UpHealth’s $110M Legal Victory Could Aid Messy Evolution From Digital Health SPAC to Addiction Treatment Provider

Delray Beach, Florida-based UpHealth Inc. (OTC: UPHL) revealed more about its burgeoning addiction treatment business as it seeks to untangle itself from a messy special purpose acquisition company (SPAC) merger gone wrong.

UpHealth’s Florida-based addiction treatment business, TTC Healthcare, grew revenue 42% to $44 million and expanded gross margins to 57% in 2023, according to a news release. TTC Healthcare’s four facilities — which offer detoxification services, residential care, PHP, IOP and outpatient services — represent the sole focus of the once international firm.

“I can assure you that the UpHealth leadership team is more dedicated and focused than ever on its newly defined and simplified strategy to profitably scale TTC Healthcare,” UpHealth CEO Martin Beck said in a news release.


At the end of 2023, TTC Healthcare operated 159 beds and employed 273 people. Most of the company’s revenue comes from government contracts (79%), while a much smaller share comes from commercial payers (19%) and “other payers” (2%).

Two-thirds of the company’s revenue was generated by its residential treatment services; 31% came from the PHP, IOP and outpatient service and 3% came from detox, according to UpHealth’s annual financial report for 2023.

Still, UpHealth’s turbulent journey is far from resolved, even as it sees other breaks go its way.


UpHealth became a public company through a $1.35 billion SPAC merger with GigCapital2. The deal, announced November 2020, was meant to create one of the largest digital health companies in the U.S. that could also perform on a global stage. 

The SPAC  brought together several digital health and technology companies, including Kolkata, India-based Glocal Healthcare Systems, Salt Lake City-based MedQuest Pharmacy and San Francisco-based Thrasys. But now only Glocal and TTC Healthcare remain. The company has deconsolidated nearly all of its entities, which have filed for bankruptcy or have been sold to make up for the company’s financial losses. 

“As of December 31, 2023, the [UpHealth] also had an accumulated deficit of $624.0 million and a working capital deficit of $6.6 million,” the company said in its 2023 financial report.

In February 2023, UpHealth announced it would sell its digital pharmacy business, generating $56 million in proceeds. In March, it announced the $180 million sale of the medical translation and tech platform CloudBreak Health.

And it may have another big-dollar windfall as the result of previous legal action related to the Glocal Healthcare Systems deal.

On March 18, the International Court of Arbitration of the International Chamber of Commerce (ICA) told UpHealth that former executives and shareholders of Glocal Healthcare Systems were liable for $110 million in damages on top of most of UpHealth’s legal fees.

The dispute arises from UpHealth’s October 2020 agreement to acquire Glocal Healthcare Systems. UpHealth contends that certain shareholders and officers of Glocal did not relinquish control of the company to UpHealth following the deal’s close date, despite UpHealth paying for the company. UpHealth has also filed in an Indian court to compel the officers and shareholders to follow the tribunal’s order.

Following the dispute, UpHealth will regain total control of Glocal Healthcare Systems. While it’s unclear what will happen to Glocal, UpHealth has made it clear that its future is in behavioral health.

“Subsequent to the sale of Cloudbreak on March 15, 2024, we are focused solely on our behavioral health business, operating through TTC,” the 2023 financial report states.

Questions also remain about the fate of the company’s bankruptcy proceedings. These proceedings effectively separate TTC Healthcare from UpHealth for the time being, even though UpHealth and TTC Healthcare operate outside of the bankruptcy proceedings.

“Unless and until we can reconsolidate TTC, we have no operations, and thus, we may need to raise additional funds in the next twelve months by selling additional equity or incurring debt,” the financial report states. “As a result, we believe there is substantial doubt about our ability to continue as a going concern.”

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