "Company");

       (2)  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5, Schedule 13D or Schedule 13G, or other form or
            report, and timely file such form or report with the United States
            Securities and Exchange Commission and any stock exchange or similar
            authority; and

       (3)  take any other action of any type whatsoever in connection with the
            foregoing, which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of June 4, 2022.

       By: /s/ Saima Siddiqui
       -----------------------------------------
       Name: Saima Siddiqui
       Its:  Managing Member
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                      KIMBERLITE SOCIAL INFRA PRIVATE LTD.

                               POWER OF ATTORNEY

                FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

       (1)  prepare and execute for and on behalf of the undersigned Forms 3, 4,
            and 5 and Schedules 13D and 13G in accordance with Sections 13 and
            16(a) of the Securities Exchange Act of 1934 and the rules
            thereunder, as applicable, and any other forms or reports the
            undersigned may be required to file in connection with the
            undersigned's ownership, acquisition, or disposition of securities
            of UpHealth, Inc. (the "Company");

       (2)  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5, Schedule 13D or Schedule 13G, or other form or
            report, and timely file such form or report with the United States
            Securities and Exchange Commission and any stock exchange or similar
            authority; and

       (3)  take any other action of any type whatsoever in connection with the
            foregoing, which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of June 4, 2022.

       By: /s/ Syed Sabahat Azim
       ------------------------------------------
       Name:   Syed Sabahat Azim
       Its:    Director
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 
                               SYED SABAHAT AZIM

                               POWER OF ATTORNEY

                FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

       (1)  prepare and execute for and on behalf of the undersigned Forms 3, 4,
            and 5 and Schedules 13D and 13G in accordance with Sections 13 and
            16(a) of the Securities Exchange Act of 1934 and the rules
            thereunder, as applicable, and any other forms or reports the
            undersigned may be required to file in connection with the
            undersigned's ownership, acquisition, or disposition of securities
            of UpHealth, Inc. (the "Company");

       (2)  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5, Schedule 13D or Schedule 13G, or other form or
            report, and timely file such form or report with the United States
            Securities and Exchange Commission and any stock exchange or similar
            authority; and

       (3)  take any other action of any type whatsoever in connection with the
            foregoing, which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of May 26, 2022.

       /s/ Syed Sabahat Azim
       ------------------------------------------
              SYED SABAHAT AZIM
EX-99.1 5 attachment4.htm EX-99.1 DOCUMENT 
                             JOINT FILING AGREEMENT

       In accordance with the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to the joint filing on behalf of each of them of a
statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any
and all amendments thereto relating to shares of Common Stock, par value $0.0001
per share, of UpHealth, Inc., a company incorporated under the laws of Delaware.
This Joint Filing Agreement shall be included as an Exhibit to such joint
filing, and may be executed in any number of counterparts all of which together
shall constitute one and the same instrument.

                  Remainder of page intentionally left blank.



       In evidence thereof, each of the undersigned, being duly authorized,
hereby execute this Joint Filing Agreement as of June 4, 2022.


                                  SYED SABAHAT AZIM

                                  By:   /s/ Syed Sabahat Azim
                                        --------------------------------------
                                        Individually


                                  RICHA SANA AZIM

                                  By:   /s/ Richa Sana Azim
                                        --------------------------------------
                                        Individually


                                  SAIMA SIDDIQUI

                                  By:   /s/ Saima Siddiqui
                                        --------------------------------------
                                        Individually


                                  KIMBERLITE SOCIAL INFRA PRIVATE LIMITED

                                  Name: Syed Sabahat Azim
                                  Its:  Director

                                  By:   /s/ Syed Sabahat Azim
                                        --------------------------------------


                                  ELIGERE LIMITED LIABILITY COMPANY

                                  Name: Saima Siddiqui
                                  Its:  Managing Member

                                  By:   /s/ Saima Siddiqui
                                        --------------------------------------














                [Signature Page to Azim Joint Filing Agreement]