Filing Details

1

NAME OF REPORTING PERSON

Lynrock Lake LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

1,400,704 (1)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,400,704 (1)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,400,704 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.5% (1)(2)

12

TYPE OF REPORTING PERSON

PN, IA

1

NAME OF REPORTING PERSON

Lynrock Lake Partners LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

1,400,704 (1)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,400,704 (1)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,400,704 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.5% (1)(2)

12

TYPE OF REPORTING PERSON

OO, HC

1

NAME OF REPORTING PERSON

Cynthia Paul

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

1,400,704 (1)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,400,704 (1)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,400,704 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.5% (1)(2)

12

TYPE OF REPORTING PERSON

IN, HC

ITEM 1(a).

NAME OF ISSUER:

UpHealth, Inc. (the "Issuer")

ITEM 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

14000 S. Military Trail, Suite 203, Delray Beach, Florida 33484

ITEM 2(a).

NAME OF PERSON FILING:

Lynrock Lake LP

Lynrock Lake Partners LLC

Cynthia Paul

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

2 International Drive, Suite 130

Rye Brook, NY 10573

ITEM 2(c).

CITIZENSHIP:

Lynrock Lake LP - Delaware

Lynrock Lake Partners LLC - Delaware

Cynthia Paul - United States

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.001 per share ("Common Stock")

ITEM 2(e).

CUSIP NUMBER:

91532B200

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

(a) [  ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b) [  ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [  ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [  ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)  [  ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)  [  ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)  [  ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k) [  ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).

ITEM 4.

OWNERSHIP:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned as of December 31, 2022:

Lynrock Lake LP -  1,400,704

Lynrock Lake Partners LLC -  1,400,704

Cynthia Paul -  1,400,704

(b)

Percent of class as of December 31, 2022:

Lynrock Lake LP - 8.5%

Lynrock Lake Partners LLC - 8.5%

Cynthia Paul - 8.5%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Lynrock Lake LP -  1,400,704

Lynrock Lake Partners LLC -  1,400,704

Cynthia Paul -  1,400,704

(ii) Shared power to vote or to direct the vote:

Lynrock Lake LP - 0

Lynrock Lake Partners LLC - 0

Cynthia Paul - 0

(iii) Sole power to dispose or to direct the disposition of:

Lynrock Lake LP -  1,400,704

Lynrock Lake Partners LLC -  1,400,704

Cynthia Paul -  1,400,704

(iv) Shared power to dispose or to direct the disposition of:

Lynrock Lake LP - 0

Lynrock Lake Partners LLC - 0

Cynthia Paul - 0

As of December 31, 2022, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held convertible notes that are convertible into 1,400,704 shares of the Issuer's Common Stock. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10.

CERTIFICATION:

LYNROCK LAKE LP

By: Lynrock Lake Partners LLC,

its general partner

By:

Name:

Cynthia Paul

Title:

Sole Member

LYNROCK LAKE PARTNERS LLC

By:

Name:

Cynthia Paul

Title:

Sole Member

CYNTHIA PAUL

LYNROCK LAKE LP

By: Lynrock Lake Partners LLC,

its general partner

By:

Name:

Cynthia Paul

Title:

Sole Member

LYNROCK LAKE PARTNERS LLC

By:

Name:

Cynthia Paul

Title:

Sole Member

CYNTHIA PAUL