UpHealth (UPHL) S-4/A 12 Apr 21 Registration of securities issued in business combination transactions (amended) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2020
Cover [Abstract]
Document Type	S-4/A
Amendment Flag	true
Entity Registrant Name	GigCapital2, Inc.
Amendment Description	Amendment No. 2 to Form S-4
Entity Central Index Key	0001770141
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 478,737	$ 1,576,508
Prepaid expenses	62,691	161,609
Receivable from related party	1,400	1,952
Total current assets	542,828	1,740,069
Cash and marketable securities held in Trust Account	168,384,949	173,994,583
Other non-current assets		33,327
TOTAL ASSETS	168,927,777	175,767,979
Current liabilities
Accounts payable	86,528	142,613
Payable to related parties	15,709	16,649
Accrued liabilities	2,153,000
Notes payable to related party	300,000
Other current liabilities		180,696
Total liabilities	2,555,237	339,958
Commitments and contingencies (Note 6)
Common stock subject to possible redemption, 16,137,253 shares and 17,042,802 shares as of December 31, 2020 and 2019, respectively, at a redemption value of $10.00 per share	161,372,530	170,428,020
Stockholders’ equity
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 5,527,866 shares and 5,202,198 shares as of December 31, 2020 and 2019, respectively, issued and outstanding	553	520
Additional paid-in capital	7,837,147	4,639,030
Retained earnings (accumulated deficit)	(2,837,690)	360,451
Total stockholders’ equity	5,000,010	5,000,001
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ EQUITY	$ 168,927,777	$ 175,767,979

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Common stock subject to possible redemption, shares	16,137,253	17,042,802
Common stock subject to possible redemption value per share	$ 10	$ 10
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,527,866	5,202,198
Common stock, shares outstanding	5,527,866	5,202,198

Statements of Operations and Co

Statements of Operations and Comprehensive Income (loss) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Income Statement [Abstract]
General and administrative expenses	$ 953,436	$ 3,949,600
Loss from operations	(953,436)	(3,949,600)
Other income
Interest income on cash and marketable securities held in Trust Account	1,872,701	1,022,546
Income (loss) before provision for income taxes	919,265	(2,927,054)
Provision for income taxes	558,814	271,087
Net income (loss) and comprehensive income (loss)	360,451	(3,198,141)
Net loss attributable to common stockholders	$ (646,171)	$ (3,757,865)
Weighted-average common shares outstanding, basic and diluted	4,836,966	5,263,939
Net loss per share common share, basic and diluted	$ (0.13)	$ (0.71)

Statement of Stockholders' Equi

Statement of Stockholders' Equity - USD ($)	Total	Founders	Private PlacementFounders	Underwriters	IPO	Common Stock	Common StockFounders	Common StockPrivate PlacementFounders	Common StockUnderwriters	Common StockIPO	Additional Paid-in Capital	Additional Paid-in CapitalFounders	Additional Paid-in CapitalPrivate PlacementFounders	Additional Paid-in CapitalUnderwriters	Additional Paid-in CapitalIPO	Retained Earnings (Accumulated Deficit)
Balance at Mar. 05, 2019
Balance, Shares at Mar. 05, 2019
Sale of common stock		$ 25,000	$ 5,675,000	$ 1,200,000	$ 168,167,570		$ 431	$ 57	$ 12	$ 1,725		$ 24,569	$ 5,674,943	$ 1,199,988	$ 168,165,845
Sale of common stock, Shares							4,307,500	567,500	120,000	17,250,000
Issuance of insider shares for no consideration						$ 1					(1)
Issuance of Insider shares for no consideration, Shares						5,000
Cancellation of insider shares						$ (1)					1
Cancellation of insider shares, Shares						(5,000)
Shares subject to redemption	(170,428,020)					$ (1,705)					(170,426,315)
Shares subject to redemption, Shares						(17,042,802)
Net income (loss)	360,451															360,451
Balance at Dec. 31, 2019	$ 5,000,001					$ 520					4,639,030					360,451
Balance, Shares at Dec. 31, 2019	5,202,198					5,202,198
Issuance of Insider shares for no consideration, Shares	5,000
Shares subject to redemption	$ 9,055,490					$ 91					$ 9,055,399
Shares subject to redemption, Shares						905,549
Shares redeemed	(5,857,340)					(58)					(5,857,282)
Shares redeemed (in share)						(579,881)
Net income (loss)	$ (3,198,141)															(3,198,141)
Balance at Dec. 31, 2020	$ 5,000,010					$ 553					$ 7,837,147					$ (2,837,690)
Balance, Shares at Dec. 31, 2020	5,527,866					5,527,866

Statement of Stockholders' Eq_2

Statement of Stockholders' Equity (Parenthetical)	Dec. 31, 2019$ / shares
Founders
Sale of common stock price per share	$ 0.005804
Private Placement | Founders
Sale of common stock price per share	10
Underwriters
Sale of common stock price per share	$ 10

Statement of Cash Flows

Statement of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
OPERATING ACTIVITIES
Net income (loss)	$ 360,451	$ (3,198,141)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(1,872,701)	(1,022,546)
Change in operating assets and liabilities:
Prepaid expenses	(161,609)	98,918
Receivable from related party	(1,952)	552
Other non-current assets	(33,327)	33,327
Accounts payable	34,393	52,135
Payable to related parties	16,649	(940)
Accrued liabilities		2,153,000
Other current liabilities	180,696	(180,696)
Net cash used in operating activities	(1,477,400)	(2,064,391)
INVESTING ACTIVITIES
Investment of cash in Trust Account, net	(172,500,000)
Cash withdrawn from Trust Account	378,118	6,632,180
Net cash provided by (used in) investing activities	(172,121,882)	6,632,180
FINANCING ACTIVITIES
Proceeds from sale of common stock to Founders	25,000
Borrowing from related party	99,937	300,000
Repayment of borrowing from related party	(99,937)
Proceeds from sale of Private Placement Units	5,675,000
Proceeds from sale of common stock to underwriters	1,200,000
Proceeds from sale of Units, net of underwriting discounts paid	169,050,000
Payment of offering costs	(774,210)	(108,220)
Redemption of Units		(5,857,340)
Net cash provided by (used in) financing activities	175,175,790	(5,665,560)
Net increase (decrease) in cash during period	1,576,508	(1,097,771)
Cash, beginning of period		1,576,508
Cash, end of period	1,576,508	478,737
SUPPLEMENTAL DISCLOSURES
Cash paid for income taxes	378,118	476,973
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Offering costs included in accounts payable	108,220
Change in value of common stock subject to possible redemption	$ 2,260,450	$ (3,198,150)

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization and Business Operations	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital2, Inc. (the “Company” or “GigCapital2”) was incorporated in Delaware on March 6, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from March 6, 2019 (date of inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 4, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor, GigAcquisitions2, LLC, a Delaware limited liability company (the “Sponsor”), together with one of the underwriters, EarlyBirdCapital, Inc. (“EarlyBird”) and certain affiliates and employees of EarlyBird (the “EarlyBird Group”), and Northland Gig 2 Investment LLC, a Delaware limited liability company (“Northland Investment”) collectively make up the founders of the Company (the “Founders”). On June 5, 2019, the initial registration statement on Form S-1, S-1 Simultaneously with the initial closing of the Offering, the Company consummated the initial closing of a private placement sale (the “Private Placement”) of 492,500 units (the “Private Placement Units”), at a price of $10.00 per unit, to its Founders, and 100,000 shares of its common stock (the “Private Underwriter Shares”), at a price of $10.00 per share, to Northland Securities, Inc. (“Northland”), an affiliate of Northland Investment. The Private Placement Units consisted of the securities described in Note 5. The initial closing of the Private Placement generated gross proceeds of $5,925,000. Following the initial closing of the Offering, net proceeds in the amount of $147,000,000 from the sale of the Units and proceeds in the amount of $3,000,000 from the sale of Private Placement Units, for a total of $150,000,000, were placed in a trust account (“Trust Account”) which is described further below. On June 13, 2019, in connection with the underwriters’ exercise in full of their option to purchase an additional 2,250,000 Units solely to cover over-allotments, if any (the “over-allotment option”), the Company consummated the sale of an additional 2,250,000 Units at $10.00 per unit. Simultaneously with the closing of the sale of the additional Units, the Company consummated a second closing of the Private Placement, resulting in the sale of an additional 75,000 Private Placement Units at $10.00 per unit to the Founders, and an additional 20,000 Private Underwriter Shares at $10.00 per share to Northland. Following the closings, an additional $22,500,000 of net proceeds were placed in the Trust Account. Transaction costs amounted to $4,332,430, consisting of $3,450,000 of underwriting fees and $882,430 of offering costs. The Company’s remaining cash after payment of the offering costs will be held outside of the Trust Account for working capital purposes. First Extension The Company’s initial public offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until December 10, 2020 (the date which was 18 months after the consummation of the Offering) to complete the Business Combination. On December 8, 2020, the Company held its 2020 Annual Stockholders’ Meeting (the “Annual Meeting”) and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extended the date by which the Company must consummate a Business Combination transaction from December 10, 2020 to March 10, 2021. The Company’s stockholders elected to redeem 579,881 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which represented approximately 3.4% of the shares that were part of the Units that were sold in the Company’s initial public offering. Second Extension On March 10, 2021, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from March 10, 2021 to June 10, 2021. The certificate of amendment was filed with the Delaware Secretary of State and has effective date of March 10, 2021. The Company’s stockholders elected to redeem 1,852,804 shares of the Company’s Common Stock, which represented approximately 10.7% of the shares that were part of the Units that were sold in the Company’s initial public offering. Working Capital Note On December 19, 2020, the Company issued a convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $300,000 to the Sponsor. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements between the issuance of the note and March 10, 2021, which was the period of time that the Company had available to complete its initial Business Combination following the December 8, 2020 amendment to its certificate of incorporation. Subsequently, the Company further extended the date which it must complete the Business Combination from March 10, 2021 to June 10, 2021 as described under Second Extension above. The Working Capital Note was issued to provide the Company with additional working capital and will not be deposited into the Company’s Trust Account. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of the proposed business combinations (the “Business Combinations”) described in Note 2. Business Combinations and Related Agreements. Upon such election, the Working Capital Note will convert, at a price of $10.00 per Unit, into Units identical to the Private Placement Units issued in connection with the Company’s initial public offering. The issuance of the Working Capital Note resulted in a contingent beneficial conversion feature which was determined to be insignificant and will be recorded when the Business Combinations close. The Working Capital Note bears no interest and is repayable in full upon the consummation of the Company’s Business Combinations. The Trust Account The funds in the Trust Account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s Amended and Restated Certificate of Incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 24 months from the closing of the Offering on June 10, 2019; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months from the closing of the Offering on June 10, 2019. Business Combination The Company will have 24 months from June 10, 2019, the closing date of the Offering, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founders, Northland and the Company’s former Chief Financial Officer, Ms. McDonough, who received 5,000 shares of common stock (the “insider shares”), have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the Founders, Northland or Ms. McDonough or any of the Company’s officers, directors or affiliates acquired shares of common stock after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. As a result of Ms. McDonough’s resignation effective as of August 12, 2019, Ms. McDonough forfeited her insider shares. 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. Going Concern Consideration As of December 31, 2020, the Company had $478,737 in cash and a working capital deficit of $2,012,409. Further, the Company has no present revenue, its business plan is dependent on the completion of a financing and it expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the target business acquisition period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Business Combinations and Relat

Business Combinations and Related Agreements	12 Months Ended
	Dec. 31, 2020
Business Combinations [Abstract]
Business Combinations and Related Agreements	2. Business Combinations and Related Agreements Business Combinations On November 23, 2020, the Company executed a business combination agreement, dated as of November 20, 2020, with UpHealth Holdings, Inc. (“UpHealth”), and UpHealth Merger Sub, Inc., (“UpHealth Merger Sub”) (such business combination agreement, the “UpHealth BCA”, and such business combination, the “UpHealth Combination”). In addition, on November 23, 2020, the Company executed a business combination agreement, dated as of November 20, 2020, with Cloudbreak Health, LLC (“Cloudbreak”), Cloudbreak Merger Sub, LLC (“Cloudbreak Merger Sub”), Chirinjeev Kathuria and Mariya Pylypiv (collectively, the “UpHealth Significant Stockholders”) and UpHealth, and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact The UpHealth BCA Pursuant to the terms of the UpHealth BCA, GigCapital2 will acquire UpHealth through the statutory merger of UpHealth Merger Sub with and into UpHealth, with UpHealth surviving the merger as a wholly owned subsidiary of GigCapital2 (the “UpHealth Merger”). At the effective time of the UpHealth Merger, each share of UpHealth common stock will be canceled and converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of GigCapital2 (the “GigCapital2 Common Stock”) equal to the Exchange Ratio. The Exchange Ratio will be equal to the Aggregate Merger Consideration divided by the sum of the aggregate number of shares of UpHealth common stock issued and outstanding immediately prior to the effective time of the UpHealth Merger. The Aggregate Merger Consideration shall not exceed 99,000,000 shares of GigCapital2 Common Stock, subject to certain adjustments, less the Thrasys Incentive Amount (as defined below). UpHealth and Innovations Group, Inc., a Utah corporation (“Innovations Group”) previously entered into a merger agreement for UpHealth to acquire Innovations Group. UpHealth also has previously entered into a share purchase agreement providing for the purchase of 99% or more of the equity interests of Glocal Healthcare Systems Private Limited, a company incorporated under the laws of India (“Glocal”), and UpHealth as of the date of entry into the UpHealth BCA owns approximately 43% of the equity interests of Glocal. The Aggregate Merger Consideration shall be reduced by approximately (a) 14,142,857 shares of GigCapital2 Common Stock, if upon the Closing, UpHealth has not completed its acquisition of Innovations Group, and (b) 99,000 shares of GigCapital2 Common Stock for each 1.0% interest of Glocal that is below 90% and that is not yet acquired by UpHealth upon the UpHealth Closing. Adjustments to the Aggregate Merger Consideration will further be made to the extent that the indebtedness at the Closing of UpHealth and the Company Subsidiaries less the cash and cash equivalents of UpHealth and the Company Subsidiaries as of immediately before such time is greater than $33,850,000 (excluding any Acquisition Promissory Notes), provided, that such amount shall be reduced by $12,550,000, if upon the UpHealth Closing, UpHealth has not completed its acquisition of Innovations Group. The Acquisition Promissory Notes are promissory notes previously issued by UpHealth for its acquisitions of Thrasys,Inc. (“Thrasys”), Behavioral Health Services, LLC (“Behavioral Health Services”), TTC Healthcare, Inc., a Delaware corporation (“TTC Healthcare”) and the interests in Glocal, or to be issued by UpHealth for its acquisition of Innovations Group, with a maximum aggregate principal amount of $86,200,000; provided, that such amount shall be reduced by $30,000,000, if upon the Closing, UpHealth has not completed its acquisition of Innovations Group. Two individuals who are officers of UpHealth, and were shareholders of Thrasys prior to its merger with UpHealth, will following the UpHealth Closing, if he or she is a service provider to GigCapital2, the Surviving Corporation or any of the Company Subsidiaries as of the date of grant, be awarded restricted stock units of GigCapital2 in the amount of the Thrasys Incentive Amount. Following the amendment of the UpHealth Business Combination Agreement on January 29, 2021, the Thrasys Incentive Amount that shall be eligible to be granted shall be (a) 32.016% multiplied by (b) 15.143% multiplied by (c) the Adjusted Aggregate Merger/Incentive Amount. The Adjusted Aggregate Merger/Incentive Amount shall be (a) $990,000,000, subject to certain adjustments, divided by (b) $10.00. In the event that either individual ceases to be a service provider to GigCapital2, the Surviving Corporation or any of the Company Subsidiaries as of the date of grant, the portion of the Thrasys Incentive Amount allocated to such individual will not be reallocated to the other individual. Such restricted stock units shall vest into shares of GigCapital2 Common Stock at the earlier of (i) the date that is one year after the UpHealth Closing, (ii) the date on which the last sale price of GigCapital2 Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The Cloudbreak BCA Pursuant to the terms of the Cloudbreak BCA, GigCapital2 will acquire Cloudbreak through the statutory merger of Cloudbreak Merger Sub with and into Cloudbreak, with Cloudbreak surviving the merger as a wholly owned subsidiary of GigCapital2 (the “Cloudbreak Merger”). At the effective time of the Cloudbreak Merger (the “Cloudbreak Effective Time”): (i) each Common Unit (and the membership interests represented thereby) issued and outstanding immediately prior to the Cloudbreak Effective Time shall be converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Common Unit Exchange Ratio (together with any Business Combination Share Adjustment to which each Common Unit is entitled, the “Common Unit Merger Consideration”); (ii) each Series A Preferred Unit (and the membership interests represented thereby) issued and outstanding immediately prior to the Cloudbreak Effective Time shall be converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Preferred Unit Exchange Ratio (in addition to any Business Combination Share Adjustment to which each Series A Preferred Unit is entitled); and (iii) each Option that is outstanding and unexercised immediately prior to the Cloudbreak Effective Time, whether vested or unvested, shall be assumed by GigCapital2 and converted into an option to purchase a number of shares of GigCapital2 Common Stock in an amount set forth on the Allocation Schedule, which amount shall be equal to the product of (i) the number of Common Units subject to such Option, multiplied by (ii) the Common Unit Exchange Ratio (each such converted option, an “Exchanged Option”). Each holder of Exchanged Options shall also be entitled to any Business Combination Share Adjustment made pursuant to the Cloudbreak BCA. Additionally, immediately prior to the Cloudbreak Effective Time, each Common Warrant shall convert into Common Units in accordance with their terms. The aggregate number of shares of GigCapital2 Common Stock issuable at the closing of the Cloudbreak Merger, and upon the exercise of all Exchanged Options on a net exercise basis, shall equal 11,000,000 shares of GigCapital2 Common Stock. Furthermore, in connection with the closing of the Cloudbreak Combination (the “Cloudbreak Closing”), (i) GigCapital2 has agreed to repay or cause to be repaid on behalf of Cloudbreak certain debt obligations of Cloudbreak and (ii) the Significant UpHealth Stockholders have agreed to subject 5,500,000 of their shares of GigCapital2 Common Stock (as adjusted for stock splits, combinations, reorganizations and the like) that they would receive upon the closing of the Upalth Combination (the “UpHealth Closing”) to potential forfeiture and transfer (such transfer, the “Business Combination Share Adjustment”) to the Members in connection with a Valuation Shortfall on the 540th day from the Closing Date (or if such day is not a Business Day, the following Business Day) (the “Measurement Date”) as provided in the Cloudbreak BCA. A Valuation Shortfall shall occur if the dollar volume-weighted average price for the GigCapital2 Common Stock on the New York Stock Exchange during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or if not available on Bloomberg, as reported by Morningstar (the “VWAP”) for the ten trading days preceding the Measurement Date (the “Reference VWAP”) is less than $13.64, and the amount of such Valuation Shortfall is the difference between $13.64 and the Reference VWAP. In the event that a Valuation Shortfall occurs, the amount of shares of GigCapital2 Common Stock that the Significant UpHealth Stockholders shall forfeit to the Members will be the lesser of (i) the Adjustment Amount and (ii) 5,500,000 (or, if the Adjustment Amount equals 5,500,000, the Adjustment Amount). The Adjustment Amount means the quotient (rounded up to the nearest whole number) of (A) the Aggregate Valuation Shortfall, divided by (B) the Reference VWAP. The Aggregate Valuation Shortfall means the product of (A) the amount of the Valuation Shortfall, multiplied by (B) 11,000,000. Upon the closing of the transactions, the combined company will be named UpHealth, Inc. and will continue to be listed on the NYSE under the new ticker symbol “UPH”. Termination The UpHealth BCA and the Cloudbreak BCA each allow the parties to terminate such agreements if certain conditions described therein are satisfied. Additionally, under the Cloudbreak BCA, Cloudbreak is allowed to terminate the Cloudbreak BCA if there is less than $125,000,000 of cash and cash equivalents in the Trust Account at any time prior to the Cloudbreak Closing.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class one-twentieth Reconciliation of Net Loss Per Common Share In accordance with the two-class Year ended December 31, 2020 Period from March 6, 2019 (Date of Inception) through December 31, 2019 Net income (loss) $ (3,198,141 ) $ 360,451 Less: net income attributable to common stock subject to redemption (559,724 ) (1,006,622 ) Net loss attributable to common stockholders $ (3,757,865 ) $ (646,171 ) Weighted-average common shares outstanding, basic and diluted 5,263,939 4,836,966 Net loss per share common share, basic and diluted $ (0.71 ) $ (0.13 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of December 31, 2020, the assets held in the Trust Account consisted of money market funds and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $4,332,430 consist of legal, accounting, underwriting fees and other costs incurred since inception that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020 and 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Offering

Offering	12 Months Ended
	Dec. 31, 2020
Text Block [Abstract]
Offering	4. OFFERING On June 10, 2019, the Company completed the initial closing of the Offering whereby the Company sold 15,000,000 Units at a price of $10.00 per Unit. On June 13, 2019, the Company completed the second closing of the Offering with the exercise of the over-allotment option with the consummation of the sale of an additional 2,250,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one warrant to purchase one share of common stock (the “Warrants”), and one right to receive one-twentieth On June 26, 2019, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on July 1, 2019. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “GIX.U”. Any underlying shares of common stock, warrants and rights that are separated will trade on the New York Stock Exchange under the symbols “GIX,” “GIX.WS” and “GIX.RT,” respectively.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	5. RELATED PARTY TRANSACTIONS Founder Shares During the period from March 6, 2019 (date of inception) to March 12, 2019, the Sponsor and Northland Investment purchased 2,500,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.01 per share. In April 2019, the Company effected a stock dividend of 0.493 shares of common stock for each outstanding share of common stock, resulting in the Sponsor and Northland Investment holding an aggregate of 3,732,500 shares of its common stock. Subsequently, the Sponsor and Northland Investment sold 68,041 shares and 31,959 shares, respectively, to EarlyBird and the EarlyBird Group collectively for an aggregate purchase price of $670, or $0.0067 per share. In June 2019, the Company effected a stock dividend of 0.1541 shares of common stock for each outstanding share of common stock, resulting in the Sponsor, Northland Investment, EarlyBird and the EarlyBird Group holding an aggregate of 4,307,500 shares of its common stock as of December 31, 2020 and 2019. The Founder Shares are identical to the common stock included in the Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founders purchased from the Company an aggregate of 492,500 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the initial closing of the Offering. The Founders also purchased from the Company an aggregate of 75,000 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the completion of the second closing of the Offering with the exercise of the over-allotment option. Among the Private Placement Units, 481,250 units were purchased by the Sponsor, 29,900 units were purchased by EarlyBird, and 56,350 units were purchased by Northland Investment. Each Private Placement Unit consists of one share of the Company’s common stock, $0.0001 par value, one Warrant, and one right to receive one-twentieth of a share of common stock upon the consummation of the Company’s initial Business Combination. Warrants will be exercisable for $11.50 per share, and the exercise price of the Warrants may be adjusted in certain circumstances as described in Note 7. One of the Company’s underwriters, Northland, purchased 100,000 Private Underwriter Shares, at a purchase price of $10.00 per share in a private placement that occurred simultaneously with the completion of the initial closing of the Offering. Northland also purchased from the Company an aggregate of 20,000 Private Underwriter Shares at a price of $10.00 per share in a private placement that occurred simultaneously with the completion of the second closing of the Offering with the exercise of the over-allotment option. The Private Underwriter Shares are identical to the shares of common stock included in the Private Placement Units. The Company’s Founders and underwriters have agreed not to transfer, assign or sell any of their Founder Shares, Private Placement Units, shares or other securities underlying such Private Placement Units, or Private Underwriter Shares until the earlier of (i) twelve months after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Unlike the Warrants included in the Units sold in the Offering, if held by the original holder or its permitted transferees, the warrants included in the Private Placement Units are not redeemable by the Company and subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the warrants included in the Private Placement Units are held by holders other than the initial holders or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by holders on the same basis as the Warrants included in the Offering. If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units and all of the proceeds from the sale of the Private Underwriter Shares will be part of the liquidating distribution to the public stockholders. Registration Rights On June 5, 2019, the Company entered into a Registration Rights Agreement with its Founders, Northland and Ms. McDonough. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the Registration Rights Agreement. Upon cancellation of Ms. McDonough’s insider shares following her resignation, effective as of August 12, 2019, she was no longer subject to the terms and conditions set forth in the Registration Rights Agreement. Underwriters Agreement The Company granted the underwriters a 45-day The Company paid an underwriting discount of $0.20 per Unit to the underwriters. Administrative Services Agreement and Other Agreements The Company agreed to pay $20,000 a month for office space, administrative services and secretarial support to an affiliate of the Sponsor, GigFounders, LLC. Services commenced on June 6, 2019, the date the securities were first listed on the New York Stock Exchange and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Related Party Loan The Company entered into a promissory note agreement with the Sponsor under which $99,937 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest On December 19, 2020, the Company issued the Working Capital Note in the aggregate principal amount of $300,000 to the Sponsor. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s working capital requirements between now and June 10, 2021, which is the period of time that the Company has available to complete its initial business combination following the December 8, 2020 amendment to its certificate of incorporation. The Working Capital Note was issued to provide the Company with additional working capital and will not be deposited into the Company’s Trust Account. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of the proposed Business Combinations described in Note 2. Upon such election, the Working Capital Note will convert, at a price of $10.00 per Unit, into Units identical to the Private Placement Units issued in connection with the Company’s initial public offering. The issuance of the Working Capital Note resulted in a contingent beneficial conversion feature which was determined to be insignificant and will be recorded when the Business Combinations close. The Working Capital Note bears no interest and is repayable in full upon the consummation of the Company’s Business Combinations.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. COMMITMENTS AND CONTINGENCIES Business Combination Marketing Agreement The Company engaged its underwriters as advisors to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the Target Business’s attributes, introduce it to potential investors that are interested in purchasing its securities in connection with the potential Business Combination, assist it in obtaining stockholder approval for the Business Combination and assist it with its press releases and public filings in connection with the Business Combination. Pursuant to that agreement, the Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Offering, including any proceeds from the exercise of the over-allotment options.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Federal Home Loan Banks [Abstract]
Stockholders' Equity	7. STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2020 and 2019, there were 5,527,866 and 5,202,198 shares of common stock issued and outstanding and not subject to possible redemption (of which there are 16,137,253 and 17,042,802 such shares outstanding, respectively). In connection with the First Extension, as described in Note 1, to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from December 10, 2020 to March 10, 2021, stockholders elected to redeem 579,881 shares of the Company’s Common Stock, which represents approximately 3.4% of the shares that were part of the Units that were sold in the Company’s initial public offering. As such in December 2020, the Company paid $5,857,340 to redeem the 579,881 shares of Common Stock. Following such redemptions, $168,384,949 remained in the Trust Account and 21,665,119 shares of Common Stock remained issued and outstanding as of December 31, 2020. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2020 and 2019, there were no shares of preferred stock issued and outstanding. Warrants Warrants will be exercisable for $11.50 per share, and the exercise price and number of Warrant shares issuable on exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s Founders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 24-month 30-trading Under the terms of the Warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants included in the Units. As of December 31, 2020 and 2019, there were 17,817,500 warrants outstanding. Rights Each holder of a right will receive one-twentieth as-converted If the Company is unable to complete an initial Business Combination within 24 months from the closing date of the Offering and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver shares of common stock to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. As of December 31, 2020 and 2019, there were 17,817,500 rights outstanding. Stock-based Compensation The 5,000 shares issued to Ms. McDonough, the Company’s former Chief Financial Officer, were forfeited upon her resignation in August 2019. Since an initial Business Combination did not occur prior to the forfeiture of these shares, no stock-based compensation expense was recorded in the Company’s statements of operations and comprehensive income (loss).

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 168,384,949 $ 173,994,583

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Tax	9. INCOME TAX The sources of income (loss) before provision for income taxes are as follows for the year ended December 31, 2020 and the period from March 6, 2019 (date of inception) through December 31, 2019: Year ended December 31, Period from March 6, 2019 (Date of Inception) through December 31, 2019 Domestic $ (2,927,054 ) $ 919,265 Foreign — — Total $ (2,927,054 ) $ 919,265 The provision for income taxes was comprised of the following for the year ended December 31, 2020 and the period from March 6, 2019 (date of inception) through December 31, 2019: Year ended December 31, Period from March 6, 2019 (Date of Inception) through December 31, 2019 Current: Federal $ 180,694 $ 393,267 State and local 90,393 165,547 Foreign — — Total Current 271,087 558,814 Deferred: Federal — — State and local — — Foreign — — Total deferred income tax expense — — Total provision for income taxes $ 271,087 $ 558,814 Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Year ended December 31, Period from March 6, 2019 (Date of Inception) through December 31, 2019 Statutory income tax expense (benefit) $ (614,833 ) $ 193,046 State income tax expense (benefit), net of federal (203,676 ) 64,198 Other permanent items 3,095 5,336 Valuation allowance on start-up 1,086,501 296,234 Provision for income taxes $ 271,087 $ 558,814 For the year ended December 31, 2020 and the period from March 6, 2019 (date of inception) through December 31, 2020, the effective tax rate differs from the U.S. statutory rate primarily due to the valuation allowance on the Start-up The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2020 and 2019 were as follows: December 31, 2020 December 31, 2019 Deferred Tax Assets: Start-up $ 1,382,735 $ 296,234 Valuation allowance (1,382,735 ) (296,234 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2020 and 2019, the Company has recorded a valuation allowance of $1,382,735 and $296,234, respectively, to offset deferred tax assets related to its start-up

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	10. SUBSEQUENT EVENTS PIPE Subscription Agreement On January 20, 2021, GigCapital2 entered into subscription agreements (the “PIPE Subscription Agreements”), each dated January 20, 2021, with certain institutional investors (the “PIPE Investors”), including Oppenheimer & Co. Inc., the placement agent for the private placements under the PIPE Subscription Agreements, pursuant to which, among other things, GigCapital2 agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combinations, an aggregate of 3,000,000 shares (the “PIPE Shares”) of GigCapital2’s common stock (the “Common Stock”) to the PIPE Investors at $10.00 per share. The obligations to consummate the subscriptions are conditioned upon, among other things, all conditions precedent to the closing of the transactions contemplated by the Note Subscription Agreements (as defined below) having been satisfied or waived, and the closing of the transaction contemplated by the PIPE Subscription Agreements occurring concurrently with the closing of the transactions contemplated by the Note Subscription Agreements. Pursuant to the PIPE Subscription Agreements, GigCapital2 agreed that, prior to the closing of the Business Combinations, GigCapital2 will file with the Securities and Exchange Commission (“SEC”) (at GigCapital2’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “Resale Registration Statement”), and GigCapital2 will use its commercially reasonable efforts to have the Resale Registration Statement declared effective upon the closing of the Business Combinations, but no later than 60 calendar days (or 90 calendar days if the SEC notifies GigCapital2 that it will not review the Resale Registration Statement) after the closing of the Business Combinations, subject to customary conditions and covenants. On February 16, 2021, the Company filed a registration statement on Form S-1 The PIPE Shares were not issued and outstanding at the time of the Special Meeting of GigCapital2’s stockholders held to approve the Second Extension that was held on March 10, 2021. Further, the holders of the PIPE Shares will not receive any proceeds from the Trust Account established in connection with GigCapital2’s initial public offering in the event GigCapital2 does not consummate an initial Business Combination by the June 10, 2021 deadline in its current Amended and Restated Certificate of Incorporation. In the event the Business Combination are not approved by GigCapital2 stockholders or the other conditions precedent to the consummation of the Business Combination are not met, then the PIPE Shares will not be issued and GigCapital2 will seek to withdraw the registration statement prior to its effectiveness. Notes Subscription Agreements and Indenture On January 20, 2021, GigCapital2 also entered into convertible note subscription agreements (the “Note Subscription Agreements”), each dated January 20, 2021, with certain institutional investors (the “Note Investors”), pursuant to which GigCapital2 agreed to issue and sell, in a private placement to close immediately prior to the closing of the Business Combinations, $255,000,000 aggregate principal amount of unsecured convertible notes (the “Notes”). The Notes are to be issued under an indenture to be entered into in connection with the closing of the Business Combinations, between UpHealth, Inc. (formerly GigCapital2) (“New UpHealth”) and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (the “Indenture”). The Notes will bear interest at a rate of 6.25% per annum, payable semi-annually, and be convertible into shares of Common Stock at a conversion price of $11.50 per share of Common Stock in accordance with the terms of the Indenture, and will mature five years after their issuance. New UpHealth may, at its election, force conversion of the Notes after the first anniversary of the issuance of the Notes, subject to a holder’s prior right to convert, if the last reported sale price of the Common Stock exceeds 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, and the 30-day average daily trading volume of the Common Stock ending on, and including, the last trading day of the applicable exercise period is greater than or equal to $2,000,000. Following certain corporate events that occur prior to the maturity date or if New UpHealth forces a mandatory conversion, New UpHealth will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or has its notes mandatorily converted, as the case may be. In addition, in the event that a holder of the Notes elects to convert its Notes prior to the second anniversary of the issuance of the Notes, New UpHealth will be obligated to pay an amount equal to twelve months of interest, or if on or after such second anniversary of the issuance of the Notes, any remaining amounts that would be owed to, but excluding, the third anniversary of the issuance of the Notes (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash or shares of the Common Stock as set forth in the Indenture. New UpHealth will be obligated to register the shares issuable upon conversion of the Notes. GigCapital2 agreed that, within 45 days after the consummation of the Business Combinations (the “Convertible Note Resale Registration Filing Deadline”), New UpHealth will file with the SEC a registration statement (the “Convertible Note Resale Registration Statement”) registering the resale of the shares of Common Stock issuable upon conversion of the Notes (the “Convertible Note Registrable Securities”), and New UpHealth will use its commercially reasonable efforts to have the Convertible Note Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the 60th calendar day (or 90th calendar day if the SEC notifies New UpHealth that it will “review” the Convertible Note Resale Registration Statement) following the Convertible Note Resale Registration Filing Deadline. The obligations of the Note Investors to consummate the subscriptions provided for in the Note Subscription Agreements are conditioned upon, among other things, New UpHealth (i) having received cash and cash equivalents from the issuance and sale of the Notes of an aggregate amount not less than $150,000,000 and from the issuance and sale of the Common Stock of an aggregate amount not less than $30,000,000 and (ii) having at least $50,000,000 in the trust account after giving effect to any redemptions, and all conditions precedent to the closing of the transactions contemplated by the PIPE Subscription Agreements having been satisfied or waived, and the closing under the Note Subscription Agreements occurring concurrently with the investment by the PIPE Investors. In connection with the Second Extension, as described in Note 1, to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from March 10, 2021 to June 10, 2021, stockholders elected to redeem 1,852,804 shares of the Company’s Common Stock, which represents approximately 10.7% of the shares that were part of the Units that were sold in the Company’s initial public offering. As such in March 2021, the Company paid $18,715,459 to redeem the 1,852,804 shares of Common Stock.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class one-twentieth Reconciliation of Net Loss Per Common Share In accordance with the two-class Year ended December 31, 2020 Period from March 6, 2019 (Date of Inception) through December 31, 2019 Net income (loss) $ (3,198,141 ) $ 360,451 Less: net income attributable to common stock subject to redemption (559,724 ) (1,006,622 ) Net loss attributable to common stockholders $ (3,757,865 ) $ (646,171 ) Weighted-average common shares outstanding, basic and diluted 5,263,939 4,836,966 Net loss per share common share, basic and diluted $ (0.71 ) $ (0.13 )
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account As of December 31, 2020, the assets held in the Trust Account consisted of money market funds and cash.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs in the amount of $4,332,430 consist of legal, accounting, underwriting fees and other costs incurred since inception that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020 and 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.
Stock-based Payment Arrangement	Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Net Loss per Common Share, Basic and Diluted	In accordance with the two-class Year ended December 31, 2020 Period from March 6, 2019 (Date of Inception) through December 31, 2019 Net income (loss) $ (3,198,141 ) $ 360,451 Less: net income attributable to common stock subject to redemption (559,724 ) (1,006,622 ) Net loss attributable to common stockholders $ (3,757,865 ) $ (646,171 ) Weighted-average common shares outstanding, basic and diluted 5,263,939 4,836,966 Net loss per share common share, basic and diluted $ (0.71 ) $ (0.13 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Summary of Assets Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 168,384,949 $ 173,994,583

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Income Before Provision for Income Taxes	The sources of income (loss) before provision for income taxes are as follows for the year ended December 31, 2020 and the period from March 6, 2019 (date of inception) through December 31, 2019: Year ended December 31, Period from March 6, 2019 (Date of Inception) through December 31, 2019 Domestic $ (2,927,054 ) $ 919,265 Foreign — — Total $ (2,927,054 ) $ 919,265
Schedule of Provision for Income Taxes	The provision for income taxes was comprised of the following for the year ended December 31, 2020 and the period from March 6, 2019 (date of inception) through December 31, 2019: Year ended December 31, Period from March 6, 2019 (Date of Inception) through December 31, 2019 Current: Federal $ 180,694 $ 393,267 State and local 90,393 165,547 Foreign — — Total Current 271,087 558,814 Deferred: Federal — — State and local — — Foreign — — Total deferred income tax expense — — Total provision for income taxes $ 271,087 $ 558,814
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate	Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Year ended December 31, Period from March 6, 2019 (Date of Inception) through December 31, 2019 Statutory income tax expense (benefit) $ (614,833 ) $ 193,046 State income tax expense (benefit), net of federal (203,676 ) 64,198 Other permanent items 3,095 5,336 Valuation allowance on start-up 1,086,501 296,234 Provision for income taxes $ 271,087 $ 558,814
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2020 and 2019 were as follows: December 31, 2020 December 31, 2019 Deferred Tax Assets: Start-up $ 1,382,735 $ 296,234 Valuation allowance (1,382,735 ) (296,234 ) Net deferred tax assets (liabilities) $ — $ —

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)	Aug. 12, 2019	Jun. 13, 2019	Jun. 10, 2019	Jun. 10, 2019	Mar. 31, 2021	Jun. 10, 2021	Dec. 31, 2019	Dec. 31, 2020	Dec. 19, 2020	Jun. 05, 2019
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit			$ 10	$ 10
Proceeds from sale of Units, net of underwriting discounts paid							$ 169,050,000
Proceeds from sale of Private Placement Units		$ 22,500,000					5,675,000
Net proceeds from sale of units			$ 150,000,000
Transaction costs		4,332,430					$ 774,210	$ 108,220
Common stock, par value			$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001
Conversion price per unit								$ 10
Decommissioning trust assets description								(i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 24 months from the closing of the Offering on June 10, 2019; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months from the closing of the Offering on June 10, 2019.
Common stock redemption percentage								100.00%
Public shares redemption percentage								100.00%
Common stock, shares issued							5,202,198	5,527,866
Cash							$ 1,576,508	$ 478,737
Working capital								$ 2,012,409
Common Stock
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit								$ 10
Business combination transaction extended date								Mar. 10, 2021
Common stock redemption percentage								3.40%
Common stock, shares issued							5,202,198	5,527,866
Maximum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Net interest to pay dissolution expenses								$ 100,000
Chief Financial Officer
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, shares issued										5,000
Date of resignation	Aug. 12, 2019
Working Capital Note
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Conversion price per unit									$ 10
Working Capital Note
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Debt instrument, face amount									$ 3
Subsequent Event | Common Stock
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock redeemed					1,852,804
Common stock redeemed as percentage of shares sold in initial public offering						10.70%
Amended and Restated Certificate of Incorporation
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Business combination transaction extended date								Jun. 10, 2021
IPO
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering				15,000,000
Gross proceeds from issuance of unit				$ 150,000,000
Proceeds from sale of Units, net of underwriting discounts paid			$ 147,000,000
Transaction costs		$ 882,430
Common stock redeemed								579,881
Common stock, par value								$ 0.0001
Common stock redeemed as percentage of shares sold in initial public offering								3.40%
Private Placement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering		75,000
Sale of stock price per unit		$ 10
Proceeds from sale of Private Placement Units			3,000,000
Common stock held in trust			$ 150,000,000	$ 150,000,000
Private Placement | Founders
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering			492,500	492,500
Gross proceeds from issuance of unit			$ 5,925,000
Sale of stock price per unit			$ 10	$ 10
Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering		20,000
Sale of stock price per unit		$ 10
Underwriters | to Northland Securities, Inc
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering			100,000
Sale of stock price per unit			$ 10	$ 10
Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit		$ 10
Common stock held in trust		$ 22,500,000
Number of additional units purchased by underwriters		2,250,000
Transaction costs		$ 3,450,000

Business Combinations and Rel_2

Business Combinations and Related Agreements - Additional Information (Details) - USD ($)	Nov. 23, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 10, 2019
Business Acquisition [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Subsidiary Percentage Ownership	43.00%
Aggregate Merger Consideration reduction in shares		14,142,857
Business Combination, Step Acquisition, Equity Interest in Acquiree, Valuation Techniques		A Valuation Shortfall shall occur if the dollar volume-weighted average price for the GigCapital2 Common Stock on the New York Stock Exchange during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or if not available on Bloomberg, as reported by Morningstar (the “VWAP”) for the ten trading days preceding the Measurement Date (the “Reference VWAP”) is less than $13.64, and the amount of such Valuation Shortfall is the difference between $13.64 and the Reference VWAP. In the event that a Valuation Shortfall occurs, the amount of shares of GigCapital2 Common Stock  that  the  Significant  UpHealth  Stockholders shall  forfeit  to  the  Members  will  be  the  lesser  of  (i) the Adjustment Amount and (ii) 5,500,000 (or, if the Adjustment Amount equals 5,500,000, the Adjustment Amount). The Adjustment Amount means the quotient (rounded up to the nearest whole number) of (A) the Aggregate Valuation Shortfall, divided by (B) the Reference VWAP. The Aggregate Valuation Shortfall means the product of (A) the amount of the Valuation Shortfall, multiplied by (B) 11,000,000.  Upon the closing of the transactions, the combined company will be named UpHealth, Inc. and will continue to be listed on the NYSE under the new ticker symbol “UPH”.
Agreement termination description		The UpHealth BCA and the Cloudbreak BCA each allow the parties to terminate such agreements if certain conditions described therein are satisfied. Additionally, under the Cloudbreak BCA, Cloudbreak is allowed to terminate the Cloudbreak BCA if there is less than $125,000,000 of cash and cash equivalents in the Trust Account at any time prior to the Cloudbreak Closing.
Minimum cash and cash equivalent require to maintain in trust account		$ 125,000,000
UpHealth Merger
Business Acquisition [Line Items]
Common stock, par value	$ 0.0001
Business combination exchange ratio description	At the effective time of the UpHealth Merger, each share of UpHealth common stock will be canceled and converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of GigCapital2 (the “GigCapital2 Common Stock”) equal to the Exchange Ratio. The Exchange Ratio will be equal to the Aggregate Merger Consideration divided by the sum of the aggregate number of shares of UpHealth common stock issued and outstanding immediately prior to the effective time of the UpHealth Merger.
UpHealth Merger | Maximum
Business Acquisition [Line Items]
Aggregate merger consideration of common stock. shares	99,000,000
Glocal Healthcare Systems Private Limited | Share Purchase Agreement | Minimum [Member]
Business Acquisition [Line Items]
Percentage of equity interest acquired by UpHealth	99.00%
UpHealth Holding, Inc.
Business Acquisition [Line Items]
Business combination, Control obtained description		The Aggregate Merger Consideration shall be reduced by approximately (a) 14,142,857 shares of GigCapital2 Common Stock, if upon the Closing, UpHealth has not completed its acquisition of Innovations Group, and (b) 99,000 shares of GigCapital2 Common Stock for each 1.0% interest of Glocal that is below 90% and that is not yet acquired by UpHealth upon the UpHealth Closing. Adjustments to the Aggregate Merger Consideration will further be made to the extent that the indebtedness at the Closing of UpHealth and the Company Subsidiaries less the cash and cash equivalents of UpHealth and the Company Subsidiaries as of immediately before such time is greater than $33,850,000 (excluding any Acquisition Promissory Notes), provided, that such amount shall be reduced by $12,550,000, if upon the UpHealth Closing, UpHealth has not completed its acquisition of Innovations Group.
Reduction in Acquisition Promissory Notes Amount		$ 30,000,000
Common stock adjusted for stock splits, combinations, reorganizations		5,500,000
Innovations Group And TTC Healthcare | Maximum
Business Acquisition [Line Items]
Aggregate purchase price		$ 86,200,000
Thrasys, Inc
Business Acquisition [Line Items]
Business combination, Control obtained description		Following the amendment of the UpHealth Business Combination Agreement on January 29, 2021, the Thrasys Incentive Amount that shall be eligible to be granted shall be (a) 32.016% multiplied by (b) 15.143% multiplied by (c) the Adjusted Aggregate Merger/Incentive Amount. The Adjusted Aggregate Merger/Incentive Amount shall be (a) $990,000,000, subject to certain adjustments, divided by (b) $10.00. In the event that either individual ceases to be a service provider to GigCapital2, the Surviving Corporation or any of the Company Subsidiaries as of the date of grant, the portion of the Thrasys Incentive Amount allocated to such individual will not be reallocated to the other individual. Such restricted stock units shall vest into shares of GigCapital2 Common Stock at the earlier of (i) the date that is one year after the UpHealth Closing, (ii) the date on which the last sale price of GigCapital2 Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the UpHealth Closing, or (iii) the date on which GigCapital2 completes a liquidation, merger, stock exchange or other similar transaction that results in all of the GigCaptial2’s stockholders having the right to exchange their shares of GigCapital2 Common Stock for cash, securities or other property.
Cloudbreak Merger
Business Acquisition [Line Items]
Common Stock issuable		11,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Accounting Policies [Abstract]
Number of shares of common stock issued underlying restricted stock awards outstanding		5,000
Offering costs charged to stockholders' equity upon completion of offering		$ 4,332,430
Unrecognized tax benefits	$ 0	0
Amount paid for payment of interest and penalties	$ 0	$ 724

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss)	$ 360,451	$ (3,198,141)
Less: net income attributable to common stock subject to redemption	(1,006,622)	(559,724)
Net loss attributable to common stockholders	$ (646,171)	$ (3,757,865)
Weighted-average common shares outstanding, basic and diluted	4,836,966	5,263,939
Net loss per share common share, basic and diluted	$ (0.13)	$ (0.71)

Offering - Additional Informati

Offering - Additional Information (Details) - $ / shares	Jun. 13, 2019	Jun. 10, 2019	Dec. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Units sold in offering		15,000,000
Sale of stock price per unit		$ 10
Number of shares of common stock per unit		1
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Second Closing of Offering
Class Of Stock [Line Items]
Units sold in offering	2,250,000
Sale of stock price per unit	$ 10
Warrants
Class Of Stock [Line Items]
Exercise price of warrants		$ 11.50	$ 11.50
Rights | Warrants
Class Of Stock [Line Items]
Number of shares of common stock each		0.20

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jun. 20, 2019	Jun. 13, 2019	Jun. 10, 2019	Jun. 10, 2019	Mar. 12, 2019	Jun. 30, 2019	Apr. 30, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2020
Related Party Transaction [Line Items]
Sale of common stock, Shares			15,000,000
Proceeds from sale of common stock to Founders									$ 25,000
Sale of stock price per unit			$ 10	$ 10
Number of shares of common stock per unit			1	1
Common stock, par value			$ 0.0001	$ 0.0001					$ 0.0001	$ 0.0001
Holding period of shares for completion of initial business combination									12 months
Number of trading period for transfer of shares										20 days
Number of consecutive trading period for transfer of shares										30 days
Underwriters option period										45 days
Paid an underwriting discount		$ 0.20
Repayment of promissory notes to related party									$ 99,937
Conversion price per unit										$ 10
Working Capital Note
Related Party Transaction [Line Items]
Aggregate principal amount to sponser										$ 3
Maximum
Related Party Transaction [Line Items]
Period after initial business combination to allow transfer of shares										90 days
Warrants
Related Party Transaction [Line Items]
Exercise price of warrants			$ 11.50	$ 11.50						$ 11.50
Warrants | Maximum
Related Party Transaction [Line Items]
Exercise price of warrants										9.50
Warrants | Rights
Related Party Transaction [Line Items]
Right to receive common stock			0.20	0.20
Common Stock
Related Party Transaction [Line Items]
Sale of stock price per unit										10
Stock price threshold that allows transfer of shares										12.50
Common Stock | Maximum
Related Party Transaction [Line Items]
Exercise price of warrants										$ 9.50
Common Stock | Rights
Related Party Transaction [Line Items]
Right to receive common stock										0.05
Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued		75,000
Sale of stock price per unit		$ 10
Private Placement | Rights
Related Party Transaction [Line Items]
Right to receive common stock										1
Over-Allotment Option
Related Party Transaction [Line Items]
Share price per share									$ 10
Sale of stock price per unit		$ 10
Number of additional units purchased by underwriters		2,250,000
Over-Allotment Option | Common Stock
Related Party Transaction [Line Items]
Sale of common stock, Shares									120,000
Sponsor and Northland Investment
Related Party Transaction [Line Items]
Sale of common stock, Shares					2,500,000
Proceeds from sale of common stock to Founders					$ 25,000
Share price per share					$ 0.01
Common stock dividends, shares							0.493
Shares, outstanding							3,732,500
EarlyBird
Related Party Transaction [Line Items]
Sale of common stock, Shares								68,041
Share price per share						$ 0.0067		$ 0.0067
Aggregate purchase price								$ 670
EarlyBird | Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued										29,900
EarlyBird Group
Related Party Transaction [Line Items]
Sale of common stock, Shares								31,959
Share price per share						$ 0.0067		$ 0.0067
Aggregate purchase price								$ 670
Sponsor, Northland Investment, EarlyBird and The EarlyBird Group Holding
Related Party Transaction [Line Items]
Common stock dividends, shares						0.1541
Shares, outstanding									4,307,500	4,307,500
Founders
Related Party Transaction [Line Items]
Share price per share									$ 0.005804
Founders | Common Stock
Related Party Transaction [Line Items]
Sale of common stock, Shares									4,307,500
Founders | Private Placement
Related Party Transaction [Line Items]
Share price per share									$ 10
Aggregate number of shares issued			492,500	492,500
Sale of stock price per unit			$ 10	$ 10
Founders | Private Placement | Second Closing of Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued		75,000
Sale of stock price per unit		$ 10
Founders | Private Placement | Common Stock
Related Party Transaction [Line Items]
Sale of common stock, Shares									567,500
Sponsor | Promissory Note
Related Party Transaction [Line Items]
Repayment of promissory notes to related party	$ 99,937
Repayment of promissory notes									The promissory note was non-interest bearing, unsecured and was repaid in full on June 20, 2019.
Sponsor | Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued										481,250
Northland Investment | Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued										56,350
Northland Investment | Private Underwriter Shares
Related Party Transaction [Line Items]
Aggregate number of shares issued			100,000
Sale of stock price per unit			$ 10	$ 10
Northland Investment | Over-Allotment Option
Related Party Transaction [Line Items]
Aggregate number of shares issued		20,000
Sale of stock price per unit		$ 10
Sponsor Northland Investment And Early Bird | Private Placement
Related Party Transaction [Line Items]
Number of shares of common stock per unit										1
Common stock, par value										$ 0
Sponsor Northland Investment And Early Bird | Private Placement | Rights
Related Party Transaction [Line Items]
Right to receive common stock										0.05
Sponsor Northland Investment And Early Bird | Private Placement | Warrants
Related Party Transaction [Line Items]
Right to receive common stock										1
Exercise price of warrants										$ 1
Over-Allotment Option
Related Party Transaction [Line Items]
Sale of stock price per unit		$ 10
Option to purchase additional units to cover over-allotments										2,250,000
Number of additional units purchased by underwriters		2,250,000
GigFounders, LLC | Office Space, Administrative Services and Secretarial Support
Related Party Transaction [Line Items]
Payment to affiliate of sponsor										$ 20,000

Commitments and Contingencies -

Commitments and Contingencies - Additional information (Details)	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Business combination marketing agreement, underwriters fee percentage description	Pursuant to that agreement, the Company will pay the underwriters a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Offering, including any proceeds from the exercise of the over-allotment options
Underwriters fee on gross proceeds of offering including over-allotment option percentage	3.50%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($)	Aug. 12, 2019	Mar. 10, 2021	Dec. 31, 2019	Dec. 31, 2020	Jun. 10, 2019	Jun. 05, 2019	Mar. 05, 2019
Class Of Stock [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock, shares issued			5,202,198	5,527,866
Common stock, shares outstanding			5,202,198	5,527,866
Common stock redemption percentage				100.00%
Cash withdrawn from Trust Account			$ 378,118	$ 6,632,180
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Stock-based compensation expense			$ 0	$ 0
Chief Financial Officer
Class Of Stock [Line Items]
Common stock, shares issued						5,000
Number of shares forfeited	5,000
Rights
Class Of Stock [Line Items]
Period allotted to complete the business combination				24 months
Warrants or rights outstanding			17,817,500	17,817,500
Contractual penalties for failure to deliver securities to the rights holders				$ 0
Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized				100,000,000
Common stock, voting rights per share				Holders of the Company’s common stock are entitled to one vote for each share of common stock.
Common stock, shares issued			5,202,198	5,527,866
Common stock, shares outstanding			5,202,198	5,527,866
Shares subject to possible redemption			17,042,802	16,137,253
Business combination transaction extended date				Mar. 10, 2021
Temporary equity shares subject to redemption shares			17,042,802	(905,549)
Common stock redemption percentage				3.40%
Payment of redemption				$ 5,857,340
Common stock held in trust				$ 168,384,949
Common stock remaining shares issued and outstanding				21,665,119
Common Stock | Rights
Class Of Stock [Line Items]
Number of shares of common stock each holder receive				0.05
Common Stock | Maximum
Class Of Stock [Line Items]
Exercise price of warrants				$ 9.50
Common Stock | Subsequent Event
Class Of Stock [Line Items]
Temporary equity shares subject to redemption shares		579,881
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized				1,000,000
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Warrants
Class Of Stock [Line Items]
Exercise price of warrants				$ 11.50	$ 11.50
Number of trading days required for warrant exercise price adjustment				20 days
Percentage of warrants exercise price				115.00%
Period after business combination when warrants become exercisable				30 days
Period after offering when warrants become exercisable				12 months
Warrants exercisable expiration period after completion of business combination				5 years
Period allotted to complete the business combination			18 months	24 months
Net cash settlement value of warrants				$ 0
Redemption price per warrant				$ 0.01
Minimum period of prior written notice of redemption of warrants				30 days
Minimum price per share required for redemption of warrants				$ 18
Warrants redemption covenant, threshold trading days				20 days
Warrants redemption covenant, threshold consecutive trading days				30 days
Warrants or rights outstanding			17,817,500	17,817,500
Warrants | Rights
Class Of Stock [Line Items]
Number of shares of common stock each holder receive					0.20
Warrants | Maximum
Class Of Stock [Line Items]
Exercise price of warrants				$ 9.50
Warrants | Minimum
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds of equity issuances				60.00%

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Assets:
Cash and marketable securities held in Trust Account	$ 168,384,949	$ 173,994,583
Recurring Basis | Level 1
Assets:
Cash and marketable securities held in Trust Account	$ 168,384,949	$ 173,994,583

Income Tax - Schedule of Income

Income Tax - Schedule of Income Before Provision for Income Taxes (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ 919,265	$ (2,927,054)
Income (loss) before provision for income taxes	$ 919,265	$ (2,927,054)

Income Tax - Schedule of Provis

Income Tax - Schedule of Provision for Income Taxes (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Current:
Federal	$ 393,267	$ 180,694
State and local	165,547	90,393
Total Current	558,814	271,087
Deferred:
Total provision for income taxes	$ 558,814	$ 271,087

Income Tax - Schedule of Reconc

Income Tax - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory income tax expense (benefit)	$ 193,046	$ (614,833)
State income tax expense (benefit), net of federal	64,198	(203,676)
Other permanent items	5,336	3,095
Valuation allowance on start-up costs	296,234	1,086,501
Total provision for income taxes	$ 558,814	$ 271,087

Income Tax - Schedule of Deferr

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred Tax Assets:
Start-up costs	$ 1,382,735	$ 296,234
Valuation allowance	$ (1,382,735)	$ (296,234)

Income Tax - Additional Informa

Income Tax - Additional Information (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Valuation allowance of deferred tax assets	$ 1,382,735	$ 296,234
Unrecognized tax benefits	0	0
Accrued interest or penalties on unrecognized tax benefits	0	0
Changes in unrecognized tax benefits	$ 0	$ 0

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)	Jan. 20, 2021	Mar. 31, 2021	Jun. 10, 2021	Dec. 31, 2019	Dec. 31, 2020	Feb. 16, 2021	Jun. 10, 2019	Mar. 05, 2019
Subsequent Event [Line Items]
Common stock, shares issued				5,202,198	5,527,866
Common stock, shares outstanding				5,202,198	5,527,866
Common stock, par value				$ 0.0001	$ 0.0001		$ 0.0001
Conversion price per unit					$ 10
Proceeds from sale of common stock to Founders				$ 25,000
Redemption of units					$ 5,857,340
Common Stock
Subsequent Event [Line Items]
Common stock, shares issued				5,202,198	5,527,866
Common stock, shares outstanding				5,202,198	5,527,866
Subsequent Event | Common Stock
Subsequent Event [Line Items]
Common stock redeemed as percentage of shares sold in initial public offering			10.70%
Redemption of units		$ 18,715,459
Common stock redeemed		1,852,804
Note Investors | Subsequent Event | Note Subscription Agreements
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.25%
Conversion price per unit	$ 11.50
Debt Instrument, Maturity Date, Description	five years
Percentage of closing sales price of common stock that conversion price must exceed in order for notes to be convertible	130.00%
Number of trading days within 30 trading days in which the closing price of common stock must exceed conversion price for notes to be convertible	20 days
Number of trading days during which closing price of common stock must exceed conversion price for at least 20 days in order for the preferred stock to be convertible	30 days
Note average daily trading volume of common Stock of the applicable exercise period	$ 2
Number of days to register the shares issuable upon conversion of the notes	45 days
Note Investors | Subsequent Event | Note Subscription Agreements | Minimum [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Unsecured Debt	$ 150,000,000
Proceeds from sale of common stock to Founders	30,000,000
Trust account balance after redemptions	$ 50,000,000
Private Placement | Subsequent Event | PIPE Subscription Agreement
Subsequent Event [Line Items]
Common stock, par value						$ 0.0001
Private Placement | PIPE Investors | Subsequent Event | PIPE Subscription Agreement
Subsequent Event [Line Items]
Common stock, shares issued	3,000,000
Common stock, par value	$ 0.10
Private Placement | Note Investors | Subsequent Event | Note Subscription Agreements | Convertible Notes Payable
Subsequent Event [Line Items]
Proceeds from Unsecured Notes Payable	$ 255,000,000