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Income Tax

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Income Tax

NOTE

. INCOME TAX

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$	335,155

Total deferred tax asset		335,155
Valuation allowance		(335,155	)

Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:


	December 31, 2020
Federal
Current	$	10,070
Deferred		(335,155	)
State
Current	$	—
Deferred		—
Change in valuation allowance		335,155

Income tax provision	$	10,070

As of December 31, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 6, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $335,155.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


	December 31, 2020
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0	%
Change in fair value of Warrants		(14.6	)%
Change in fair value of FPA		(3.0	)%
Initial classification of FPA		(0.3	)%
Compensation expense		(1.0	)%
Transaction costs		(1.0	)%
Change in valuation allowance		(1.2	)%

Income tax provision		(0.1	)%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Groop Internet Platform Inc [Member]

Income Tax

NOTE 9:-

TAXES ON INCOME

As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not

more-likely-than-not

to be realized.

The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

NOTE 10:

TAXES ON INCOME

Domestic:

Groop Internet Platform Inc., together with its U.S. subsidiary, is taxed under the tax laws of the United States and the statutory enacted corporate income tax rate for the years ended December 31, 2020 and 2019 is approximately 21%.

As of December 31, 2020, the Company has U.S. federal and state tax loss carry-forward of approximately $97,000 and $105,000, respectively, which if unused will begin to expire 2032.

Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

Israeli taxation:

Taxable income is subject to a 23% Israeli corporate tax rate in 2020 and 2019.

Deferred taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets consist of operating loss carryforwards and other temporary differences. The components of the net deferred tax assets are as follows:


	Year ended December 31,
	2020			2019
Net operating loss carryforwards	$	25,778		$	22,679
Other temporary differences		1,297			6

Total gross deferred tax assets		27,075			22,685
Valuation allowance		(27,075	)		(22,685	)

Total deferred tax assets	$	—		$	—

Loss (income) before taxes is comprised as follows:


	Year ended December 31,
	2020			2019
Domestic	$	22,415		$	29,127
Foreign		(69	)		(49	)

	$	22,346		$	29,078

A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year ended December 31,
	2020			2019
Loss before income taxes	$	22,346		$	29,078
Statutory tax rate		21	%		21	%
Theoretical tax benefit		4,692			6,106
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit		1,106			1,508
Permanent differences		(586	)		(591	)
Valuation allowance		(4,390	)		(7,015	)
Other		(95	)		—

Actual income taxes	$	—		$	8

Tax assessments:

The US entity has not received final tax assessments since its incorporation.

The Israeli subsidiary tax assessments filed by the Company through the 2014 are considered final.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Private Placement - Additional Information (Detail) - USD ($)	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Class of warrant, exercise price	$ 11.50	$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Class of warrant or right issued during the period	10,280,000	10,280,000
Class of warrant or right, value issued	$ 10,280,000	$ 10,280,000
Class of warrant, exercise price	$ 11.50	$ 11.50

Summary of Significant Accounting Policies - Summary of Disaggregation of Revenues by Revenue Source (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 27,157	$ 11,120	$ 76,190	$ 38,178
Consumers [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	18,564	9,759	61,586	35,438
Commercial [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 8,593	$ 1,361	$ 14,604	$ 2,740

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Equity Incentive Plan

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Equity Incentive Plan

NOTE 7:-

EQUITY INCENTIVE PLAN

The Company adopted the Groop Internet Platform Inc. 2014 Global Share Incentive Plan (the “Option Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. As of March 31, 2021, 201,427 common shares are reserved for issuance under the Option Plan, as amended. The Option Plan is administered by the Company’s board of directors (the “Plan Administrator”). The Plan Administrator determines the exercise price and vesting schedules for stock options granted under the Option Plan on the date of grant. Stock option grants generally vest over a four-year period and generally have contractual terms of ten years.

A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows:


	Three months ended March 31, 2021
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at the beginning of the period		18,097,815			0.80		6.76		134,094
Granted		743,156			8.21
Exercised		(603,914	)		1.32
Forfeited		(45,537	)		1.33

Outstanding at the end of the period		18,191,520			1.08		6.57		178,736

Exercisable at the end of the period		11,847,077			0.56		5.40		122,569

The weighted average grant date fair value of stock options granted to employees during the periods ended March 31, 2021 and 2020 was $7 and $0.73 per share, respectively.

The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss:


	Three months ended March 31,
	2021		2020
Research and development	$	172	$	29
Clinical Operations		71		4
Sales and Marketing		877		165
General and administrative		393		203

Total stock-based compensation expense	$	1,513	$	401

As of March 31, 2021, there was $12,545 of total unrecognized compensation cost related to

non-vested

options that are expected to be recognized over a period of up to 4 years.

Warrants to financial institutions

As of March 31, 2021, there were 60,000 outstanding warrants to purchase the Company’s common stock for a price of $0.44 per share. These warrants were issued in 2017 and will expire in 2027.

As of March 31, 2021, there were 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $2.75 per share. These warrants were issued in 2019 and will expire in 2029. The Company accounted for these warrants as a liability at fair value. The fair value of the warrants as of March 31, 2021 amounted to $609.

For warrant issued in respect of the Credit Agreement, refer to Note 4.

NOTE 8:

EQUITY INCENTIVE PLAN

The Company adopted the Groop Internet Platform Inc. 2014 Global Share Incentive Plan (the “Option Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. As of December 31, 2020, 889,046 common shares are reserved for issuance under the Option Plan, as amended. The Option Plan is administered by the Company’s board of directors (the “Plan Administrator”). The Plan Administrator determines the exercise price and vesting schedules for stock options granted under the Option Plan on the date of grant. Stock option grants generally vest over a four-year period and generally have contractual terms of ten years.

A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows:


	Year ended December 31, 2020
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at beginning of year		13,841,065			0.61		7.37		10,655
Granted		5,152,687			1.37
Exercised		(167,315	)		0.56
Forfeited		(728,622	)		1.22

Outstanding at end of year		18,097,815			0.80		6.76		134,094

Exercisable at end of year		11,161,876			0.52		5.51		85,856

The weighted-average grant-date fair value of stock options granted to employees during the years ended December 31, 2020 and 2019, was $1.92 and $0.78 per share, respectively.

The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss:


	Year ended December 31,
	2020		2019
Research and development	$	229	$	768
Clinical Operations		102		401
Sales and Marketing		1,568		182
General and administrative		1,078		2,053

Total stock-based compensation expense	$	2,977	$	3,404

As of December 31, 2020, there was $9,337 of total unrecognized compensation cost related to

non-vested

options that are expected to be recognized over a period of up to 4 years.

Warrants to financial institutions

As of December 31, 2020, there were 60,000 outstanding warrants to purchase the Company’s common stock for a price of $0.44 per share. These warrants were issued in 2017 and will expire in 2027.

As of December 31, 2020, there were 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $2.75 per share. These warrants were issued in 2019 and will expire in 2029. The Company accounted for the warrants as a liability at fair value. The fair value of the warrants as of December 31, 2020 amounted to $444.

Commitments and Contingencies - Additional Information (Detail) - USD ($)		3 Months Ended	11 Months Ended	12 Months Ended
	Jan. 12, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Commitments And Contingencies Disclosure [Line Items]
Under writing discount per unit cash paid		$ 0.20	$ 0.20
Payments for underwriting expense		$ 8,280,000	$ 8,280,000
Under writing deferred fee per unit		$ 0.35	$ 0.35
Deferred underwriting fee payable		$ 14,490,000	$ 14,490,000	$ 14,490,000
Description of Business Acquisition Planned Restructuring Activities	(a) All shares of common stock and preferred stock of the Company and all vested options exercisable for common stock of the Company, in each case, outstanding immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, a number of shares of common stock, par value $0.0001 per share, of HEC (“HEC Common Stock”) or a combination of shares of HEC Common Stock and cash, in each case, as adjusted pursuant to the Merger Agreement, which in the aggregate with the options to acquire common stock of the Company to be assumed by HEC in exchange for options to acquire HEC Common Stock, will equal to the Merger Consideration; (b) The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to pre-closing holders of the Company’s stock and vested options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement (each as defined below), minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement; (c) The maximum number of shares of HEC Common Stock that may be issued to pre-closing holders of the Company’s stock and options, including HEC Common Shares underlying any assumed options, pursuant to the foregoing is equal to a number determined dividing (a) (i) the Merger Consideration minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00
Stock Issued during Period New Shares, Shares			41,400,000
ISRAEL \| Groop Internet Platform Inc [Member]
Commitments And Contingencies Disclosure [Line Items]
Future minimum lease commitments			$ 16,000	$ 16,000
Operating lease expiry date				Jul. 31, 2021
Operating leases rent expense				$ 494,000	$ 591,000
Common Stock \| Subscription Agreement \| PIPE Investor
Commitments And Contingencies Disclosure [Line Items]
Stock Issued during Period New Shares, Shares	30,000,000
Proceeds from Issuance of Common Stock	$ 300,000,000

Fair Value Measurements (Tables)

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Level		March 31, 2021		December 31, 2020
Liabilities:
Warrant Liability – Public Warrants		1	$	17,990,000	$	35,604,000
Warrant Liability – Private Placement Warrants		3	$	15,111,600	$	17,990,000
FPA Liability		3	$	1,650,000	$	4,225,000

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	414,228,281

Liabilities:
Warrant Liability – Public Warrants		1	$	35,604,000
Warrant Liability – Private Placement Warrants		3	$	17,990,000
FPA Liability		3	$	4,225,000

Summary of warrants

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement			Public			Total Warrant Liabilities
Fair value as of January 1, 2021	$	17,990,000		$	35,604,000		$	53,594,000
Change in fair value		(2,878,400	)		(5,589,000	)		(8,467,400	)

Fair value as of March 31, 2021	$	15,111,600		$	30,015,000		$	45,126,600

The following table presents the changes in the fair value of FPA liability:


	Private Placement
Fair value as of January 1, 2021	$	4,225,000
Change in fair value		(2,575,000	)

Fair value as of March 31, 2021	$	1,650,000

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of February 6, 2020 (inception)	$	—	$	—	$	—
Initial measurement on June 11, 2020		10,280,000		20,700,000		34,697,600
Change in fair value		6,476,400		12,420,000		18,896,400

Fair value as of December 31, 2020	$	17,990,000	$	35,604,000	$	53,594,000

The following table presents the changes in the fair value of FPA liability:


		Private Placement
Fair value as of February 6, 2020 (inception)	$	—
Initial measurement on June 11, 2020		350,000
Change in fair value		3,875,000

Fair value as of December 31, 2020	$	4,225,000

Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities

The gross holding gains and fair value of

held-to-maturity

securities at March 31, 2021 and December 31, 2020 are as follows:


	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain		Fair Value
March 31, 2021	Money market funds		1		N/A		N/A	$	414,275,432
December 31, 2020	U.S. Treasury Securities (Mature on 1/28/2021)		1	$	414,228,281	$	4,345	$	414,232,626

The gross holding gains and fair value of

held-to-maturity

securities at December 31, 2020 are as follows:


	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain		Fair Value

December 31, 2020	U.S. Treasury Securities (Mature on 1/28/2021 )		1	$	414,228,281	$	4,345	$	414,232,626

Related Party Transactions

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In February 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On May 20, 2020, the Sponsor transferred 25,000 Founder Shares to Amy Schulman, a director, and on June 3, 2020 the Sponsor transferred 25,000 shares to Thelma Duggin, a director, resulting in the Sponsor holding an aggregate of 8,575,000 Founder Shares. On June 8, 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting an aggregate of 10,350,000 Founder Shares issued and outstanding, of which 10,300,000 Founder Shares are held by the Sponsor and 50,000 Founder Shares are held by the directors. All share and

per-share

amounts have been retroactively restated to reflect the stock split.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 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 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Promissory Note – Related Party

On February 6, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The outstanding balance of $129,706 under the Promissory Note was repaid on June 12, 2020.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, $2,586 was outstanding.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on June 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2021, the Company incurred $30,000. As of March 31, 2021 and December 31, 2020, $100,000 and $70,000, respectively, is included in accrued expenses in the accompanying condensed consolidated balance sheets.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (the “FPA”) with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master has committed to purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and

one-half

of one warrant to purchase one share of Class A common stock (the “Forward Purchase Warrants” and together with the Forward Purchase Units and the Forward Purchase Shares, the “Forward Purchase Securities”), for $10.00 per unit, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of a Business Combination. The proceeds from the sale of these Forward Purchase Units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Business Combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, HEC Master may purchase less than 5,000,000 Forward Purchase Units. In addition, HEC Master’s commitment under the forward purchase agreement will be subject to approval, prior to the Company entering into a definitive agreement for the initial Business Combination, of its investment committee. Pursuant to the terms of the Forward Purchase Agreement, HEC Master will have the option to assign its commitment to one of its affiliates and up to $2,500,000 to members of the Company’s management team. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by HEC Master or its permitted assignees and transferees.

In connection with the signing of the Merger Agreement, the Company and HEC Master amended the Forward Purchase Agreement. Pursuant to the First Amendment to the Forward Purchase Agreement, dated January 12, 2021, HEC Master’s purchase obligations were amended such that HEC Master is obligated to purchase 2,500,000 Forward Purchase Units and backstop up to $25,000,000 of redemptions by HEC stockholders through the purchase of additional Forward Purchase Units, in each case valued at $10.00 per Forward Purchase Unit, in a private placement that will close concurrently with the closing of the Business Combination.

NOTE

. RELATED PARTY TRANSACTIONS

Founder Shares

per-share

amounts have been retroactively restated to reflect the stock split.

30-trading

Promissory Note – Related Party

On February 6, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The outstanding balance of $129,706 under the Promissory Note was repaid on June 12, 2020.

Related Party Loans

31, 2020, no Working Capital Loans were outstanding.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on June 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the period from February 6, 2020 (inception) through December 31, 2020, the Company incurred $70,000 in fees for these services. As of December 31, 2020, $70,000 is included in accrued expenses in the accompanying balance sheet.

Forward Purchase Agreement

The Company entered into a

forward purchase agreement (the “FPA”) with

HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master has committed to purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and

one-half

commitment under the FPA will

be subject to approval, prior to the Company entering into a definitive agreement for the initial Business Combination, of its investment committee.

Pursuant to the terms of the FPA

, HEC Master will have the option to assign its commitment to one of its affiliates and up to $2,500,000 to members of the Company’s management team. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by HEC Master or its permitted assignees and transferees.

In connection with the signing of the Merger Agreement, the Company and HEC

Master amended the FPA

. Pursuant to the First Amendment to the Forward Purchase Agreement, dated January 12, 2021, HEC Master’s purchase obligations were amended such that HEC Master is obligated to purchase 2,500,000 Forward Purchase Units and backstop up to $25,000,000 of redemptions by HEC stockholders through the purchase of additional Forward Purchase Units, in each case valued at $10.00 per Forward Purchase Unit, in a private placement that will close concurrently with the closing of the Business Combination.

Intangible Assets, Net (Tables) - Groop Internet Platform Inc [Member]

12 Months Ended

Dec. 31, 2020

Summary of Intangible Assets

Intangible assets are comprised of the following:


	Year ended December 31,
	2020		2019
Intangible assets with finite lives:
Acquired technology	$	3,201	$	—
Customer relationship		1,350		—
Non-Competition agreement		939		—

		5,490	$	—

Accumulated amortization:
Acquired technology		75		—
Customer relationship		170		—
Non-Competition agreement		50		—

		295		—

Intangible assets, net	$	5,195	$	—

Summary of Future Amortization Expenses

Future amortization expenses for the years ending:


December 31,
2021	$	1,759
2022		907
2023		743
2024		446
2025 and thereafter		1,340

	$	5,195

Private Placement

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Private Placement

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Private Placement Warrants for an aggregate purchase price of $10,280,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE

. PRIVATE PLACEMENT

Income Tax - Summary of Income Before Income Taxes (Details) - USD ($)	2 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Loss before taxes on income	$ 1,000	$ (10,361,129)		$ 27,225,838
Groop Internet Platform Inc [Member]
Domestic					$ 22,415,000	$ 29,127,000
Foreign					(69,000)	(49,000)
Loss before taxes on income		$ 12,730,000	$ 7,897,000		$ 22,346,000	$ 29,078,000

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Restatement Of Previously Issued Financial Statements (Tables)

11 Months Ended

Dec. 31, 2020

Restatement Of Financial Statements [Abstract]

Summary of restatement of financial statements

The following table reflects HEC’s balance sheet and cash flow statement as of the dates and for the periods indicated below:


	As Previously Reported			Adjustments			As Restated
Balance sheet as of June 11, 2020 (audited)
Warrant Liability	$	—		$	34,697,600		$	34,697,600
FPA Liability		—			350,000			350,000
Common Stock Subject to Possible Redemption		395,946,830			(35,047,600	)		360,899,230
Class A Common Stock		181			350			531
Additional Paid-in Capital		5,003,772			2,906,063			7,909,835
Accumulated Deficit		(4,984	)		(2,906,413	)		(2,911,397	)

Balance sheet as of June 30, 2020 ( un audited)
Warrant Liability	$	—		$	36,039,600		$	36,039,600
FPA Liability		—			675,000			675,000
Common Stock Subject to Possible Redemption		395,915,430			(36,714,600	)		359,200,830
Class A Common Stock		181			367			548
Additional Paid-in Capital		5,035,172			4,573,046			9,608,218
Accumulated Deficit		(36,385	)		(4,573,413	)		(4,609,798	)

Three Months Ended June 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(1,342,000	)	$	(1,342,000	)
Change in fair value of FPA		—			(325,000	)		(325,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(35,385	)		(4,573,413	)		(4,608,798	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.00	)		(0.45	)		(0.45	)

Period from February 6, 2020 (inception) to June 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(1,342,000	)	$	(1,342,000	)
Change in fair value of FPA		—			(325,000	)		(325,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(36,385	)		(4,573,413	)		(4,609,798	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.00	)		(0.45	)		(0.45	)

Cash Flow Statement for the Period from February 6, 2020 (inception) to June 30, 2020 (unaudited)
Net Loss	$	(36,385	)	$	(4,573,413	)	$	(4,609,798	)
Change in fair value of warrant liability	$			$	1,342,000		$	1,342,000
Initial classification of warrant liability	$			$	34,697,600		$	34,697,600
Change in fair value of FPA Liability	$			$	325,000		$	325,000
Initial classification of FPA liability	$			$	350,000		$	350,000
Transaction Costs	$			$	1,322,813		$	1,322,813
Initial classification of common stock subject to redemption	$	395,946,830		$	(35,047,600	)	$	360,899,230
Change in value of common stock subject to possible redemption	$	(31,400	)	$	(1,667,000	)	$	(1,698,400	)

Balance sheet as of September 30, 2020 ( un audited)
Warrant Liability	$	—		$	36,659,200		$	36,659,200
FPA Liability		—			1,100,000			1,100,000
Common Stock Subject to Possible Redemption		395,905,310			(37,759,200	)		358,146,110
Class A Common Stock		181			378			11
Additional Paid-in Capital		5,045,292			5,617,635			10,662,927
Accumulated Deficit		(46,499	)		(5,618,013	)		(5,664,512	)

Three Months Ended September 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(619,600	)	$	(619,600	)
Change in fair value of FPA		—			(425,000	)		(425,000	)
Net loss		(10,114	)		(1,044,600	)		(1,054,714	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.01	)		(0.10	)		(0.11	)

Period from February 6, 2020 (inception) to September 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(1,961,600	)	$	(1,961,600
Change in fair value of FPA		—			(750,000	)		(750,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(46,499	)		(5,618,013	)		(5,664,512	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.01	)		(0.54	)		(0.55	)

Cash Flow Statement for the Period from February 6, 2020 (inception) to September 30, 2020 (unaudited)
Net Loss	$	(46,499	)	$	(5,618,013	)	$	(5,664,512	)
Change in fair value of warrant liability	$			$	1,961,600		$	1,961,600
Initial classification of warrant liability	$			$	34,697,600		$	34,697,600
Change in fair value of FPA Liability	$			$	750,000		$	750,000
Initial classification of FPA liability	$			$	350,000		$	350,000
Transaction Costs	$			$	1,322,813		$	1,322,813
Initial classification of common stock subject to redemption	$	395,946,830		$	(35,047,600	)	$	360,899,230
Change in value of common stock subject to possible redemption	$	(41,520	)	$	(2,711,600	)	$	(2,753,120	)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	53,594,000		$	53,594,000
FPA Liability		—			4,225,000			4,225,000
Common Stock Subject to Possible Redemption		394,393,720			(57,819,000	)		336,574,720
Class A Common Stock		196			578			774
Additional Paid-in Capital		6,556,867			25,677235			32,234,102
Accumulated Deficit		(1,558,095	)		(25,677,813	)		(27,235,908	)

Period from February 6, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(18,896,400	)	$	(18,896,400	)
Change in fair value of FPA		—			(3,875,000	)		(3,875,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(1,558,095	)		(25,677,813	)		(27,235,908	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.15	)		(2.49	)		(2.64	)

Cash Flow Statement for the Period from February 6, 2020 (inception) to December 31, 2020 (audited)
Net Loss	$	(1,558,095	)	$	(25,677,813	)	$	(27,235,908	)
Change in fair value of warrant liability	$			$	18,896,400		$	18,896,400
Initial classification of warrant liability	$			$	34,697,600		$	34,697,600
Change in fair value of FPA Liability	$			$	3,875,000		$	3,875,000
Initial classification of FPA liability	$			$	350,000		$	350,000
Transaction Costs	$			$	1,322,813		$	1,322,813
Initial classification of common stock subject to redemption	$	395,946,830		$	(35,047,600	)	$	360,899,230
Change in value of common stock subject to possible redemption	$	(1,553,110	)	$	(22,771,400	)	$	(24,324,510	)

Public Offering - Additional Information (Detail) - $ / shares		3 Months Ended	11 Months Ended
	Jun. 11, 2020	Mar. 31, 2021	Dec. 31, 2020
Initial public offering, units issued			41,400,000
Initial public offering, price per unit	$ 10.00	$ 10.00	$ 10.00
Warrant exercise price		$ 11.50	$ 11.50
Common Class A
Initial public offering, units issued			41,400,000
Common Class A \| IPO
Initial public offering, units issued	41,400,000	41,400,000	41,400,000
Initial public offering, price per unit	$ 10.00	$ 10.00	$ 10.00
Common Class A \| Over-Allotment Option
Initial public offering, units issued	5,400,000	5,400,000	5,400,000

Restatement Of Previously Issued Financial Statements

11 Months Ended

Dec. 31, 2020

Restatement Of Financial Statements [Abstract]

Restatement Of Financial Statements [Text Block]

NOTE 2—RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and its FPA (as defined in Note 6) as components of equity instead of as liabilities.

Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the Warrants and FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity and concluded that they do not meet the criteria to be classified in stockholders’ equity.

As a result, the Company should have classified the Warrants and FPA as liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and FPA at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants and FPA as components of equity instead of as liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

The following table reflects HEC’s balance sheet and cash flow statement as of the dates and for the periods indicated below:


	As Previously Reported			Adjustments			As Restated
Balance sheet as of June 11, 2020 (audited)
Warrant Liability	$	—		$	34,697,600		$	34,697,600
FPA Liability		—			350,000			350,000
Common Stock Subject to Possible Redemption		395,946,830			(35,047,600	)		360,899,230
Class A Common Stock		181			350			531
Additional Paid-in Capital		5,003,772			2,906,063			7,909,835
Accumulated Deficit		(4,984	)		(2,906,413	)		(2,911,397	)

Balance sheet as of June 30, 2020 ( un audited)
Warrant Liability	$	—		$	36,039,600		$	36,039,600
FPA Liability		—			675,000			675,000
Common Stock Subject to Possible Redemption		395,915,430			(36,714,600	)		359,200,830
Class A Common Stock		181			367			548
Additional Paid-in Capital		5,035,172			4,573,046			9,608,218
Accumulated Deficit		(36,385	)		(4,573,413	)		(4,609,798	)

Three Months Ended June 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(1,342,000	)	$	(1,342,000	)
Change in fair value of FPA		—			(325,000	)		(325,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(35,385	)		(4,573,413	)		(4,608,798	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.00	)		(0.45	)		(0.45	)

Period from February 6, 2020 (inception) to June 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(1,342,000	)	$	(1,342,000	)
Change in fair value of FPA		—			(325,000	)		(325,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(36,385	)		(4,573,413	)		(4,609,798	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.00	)		(0.45	)		(0.45	)

Cash Flow Statement for the Period from February 6, 2020 (inception) to June 30, 2020 (unaudited)
Net Loss	$	(36,385	)	$	(4,573,413	)	$	(4,609,798	)
Change in fair value of warrant liability	$			$	1,342,000		$	1,342,000
Initial classification of warrant liability	$			$	34,697,600		$	34,697,600
Change in fair value of FPA Liability	$			$	325,000		$	325,000
Initial classification of FPA liability	$			$	350,000		$	350,000
Transaction Costs	$			$	1,322,813		$	1,322,813
Initial classification of common stock subject to redemption	$	395,946,830		$	(35,047,600	)	$	360,899,230
Change in value of common stock subject to possible redemption	$	(31,400	)	$	(1,667,000	)	$	(1,698,400	)

Balance sheet as of September 30, 2020 ( un audited)
Warrant Liability	$	—		$	36,659,200		$	36,659,200
FPA Liability		—			1,100,000			1,100,000
Common Stock Subject to Possible Redemption		395,905,310			(37,759,200	)		358,146,110
Class A Common Stock		181			378			11
Additional Paid-in Capital		5,045,292			5,617,635			10,662,927
Accumulated Deficit		(46,499	)		(5,618,013	)		(5,664,512	)

Three Months Ended September 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(619,600	)	$	(619,600	)
Change in fair value of FPA		—			(425,000	)		(425,000	)
Net loss		(10,114	)		(1,044,600	)		(1,054,714	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.01	)		(0.10	)		(0.11	)

Period from February 6, 2020 (inception) to September 30, 2020 ( un audited)
Change in fair value of warrant liability	$	—		$	(1,961,600	)	$	(1,961,600
Change in fair value of FPA		—			(750,000	)		(750,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(46,499	)		(5,618,013	)		(5,664,512	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.01	)		(0.54	)		(0.55	)

Cash Flow Statement for the Period from February 6, 2020 (inception) to September 30, 2020 (unaudited)
Net Loss	$	(46,499	)	$	(5,618,013	)	$	(5,664,512	)
Change in fair value of warrant liability	$			$	1,961,600		$	1,961,600
Initial classification of warrant liability	$			$	34,697,600		$	34,697,600
Change in fair value of FPA Liability	$			$	750,000		$	750,000
Initial classification of FPA liability	$			$	350,000		$	350,000
Transaction Costs	$			$	1,322,813		$	1,322,813
Initial classification of common stock subject to redemption	$	395,946,830		$	(35,047,600	)	$	360,899,230
Change in value of common stock subject to possible redemption	$	(41,520	)	$	(2,711,600	)	$	(2,753,120	)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	53,594,000		$	53,594,000
FPA Liability		—			4,225,000			4,225,000
Common Stock Subject to Possible Redemption		394,393,720			(57,819,000	)		336,574,720
Class A Common Stock		196			578			774
Additional Paid-in Capital		6,556,867			25,677235			32,234,102
Accumulated Deficit		(1,558,095	)		(25,677,813	)		(27,235,908	)

Period from February 6, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(18,896,400	)	$	(18,896,400	)
Change in fair value of FPA		—			(3,875,000	)		(3,875,000	)
Compensation expense in connection with issuance of Private Placement Warrants		—			(1,233,600	)		(1,233,600	)
Initial classification of FPA		—			(350,000	)		(350,000	)
Transaction costs attributable to Warrants		—			(1,322,813	)		(1,322,813	)
Net loss		(1,558,095	)		(25,677,813	)		(27,235,908	)
Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000						10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock		(0.15	)		(2.49	)		(2.64	)

Cash Flow Statement for the Period from February 6, 2020 (inception) to December 31, 2020 (audited)
Net Loss	$	(1,558,095	)	$	(25,677,813	)	$	(27,235,908	)
Change in fair value of warrant liability	$			$	18,896,400		$	18,896,400
Initial classification of warrant liability	$			$	34,697,600		$	34,697,600
Change in fair value of FPA Liability	$			$	3,875,000		$	3,875,000
Initial classification of FPA liability	$			$	350,000		$	350,000
Transaction Costs	$			$	1,322,813		$	1,322,813
Initial classification of common stock subject to redemption	$	395,946,830		$	(35,047,600	)	$	360,899,230
Change in value of common stock subject to possible redemption	$	(1,553,110	)	$	(22,771,400	)	$	(24,324,510	)

Equity Incentive Plan (Tables) - Groop Internet Platform Inc [Member]

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of Stock Option Activity

A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows:


	Three months ended March 31, 2021
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at the beginning of the period		18,097,815			0.80		6.76		134,094
Granted		743,156			8.21
Exercised		(603,914	)		1.32
Forfeited		(45,537	)		1.33

Outstanding at the end of the period		18,191,520			1.08		6.57		178,736

Exercisable at the end of the period		11,847,077			0.56		5.40		122,569

A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows:


	Year ended December 31, 2020
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at beginning of year		13,841,065			0.61		7.37		10,655
Granted		5,152,687			1.37
Exercised		(167,315	)		0.56
Forfeited		(728,622	)		1.22

Outstanding at end of year		18,097,815			0.80		6.76		134,094

Exercisable at end of year		11,161,876			0.52		5.51		85,856

Summary of Stock-based Compensation Expense

The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss:


	Three months ended March 31,
	2021		2020
Research and development	$	172	$	29
Clinical Operations		71		4
Sales and Marketing		877		165
General and administrative		393		203

Total stock-based compensation expense	$	1,513	$	401

The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss:


	Year ended December 31,
	2020		2019
Research and development	$	229	$	768
Clinical Operations		102		401
Sales and Marketing		1,568		182
General and administrative		1,078		2,053

Total stock-based compensation expense	$	2,977	$	3,404

Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Summary of Purchase Price Allocation

The purchase price allocation for the acquisition has been determined at the follows:


	Fair value		Amortization period (years)
Intangible assets:
Technology	$	3,201		7.17
Customer relationship		1,350		1.33
Goodwill		6,134		infinite

Total purchase price	$	10,685

Subsequent Events

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Subsequent Events

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

NOTE

. SUBSEQUENT EVENTS

On January 18, 2021, the Company established two subsidiaries, Tailwind Merger Sub I, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware (“Merger Sub 1”) and Tailwind Merger Sub II, LLC, a wholly -owned subsidiary of the Company also incorporated in Delaware (“Merger Sub 2”).

As described in Note 6, the Company entered into an Agreement and Plan of Merger on January 12, 2021 with Talkspace.

Groop Internet Platform Inc [Member]

Subsequent Events

NOTE 12:

SUBSEQUENT EVENTS

On January 12, 2021, the Company, Hudson Executive Investment Corp. (“HEIC”), a special purpose acquisition company sponsored by Hudson Executive Capital LP, Tailwind Merger Sub I, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of HEIC, and Tailwind Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of HEIC, entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which (1) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger, and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Company will be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of HEIC. Upon closing of the Mergers, HEIC will change its name to Talkspace, Inc. Talkspace, Inc.’s common stock and warrants are expected to be listed on the Nasdaq under the symbols “TALK” and “TALKW,” respectively. The transaction values the Company at an initial enterprise value of $1,400,000 and will provide Talkspace, Inc. with $250,000 of cash, to be used as growth capital.

The Mergers will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEIC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Mergers will be treated as the equivalent of the Company issuing stock for the net assets of HEIC, accompanied by a recapitalization. The net assets of HEIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Mergers will be those of the Company.

The closing of the Mergers is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement.

On March 15, 2021, the Company entered into a credit and security agreement (the “Credit Agreement) by and among, the Company and Talkspace Network LLC, as borrowers (each and collectively, jointly and severally, “Borrower”) and JPMorgan Chase Bank, N.A. and the other loan parties party thereto to provide Borrower with a term loan of up to $15,000, which is available to be drawn in a period of twelve months. The term loan will be required to be repaid within thirty-six months, beginning twelve months from the effective date of the Credit Agreement. In addition, under the Credit Agreement Borrower was provided with a credit line of up to $5,000, available for a period of two years from the effective date of the Credit Agreement.

Under the Credit Agreement, Borrower is required to maintain a minimum 85% of the net revenue disclosed in the annual projections. The loans bear interest at a per annum rate equal to (x) in respect of each term loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 4.75%, and (y) in respect of each revolving loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 3.75%. “Applicable Margin” is (x) in respect of each term loan, 1.50% per annum and (y) in respect of each revolving loan, 0.50% per annum.

In accordance with the Credit Agreement entered into on March 15, 2021, the Company issued a warrant (the “Warrant”) to JPMorgan Chase Bank, N.A. to purchase 114,454 shares at an exercise price of $0.01 per share in the case that, prior to June 30, 2021, the Company has neither (i) closed the Mergers nor (ii) received net proceeds of at least twenty million dollars ($20,000) in connection with the issuance of additional equity interests. If the Company either closes the Mergers or receives such net proceeds from an equity issuance prior to June 30, 2021, the Warrant will be exercisable for zero shares and will automatically terminate. Otherwise, the Warrant will be exercisable until March 15, 2031 unless earlier terminated by the lender.

Income Tax - Summary Of Income Tax Provision (Detail) - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Federal
Current			$ 10,070
Deferred			(335,155)
State
Current			0
Deferred			0
Change in valuation allowance			335,155
Income tax provision	$ 0	$ 0	$ 10,070

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

General

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Schedule of Investments [Line Items]

General

NOTE 1:-

GENERAL

Groop Internet Platform Inc. was incorporated in 2011 and its wholly owned subsidiaries Groop Internet Platform Ltd and Talkspace LLC (Groop Internet Platform Inc together with its subsidiaries, (the “Company”)) is engaged in the operation of a virtual behavioral healthcare business that provides individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for

one-on-one

therapy delivered via messaging, audio and video using the brand name Talkspace.

Over the past several years, the Company has devoted substantially most of its effort to research and development, product development and increasing revenues through additional investments in sales and marketing. The Company generated a loss of $12,738 and negative cash flow of $3,879 from operating activities in the three-month period ended March 31, 2021 and has an accumulated deficit of $121,526 as of March 31, 2021. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company’s Board approved a contingency plan, to be effected if needed, in whole or in part, at its discretion, to allow the Company to continue its operations and meet its cash obligations. The contingency plan consists of cost reduction, which include mainly the following steps: reduction in marketing expenses, headcount, compensation paid to key management personnel and capital expenditures. The Company and the Board believe that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the filing date.

The Company operates in one operating segment and substantially all of its revenues derive from customers located in the United States.

The global pandemic associated with

COVID-19

has caused major disruption to all aspects of the global economy and daily life in recent months, particularly as quarantine and

stay-at-home

orders have been imposed by all levels of government. The Company has followed guidance by the United States, Israeli and other applicable foreign and local governments to protect its employees and operations during the pandemic and has implemented a remote environment for its business. The Company cannot predict the potential impacts of the

COVID-19

pandemic on its business or operations, but continuously monitors performance and other industry reports to assess the risk of future negative impacts as the disruptions of the

COVID-19

pandemic continue to evolve.

On November 1, 2020, the Company completed an acquisition of the operation of Lasting, an

app-based

subscription for relationship and couple counseling for a total cash consideration of $10,685. In addition, the Company entered into a

non-competition

agreement for a total consideration of $939, which was recorded as an intangible asset.

NOTE 1:

GENERAL

Groop Internet Platform Inc. was incorporated in 2011 and its wholly owned subsidiaries Groop Internet Platform Ltd and Talkspace LLC (Groop Internet Platform Inc together with its subsidiaries, (the “Company”) is engaged in the operation of a virtual behavioral healthcare business that provides individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for

one-on-one

therapy delivered via messaging, audio and video using the brand name Talkspace.

Over the past several years, the Company has devoted substantially most of its effort to research and development, product development and increasing revenues through additional investments in sales and marketing. The Company generated a loss of $22,370 and negative cash flow of $15,175 from operating activities in the twelve-month period ended December 31, 2020 and has an accumulated deficit of $108,788 as of December 31, 2020. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company’s Board approved a contingency plan, to be effected if needed, in whole or in part, at management’s sole discretion, to allow the Company to continue its operations and meet its cash obligations. The contingency plan consists of cost reduction, which include mainly the following steps: reduction in marketing expenses, headcount, compensation paid to key management personnel and capital expenditures. The Company and the Board believe that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the filing date. Subsequent to December 31, 2020, the Company entered into a credit and security line agreement to provide it additional liquidity options. Refer to Note 12b.

The Company operates in one operating segment and substantially all of its revenues derive from customers located in the United States.

The global pandemic associated with

COVID-19

has caused major disruption to all aspects of the global economy and daily life in recent months, particularly as quarantine and

stay-at-home

COVID-19

pandemic on its business or operations, but continuously monitors performance and other industry reports to assess the risk of future negative impacts as the disruptions of the

COVID-19

pandemic continue to evolve.

Borrowing Arrangements - Additional Information (Detail) - USD ($)			3 Months Ended
	May 07, 2021	Mar. 15, 2021	Mar. 31, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Warrant exercise price			$ 11.50	$ 11.50
Groop Internet Platform Inc [Member]
Line of Credit Facility [Line Items]
Adjustments to additional paid in capital warrant issued			$ 125,000
Groop Internet Platform Inc [Member] \| Credit Agreement [Member]
Line of Credit Facility [Line Items]
Debt issuance costs			175,000
Upfront fees			50,000
Warrant issuance costs			125,000
Percentage of minimum net required on annual projections		85.00%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Term Loan [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		1.50%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		0.50%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Minimum [Member] \| Term Loan [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		4.75%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Minimum [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		3.75%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Subsequent Event [Member] \| Term Loan [Member]
Line of Credit Facility [Line Items]
Percentage of minimum net required on annual projections		85.00%
Debt instrument, interest rate, stated percentage		1.50%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Subsequent Event [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		0.50%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Subsequent Event [Member] \| Minimum [Member] \| Term Loan [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		4.75%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Subsequent Event [Member] \| Minimum [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		3.75%
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| JPMorgan Chase Bank NA [Member]
Line of Credit Facility [Line Items]
Adjustments to additional paid in capital warrant issued			125,000
Class of warrant or right, number of securities called by warrants or rights		114,454
Warrant exercise price		$ 0.01
Proceeds from issuance of warrants		$ 20,000,000
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| JPMorgan Chase Bank NA [Member] \| Subsequent Event [Member]
Line of Credit Facility [Line Items]
Class of warrant or right, number of securities called by warrants or rights		114,454
Warrant exercise price		$ 0.01
Proceeds from issuance of warrants		$ 20,000,000
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Talkspace Network LLC [Member]
Line of Credit Facility [Line Items]
Line of credit			$ 0
Line of credit facility, maximum borrowing capacity		$ 5,000,000
Debt instrument, term		36 months
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Talkspace Network LLC [Member] \| Term Loan [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 15,000,000
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Talkspace Network LLC [Member] \| Subsequent Event [Member]
Line of Credit Facility [Line Items]
Proceeds from lines of credit	$ 6,000,000
Line of credit facility remaining borrowing capacity	$ 14,000,000
Line of credit facility, maximum borrowing capacity		$ 5,000,000
Debt instrument, term		36 months
Groop Internet Platform Inc [Member] \| Credit Agreement [Member] \| Talkspace Network LLC [Member] \| Subsequent Event [Member] \| Term Loan [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 15,000,000

Net Loss Per Share Attributable To Common Stockholders

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Net Loss Per Share Attributable To Common Stockholders

NOTE 8:-

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three months ended March 31,
	2021		2020
Numerator:
Net loss	$	12,738	$	7,900

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		12,134,482		11,728,768

Net loss per share attributable to common stockholders, basic and diluted	$	1.05	$	0.67

The following were excluded from the calculation of diluted loss per share since it would have an anti-dilutive effect: 83,395,815 shares of convertible preferred stock, 18,191,520 stock options, 60,000 warrants to the Company’s common stock and 50,881 warrants to the Company’s series D convertible preferred stock.

NOTE 9:

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Year ended December 31,
	2020		2019
Numerator:
Net loss	$	22,370	$	29,086

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		11,779,604		11,219,242

Net loss per share attributable to common stockholders, basic and diluted	$	1.9	$	2.59

The following were excluded from the calculation of diluted loss per share since it would have an anti-dilutive effect: 83,395,815 shares of convertible preferred stock, 18,097,815 stock options, 60,000 warrants to the Company’s common stock and 50,881 warrants to the Company’s series D convertible preferred stock.

Income Tax - Additional Information (Detail) - USD ($)	11 Months Ended	12 Months Ended
Income Tax - Additional Information (Detail) - USD ($)	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax [Line Items]
Deferred Tax Asset Change in Valuation Allowance	$ 335,155
US federal statutory income tax rate	21.00%
Groop Internet Platform Inc [Member]
Income Tax [Line Items]
US federal statutory income tax rate		21.00%	21.00%
Net operating loss carryforwards begins to expire		2032
Israel Tax Authority [Member] \| Groop Internet Platform Inc [Member]
Income Tax [Line Items]
corporate tax rate		23.00%	23.00%
Federal [Member] \| Groop Internet Platform Inc [Member]
Income Tax [Line Items]
Operating loss carryforwards	$ 97,000,000	$ 97,000,000
State [Member] \| Groop Internet Platform Inc [Member]
Income Tax [Line Items]
Operating loss carryforwards	$ 105,000,000	$ 105,000,000

Stockholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Jun. 08, 2020	Mar. 31, 2020	Feb. 05, 2020
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding	0	0
Common stock, shares outstanding	10,350,000			10,350,000	0
Temporary equity, shares outstanding	34,693,585	33,657,472
Class of warrant, exercise price	$ 11.50	$ 11.50
Common Class A
Common stock, shares authorized	380,000,000	380,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote for each share.	one vote for each share
Common stock, shares Issued	6,706,415	7,742,528
Common stock, shares outstanding	6,706,415	7,742,528
Temporary equity, shares outstanding	34,693,585	33,657,472
Threshold percentage on conversion of common stock	20.00%	20.00%
Redemption trigger share price	$ 18.00	$ 18.00
Business acquisition, share price	9.20	9.20
Class Of Warrant or Right Redemption Price	$ 18.00	$ 18.00
Common Class B
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares Issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000	10,350,000
Common stock, conversion basis		one-for-one basis
Public Warrants
Class of warrant or right, threshold trading days for exercise	12 months	12 months
Class of warrant or right, threshold trading days for exercise	30 days	30 days
Class of warrant, exercise price	$ 0.01	$ 0.01
Class of warrant or right minimum notice period for redemption	30 days	30 days
Redemption trigger share price	$ 18.00
Class of warrant or right redemption threshold consecutive trading days	30 days	30 days
Minimum percentage of equity proceeds for fund business combination	60.00%	60.00%
Class of warrant or right exercise price adjustment percentage	115.00%	115.00%
Class of warrant or right redemption price adjustment percentage	180.00%	180.00%
Public Warrants \| Maximum
Class of warrant or right redemption threshold consecutive trading days	20 days	20 days
Public Warrants \| Minimum
Number of days required to file registration statement for stock issuance	15 days	15 days
Private Placement Warrants
Class of warrant or right, threshold trading days for exercise		30 days

Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Parenthetical) (Detail)	11 Months Ended
	Dec. 31, 2020
US Treasury Securities
Schedule of Held-to-maturity Securities [Line Items]
Held-To-Maturity	Jan. 28, 2021

General - Additional Information (Detail) - USD ($)		2 Months Ended	3 Months Ended				5 Months Ended	8 Months Ended	11 Months Ended	12 Months Ended
General - Additional Information (Detail) - USD ($)	Nov. 01, 2020	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 11, 2020
Net income (loss)		$ (1,000)	$ 10,361,129	$ (1,054,714)	$ (4,608,798)		$ (4,609,798)	$ (5,664,512)	$ (27,235,908)
Accumulated deficit			(16,874,779)	$ (5,664,512)	$ (4,609,798)		$ (4,609,798)	$ (5,664,512)	(27,235,908)	$ (27,235,908)		$ (2,911,397)
Groop Internet Platform Inc [Member]
Total cash consideration	$ 10,685,000
Net income (loss)			(12,738,000)			$ (7,900,000)				(22,370,000)	$ (29,086,000)
Net cash provided by (used in) operating activities			(3,879,000)							(15,175,000)
Accumulated deficit			$ (121,526,000)						$ (108,788,000)	$ (108,788,000)	$ (86,418,000)
Non-competition agreements [Member] \| Groop Internet Platform Inc [Member]
Total consideration	$ 939,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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+ Details

Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 377,294	$ 1,178,377
Prepaid expenses	151,334	118,525
Total Current Assets	528,628	1,296,902
Marketable securities held in trust account	414,275,432	414,228,281
Total Assets	414,804,060	415,525,183
Current liabilities
Accrued expenses	1,588,952	1,631,390
Income taxes payable	10,070	10,070
Promissory note – related party	2,586
Total Current Liabilities	1,601,608	1,641,460
FPA Liability	1,650,000	4,225,000
Warrant liability	45,126,600	53,594,000
Deferred underwriting fee payable	14,490,000	14,490,000
Total Liabilities	62,868,208	73,950,460
Commitments and Contingencies
Common stock subject to possible redemption		336,574,720
Stockholders' Equity
Preferred stock	0
Common stock		774
Additional paid-in capital	21,873,075	32,234,102
Accumulated deficit	(16,874,779)	(27,235,908)
Total Stockholders' Equity	5,000,002	5,000,003
Total Liabilities and Stockholders' Equity	414,804,060	415,525,183
Groop Internet Platform Inc [Member]
Current assets
Cash	9,772,000	13,248,000	$ 39,632,000
Accounts receivable	7,580,000	5,914,000	897,000
Other current assets	2,766,000	1,515,000	820,000
Total Current Assets	20,118,000	20,677,000	41,349,000
Property and equipment, net	472,000	175,000	133,000
Restricted long-term bank deposit		0	447,000
Deferred issuance cost	3,440,000	692,000	0
Intangible assets, net	4,755,000	5,195,000	0
Goodwill	6,134,000	6,134,000	0
Total Assets	34,919,000	32,873,000	41,929,000
Current liabilities
Accounts payable	16,830,000	7,901,000	5,340,000
Deferred revenues	8,050,000	5,172,000	3,144,000
Accrued expenses and other current liabilities	7,958,000	7,416,000	1,762,000
Total Current Liabilities	32,838,000	20,489,000	10,246,000
CONVERTIBLE PREFERRED STOCK:
Convertible preferred stock	111,282,000	111,282,000	111,282,000
Stockholders' Equity
Common stock	12,000	11,000	11,000
Additional paid-in capital	12,313,000	9,879,000	6,808,000
Accumulated deficit	(121,526,000)	(108,788,000)	(86,418,000)
Total Stockholders' Equity	(109,201,000)	(98,898,000)	(79,599,000)
Total Liabilities and Stockholders' Equity	34,919,000	32,873,000	$ 41,929,000
Common Class A
Current liabilities
Common stock subject to possible redemption	346,935,850	336,574,720
Stockholders' Equity
Common stock	671	774
Total Stockholders' Equity	671	774
Common Class B
Stockholders' Equity
Common stock	1,035	1,035
Total Stockholders' Equity	$ 1,035	$ 1,035

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		3 Months Ended	7 Months Ended	11 Months Ended
	Jun. 11, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Feb. 05, 2020
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued				41,400,000
Initial public offering, price per unit	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Cash held outside of the trust account		$ 377,294	$ 1,178,377	$ 1,178,377
Assets held-in-trust	$ 414,000,000	1,072,980	414,228,281	414,228,281
Temporary equity redemption price per share	$ 10.00
Minimum tangible assets for business combination	$ 5,000,001
Interest to pay dissolution expenses	100,000
Net current assets liabilities		(414,275,432)	(344,558)	(344,558)
Cash		$ 377,294	1,178,377	$ 1,178,377
IPO
Description Of Organisation And Business Operation [Line Items]
Transaction cost	23,353,182
Underwriting fees	8,280,000
Deferred offering costs	14,490,000
Other offering costs	583,182		$ 583,182
Private Placement
Description Of Organisation And Business Operation [Line Items]
Proceeds from issuance initial public offering	$ 10,280,000
Issue price of warrants	$ 1.00
Proceeds from issuance of warrants	$ 10,280,000
Common Class A
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued				41,400,000
Temporary equity redemption price per share		$ 10.00	$ 10.00	$ 10.00
Common Class A \| IPO
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued	41,400,000	41,400,000		41,400,000
Initial public offering, price per unit	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Class of warrant or right issued during the period	414,000,000
Common Class A \| Over-Allotment Option
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued	5,400,000	5,400,000		5,400,000

Income Tax (Tables)

11 Months Ended

12 Months Ended

Dec. 31, 2020

Summary of Deferred Tax Assets

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$	335,155

Total deferred tax asset		335,155
Valuation allowance		(335,155	)

Deferred tax asset, net of allowance	$	—

Summary of Income Tax Proivision

The income tax provision consists of the following:


	December 31, 2020
Federal
Current	$	10,070
Deferred		(335,155	)
State
Current	$	—
Deferred		—
Change in valuation allowance		335,155

Income tax provision	$	10,070

Summary of Reconciliation of Effective Tax Rate and Statutory Income Tax Rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


	December 31, 2020
Statutory federal income tax rate		21.0	%
State taxes, net of federal tax benefit		0.0	%
Change in fair value of Warrants		(14.6	)%
Change in fair value of FPA		(3.0	)%
Initial classification of FPA		(0.3	)%
Compensation expense		(1.0	)%
Transaction costs		(1.0	)%
Change in valuation allowance		(1.2	)%

Income tax provision		(0.1	)%

Groop Internet Platform Inc [Member]

Summary of Deferred Tax Assets

The components of the net deferred tax assets are as follows:


	Year ended December 31,
	2020			2019
Net operating loss carryforwards	$	25,778		$	22,679
Other temporary differences		1,297			6

Total gross deferred tax assets		27,075			22,685
Valuation allowance		(27,075	)		(22,685	)

Total deferred tax assets	$	—		$	—

Summary of Income Before Income Taxes

Loss (income) before taxes is comprised as follows:


	Year ended December 31,
	2020			2019
Domestic	$	22,415		$	29,127
Foreign		(69	)		(49	)

	$	22,346		$	29,078

Summary of Reconciliation of Effective Tax Rate and Statutory Income Tax Rate

A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year ended December 31,
	2020			2019
Loss before income taxes	$	22,346		$	29,078
Statutory tax rate		21	%		21	%
Theoretical tax benefit		4,692			6,106
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit		1,106			1,508
Permanent differences		(586	)		(591	)
Valuation allowance		(4,390	)		(7,015	)
Other		(95	)		—

Actual income taxes	$	—		$	8

Intangible Assets, Net - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Groop Internet Platform Inc [Member]
Amortization expenses	$ 295

Convertible Preferred Stock And Stockholders' Deficit - Summary of Convertible preferred stock (Detail) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares Issued and Outstanding	34,693,585	33,657,472
Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Net Carrying Value	$ 111,282	$ 111,282	$ 111,282
Seed [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 0.3275	$ 0.3275	$ 0.3275
Shares Authorized	3,435,000	3,435,000	3,435,000
Shares Issued and Outstanding	3,434,999	3,434,999	3,434,999
Net Carrying Value	$ 1,112	$ 1,112	$ 1,112
Aggregate Liquidation Preference	$ 1,125	$ 1,125	$ 1,125
Seed-1 [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 0.3036	$ 0.3036	$ 0.3036
Shares Authorized	7,812,250	7,812,250	7,812,250
Shares Issued and Outstanding	7,812,248	7,812,248	7,812,248
Net Carrying Value	$ 2,340	$ 2,340	$ 2,340
Aggregate Liquidation Preference	$ 2,372	$ 2,372	$ 2,372
Seed-2 [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 0.3624	$ 0.3624	$ 0.3624
Shares Authorized	3,311,260	3,311,260	3,311,260
Shares Issued and Outstanding	3,311,260	3,311,260	3,311,260
Net Carrying Value	$ 1,150	$ 1,150	$ 1,150
Aggregate Liquidation Preference	$ 1,200	$ 1,200	$ 1,200
Series A [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 0.5842	$ 0.5842	$ 0.5842
Shares Authorized	16,014,920	16,014,920	16,014,920
Shares Issued and Outstanding	16,014,920	16,014,920	16,014,920
Net Carrying Value	$ 9,316	$ 9,316	$ 9,316
Aggregate Liquidation Preference	$ 9,356	$ 9,356	$ 9,356
Series B [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 1.0413	$ 1.0413	$ 1.0413
Shares Authorized	14,741,184	14,741,184	14,741,184
Shares Issued and Outstanding	14,405,065	14,405,065	14,405,065
Net Carrying Value	$ 14,934	$ 14,934	$ 14,934
Aggregate Liquidation Preference	$ 15,000	$ 15,000	$ 15,000
Series C [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 1.5839	$ 1.5839	$ 1.5839
Shares Authorized	19,761,349	19,761,349	19,761,349
Shares Issued and Outstanding	19,761,349	19,761,349	19,761,349
Net Carrying Value	$ 31,226	$ 31,226	$ 31,226
Aggregate Liquidation Preference	$ 31,300	$ 31,300	$ 31,300
Series D [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Issue Price	$ 2.7515	$ 2.7515	$ 2.7515
Shares Authorized	19,313,201	19,313,201	19,313,201
Shares Issued and Outstanding	18,655,974	18,655,974	18,655,974
Net Carrying Value	$ 51,204	$ 51,204	$ 51,204
Aggregate Liquidation Preference	$ 51,332	$ 51,332	$ 51,332
Convertible Preferred Stock [Member] \| Groop Internet Platform Inc [Member]
Temporary Equity [Line Items]
Shares Authorized	84,389,164	84,389,164	84,389,164
Shares Issued and Outstanding	83,395,815	83,395,815	83,395,815
Net Carrying Value	$ 111,282	$ 111,282	$ 111,282
Aggregate Liquidation Preference	$ 111,685	$ 111,685	$ 111,685

Stockholders' Equity

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock —

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

—

The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 6,706,415 and 7,742,528 shares of Class A common stock issued or outstanding, excluding 34,693,585 and 33,657,472 shares of Class A common stock subject to possible redemption.

Class

B Common Stock

—

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At March 31, 2021 and December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a

one-for-one

basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (including the Forward Purchase Shares but not the Forward Purchase Warrants), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

Warrants

— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemptions of warrants when the price of Class

A common stock equals or exceeds $18.00

— Once the warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption, or the

30-day

redemption period, to each warrant holder; and

•

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any issuance of Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of Class A 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be

non-redeemable

so long as they are held by the initial purchasers or their permitted. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE

. STOCKHOLDERS’ EQUITY

Preferred Stock

—

The Company is authorized to issue

1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

—

The Company is authorized to issue

380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 7,742,528 shares of Class A common stock issued or outstanding, excluding 33,657,472 shares of Class A common stock subject to possible redemption.

Class

B Common Stock

—

The Company is authorized to issue

20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a

one-for-one

as-converted

one-for-one

basis.

Warrants

12 months from the closing of the Proposed Public Offering and (b) 30 days after the completion of a Business Combination.

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00

— Once the warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption, or the

30-day

redemption period, to each warrant holder; and

•

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be

non-redeemable

Statement of Comprehensive Loss - USD ($)	3 Months Ended		12 Months Ended
Statement of Comprehensive Loss - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
General and administrative	$ 728,422
Operating loss	728,422
Loss before taxes on income	(10,361,129)
Taxes on income	0
Net loss	(10,361,129)
Groop Internet Platform Inc [Member]
Revenue	27,157,000	$ 11,120,000	$ 76,190,000	$ 38,178,000
Cost of Revenue	9,814,000	5,410,000	26,353,000	18,042,000
Gross Profit	17,343,000	5,710,000	49,837,000	20,136,000
Operating expenses:
Research and development	2,964,000	2,728,000	9,583,000	11,997,000
Clinical operations	2,077,000	877,000	4,332,000	4,672,000
Sales and marketing	22,251,000	8,918,000	47,705,000	27,536,000
General and administrative	2,608,000	1,114,000	10,199,000	5,359,000
Total operating expenses	29,900,000	13,637,000	71,819,000	49,564,000
Operating loss	12,557,000	7,927,000	21,982,000	29,428,000
Financial expenses (income), net	173,000	(30,000)	364,000	(350,000)
Loss before taxes on income	12,730,000	7,897,000	22,346,000	29,078,000
Taxes on income	8,000	3,000	24,000	8,000
Net loss	12,738,000	7,900,000	22,370,000	29,086,000
Other comprehensive income (loss)	0	0
Comprehensive loss	$ 12,738,000	$ 7,900,000	$ 22,370,000	$ 29,086,000
Net loss per share:
Basic and diluted net loss per share	$ 1.05	$ 0.67	$ 1.9	$ 2.59
Weighted average number of common shares used in computing basic and diluted net loss per share	12,134,482	11,728,768	11,779,604	11,219,242

Summary of Significant Accounting Policies - Summary Of Depreciation Of Property Plant Equipment (Detail)	Dec. 31, 2020
Computers [Member]
Schedule Of Depreciation Of Property Plant Equipment [Line Items]
Property plant and equipment annual depreciated amount	33.00%
Electronic equipment [Member]
Schedule Of Depreciation Of Property Plant Equipment [Line Items]
Property plant and equipment annual depreciated amount	15.00%

Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class A common stock, subject to possible redemption, shares	34,693,585	33,657,472
Preferred Stock, Par or stated value per share	$ 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, shares outstanding	10,350,000
Groop Internet Platform Inc [Member]
Preferred Stock, Par or stated value per share		$ 0.001
Preferred stock, shares authorized		84,389,164
Preferred stock, shares issued		83,395,815
Preferred stock, shares outstanding		83,395,815
Common Stock, Par or stated value per share	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	114,092,838	114,092,838	114,092,838
Common stock, shares issued	12,430,874	11,826,960	11,659,645
Common stock, shares outstanding	12,430,874	11,826,960	11,659,645
Common Class A
Class A common stock, subject to possible redemption, shares	34,693,585	33,657,472
Class A Common stock, Subject to possible redemption, per share	$ 10.00	$ 10.00
Common Stock, Par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued	6,706,415	7,742,528
Common stock, shares outstanding	6,706,415	7,742,528
Common Class B
Common Stock, Par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000
Convertible Preferred Stock Series Seed Seed One Seed Two A,B,C And D \| Groop Internet Platform Inc [Member]
Preferred Stock, Par or stated value per share	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	84,389,164	84,389,164	84,389,164
Preferred stock, shares issued	83,395,815	83,395,815	83,395,815
Preferred stock, shares outstanding	83,395,815	83,395,815	83,395,815

Cover Page	3 Months Ended
Cover Page	Mar. 31, 2021
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Talkspace, Inc.
Entity Central Index Key	0001803901
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Intangible Assets, Net - Summary of Intangible Assets (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Intangible assets with finite lives	$ 5,490	$ 0
Accumulated amortization	295	0
Intangible assets, net	5,195	0
Acquired technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets with finite lives	3,201	0
Accumulated amortization	75	0
Customer relationship [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets with finite lives	1,350	0
Accumulated amortization	170	0
Non-Competition agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets with finite lives	939	0
Accumulated amortization	$ 50	$ 0

Public Offering

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Public Offering [Abstract]

Public Offering

NOTE 3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 5,400,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and

one-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE

. PUBLIC OFFERING

one-half

Summary of Significant Accounting Policies (Table)

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of basic and diluted net income (loss)

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended March 31,			For the Period from February 6, 2020 (Inception) Through March 31,
	2021			2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	47,151		$	—
Income and Franchise Tax		(47,151	)		—

Net Earnings	$	—		$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000			—
Basic and diluted net income per share, Class A	$	—		$	—
Non-Redeemable Class B Common Stock
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)		10,361,129			(1,000	)
Lees: Redeemable Net Earnings	$	—		$	—

Non-Redeemable Net Loss		10,361,129		$	(1,000	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000			7,500,000
Basic and diluted net loss per share, Class B	$	1.00		$	0.00

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From February 6, 2020 (inception) Through December 31, 2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	228,281
Income and Franchise Tax		(190,398	)

Net Earnings	$	37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000
Basic and diluted net income per share, Class A	$	—

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(27,235,908	)
Lees: Redeemable Net Earnings		(37,883	)

Non-Redeemable Net Loss	$	(27,273,791	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000
Basic and diluted net loss per share, Class B	$	(2.64	)

Groop Internet Platform Inc [Member]

Summary of basic and diluted net income (loss)

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three months ended March 31,
	2021		2020
Numerator:
Net loss	$	12,738	$	7,900

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		12,134,482		11,728,768

Net loss per share attributable to common stockholders, basic and diluted	$	1.05	$	0.67

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Year ended December 31,
	2020		2019
Numerator:
Net loss	$	22,370	$	29,086

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		11,779,604		11,219,242

Net loss per share attributable to common stockholders, basic and diluted	$	1.9	$	2.59

Summary Of Depreciation Of Property Plant Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:


	%
Computers		33
Electronic equipment		15

Summary of Disaggregation of Revenues by Revenue Source

The following table presents the Company’s revenues disaggregated by revenue source:


	Three months ended March 31,
	2021		2020
Revenues from sales to unaffiliated customers:
Consumers	$	18,564	$	9,759
Commercial		8,593		1,361

Total	$	27,157	$	11,120

The following table presents the Company’s revenues disaggregated by revenue source:


	Year ended December 31,
	2020		2019
Revenues from sales to unaffiliated customers:
Consumers	$	61,586	$	35,438
Commercial		14,604		2,740

Total	$	76,190	$	38,178

Summary of Fair Value Of Options granted and Valuation Assumptions

The fair value for options granted in 2020 and 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions:


	2020	2019
Dividend yield	0%	0%
Expected volatility	53.96%-66.55%	59.81%-64.61%
Risk-free interest rate	0.25%-1.45%	1.59%-2.41%
Expected term (years)	5.27-6.08	6.02-6.08

Income Tax - Summary Of Reconciliation Of Effective Tax Rate And Statutory Income Tax Rate (Detail) - USD ($)	2 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax [Line Items]
Loss before income taxes	$ 1,000	$ (10,361,129)		$ 27,225,838
State taxes, net of federal tax benefit				0.00%
Statutory federal income tax rate				21.00%
Change in fair value of Warrants				(14.60%)
Change in fair value of FPA				(3.00%)
Initial classification of FPA				(0.30%)
Compensation expense				(1.00%)
Transaction costs				(1.00%)
Change in valuation allowance				(1.20%)
Income tax provision				(0.10%)
Groop Internet Platform Inc [Member]
Income Tax [Line Items]
Loss before income taxes		$ 12,730,000	$ 7,897,000		$ 22,346,000	$ 29,078,000
Theoretical tax benefit					4,692,000	6,106,000
State taxes, net of federal tax benefit					$ 1,106,000	$ 1,508,000
Statutory federal income tax rate					21.00%	21.00%
Permanent differences					$ (586,000)	$ (591,000)
Valuation Allowance					(4,390,000)	(7,015,000)
Other					(95,000)	0
Actual income taxes					$ 0	$ 8,000

Subsequent Events - Additional Information (Detail) - USD ($)	Mar. 15, 2021	Mar. 31, 2021	Jan. 12, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Cash		$ 377,294		$ 1,178,377
Class of warrant, exercise price		$ 11.50		$ 11.50
Credit Agreement [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Percentage of minimum net required on annual projections	85.00%
Credit Agreement [Member] \| Term Loan [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	1.50%
Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	0.50%
Talkspace Network LLC [Member] \| Credit Agreement [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 5,000,000
Debt instrument, term	36 months
Talkspace Network LLC [Member] \| Credit Agreement [Member] \| Term Loan [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 15,000,000
JPMorgan Chase Bank, N.A [Member] \| Credit Agreement [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Class of warrant or right, number of securities called by warrants or rights	114,454
Class of warrant, exercise price	$ 0.01
Proceeds from issuance of warrants	$ 20,000,000
Minimum [Member] \| Credit Agreement [Member] \| Term Loan [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	4.75%
Minimum [Member] \| Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	3.75%
Subsequent Event [Member] \| Credit Agreement [Member] \| Term Loan [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Percentage of minimum net required on annual projections	85.00%
Debt instrument, interest rate, stated percentage	1.50%
Subsequent Event [Member] \| Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	0.50%
Subsequent Event [Member] \| Talkspace Network LLC [Member] \| Credit Agreement [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 5,000,000
Debt instrument, term	36 months
Subsequent Event [Member] \| Talkspace Network LLC [Member] \| Credit Agreement [Member] \| Term Loan [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 15,000,000
Subsequent Event [Member] \| JPMorgan Chase Bank, N.A [Member] \| Credit Agreement [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Class of warrant or right, number of securities called by warrants or rights	114,454
Class of warrant, exercise price	$ 0.01
Proceeds from issuance of warrants	$ 20,000,000
Subsequent Event [Member] \| Minimum [Member] \| Credit Agreement [Member] \| Term Loan [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	4.75%
Subsequent Event [Member] \| Minimum [Member] \| Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	3.75%
Subsequent Event [Member] \| Talkspace, Inc [Member] \| Groop Internet Platform Inc [Member]
Subsequent Event [Line Items]
Business acquisition, estimated value of the entity			$ 1,400,000,000
Cash			$ 250,000,000

Intangible Assets, Net

12 Months Ended

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Intangible Assets, Net

NOTE 4:

INTANGIBLE ASSETS, NET

Intangible assets are comprised of the following:


	Year ended December 31,
	2020		2019
Intangible assets with finite lives:
Acquired technology	$	3,201	$	—
Customer relationship		1,350		—
Non-Competition agreement		939		—

		5,490	$	—

Accumulated amortization:
Acquired technology		75		—
Customer relationship		170		—
Non-Competition agreement		50		—

		295		—

Intangible assets, net	$	5,195	$	—

Amortization expenses for the year ended December 31, 2020 was $295.

Future amortization expenses for the years ending:


December 31,
2021	$	1,759
2022		907
2023		743
2024		446
2025 and thereafter		1,340

	$	5,195

Intangible Assets, Net - Summary of Future Amortization Expenses (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
2021	$ 1,759
2022	907
2023	743
2024	446
2025 and thereafter	1,340
Total	$ 5,195	$ 0

Net Loss Per Share Attributable To Common Stockholders - Additional Information (Detail) - shares	3 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	30,980,000	30,980,000
Groop Internet Platform Inc [Member] \| Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	83,395,815		83,395,815
Groop Internet Platform Inc [Member] \| Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	18,191,520		18,097,815
Groop Internet Platform Inc [Member] \| Common Stock \| Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	60,000		60,000
Series D Convertible Preferred Stock \| Groop Internet Platform Inc [Member] \| Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	50,881		50,881

Employee Benefit Plan

12 Months Ended

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Employee Benefit Plan

NOTE 11:

EMPLOYEE BENEFIT PLAN

The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of eligible employee’s elective deferral up to 4% of eligible earnings. The Company made matching contributions to participants’ accounts totaling $319 and $264 during the years ended December 31, 2020 and 2019, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Employee Benefit Plan - Additional Information (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Employer's discretionary contribution to the plan	$ 319	$ 264
Defined contribution plan employer matching contribution percent of match	100.00%
Defined contribution plan employer matching contribution percent of employees gross pay	4.00%

Convertible Preferred Stock And Stockholders' Deficit

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Convertible Preferred Stock

NOTE 6:-

CONVERTIBLE PREFERRED STOCK

Convertible preferred stock

Convertible preferred stock consists of the following:


	March 31, 2021 and December 31, 2020
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,435,000		3,434,999	$	1,112	$	1,125
Seed-1		0.3036		7,812,250		7,812,248		2,340		2,372
Seed-2		0.3624		3,311,260		3,311,260		1,150		1,200
Series A		0.5842		16,014,920		16,014,920		9,316		9,356
Series B		1.0413		14,741,184		14,405,065		14,934		15,000
Series C		1.5839		19,761,349		19,761,349		31,226		31,300
Series D		2.7515		19,313,201		18,655,974		51,204		51,332

Total				84,389,164		83,395,815	$	111,282	$	111,685

NOTE 7:

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

Convertible preferred stock

Convertible preferred stock consists of the following:


	December 31, 2020 and 2019
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,435,000		3,434,999	$	1,112	$	1,125
Seed-1		0.3036		7,812,250		7,812,248		2,340		2,372
Seed-2		0.3624		3,311,260		3,311,260		1,150		1,200
Series A		0.5842		16,014,920		16,014,920		9,316		9,356
Series B		1.0413		14,741,184		14,405,065		14,934		15,000
Series C		1.5839		19,761,349		19,761,349		31,226		31,300
Series D		2.7515		19,313,201		18,655,974		51,204		51,332

Total				84,389,164		83,395,815	$	111,282	$	111,685

On May 15, 2019 the Company entered into a series D convertible preferred stock purchase agreement, with certain existing and new investors. Pursuant to which the Company issued a total amount of 18,655,974 series D preferred Shares of $0.001 par value each, at a total consideration of $51,204 (net of issuance expenses of $128).

During 2019, certain common stockholders (including employees or former employees) sold the Company’s common stock in secondary market transactions to new and existing investors of the Company. 4,600,863 common stock were sold for an aggregate consideration of $11,394 at a price of $2.48 per share. The incremental value between the sale price and the fair value of the common stock at each date of sale resulted in stock-based compensation expense recorded under operating expenses in the amount of $2,621 for the year ended December 31, 2019.

The holders of convertible preferred stock have various rights and preferences, including the following:

Liquidation Rights

In the event of any liquidation event, either voluntary or involuntary, or Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), the holders of Series

Seed-1

Preferred Stock, Series

Seed-2

Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (together, the “Senior Preferred Stock”) shall be entitled to receive, out of the assets of the Company, the applicable liquidation preference specified for each share of preferred stock then held by them before any payment shall be made or any assets distributed to the holders of Series Seed Preferred Stock or Common Stock (the “Senior Preferred Preference”). Following the payment of the Senior Preferred Preference, the holders of Series Seed Preferred Stock shall be entitled to receive, out of the assets of the Company, the applicable liquidation preference specified for each share of Series Seed Preferred Stock then held by them before any payment shall be made or any assets distributed to the holders of Common Stock (the “Series Seed Preference”). The liquidation preference is $0.3275 per share for Series Seed Preferred Stock, $0.3036 per share for

Series Seed-1

Preferred Stock, $0.3624 per share of

Series Seed-2

Preferred Stock, $0.5842 per share of Series A Preferred Stock, $1.0413 per share of Series B Preferred Stock, $1.5839 per share of Series C Preferred Stock, and $2.7515 per share of Series D Preferred Stock, each adjusted for any stock splits, combinations, and reorganizations, plus all declared and unpaid dividends on each such share.

If upon the liquidation event (or Deemed Liquidation Event), the assets to be distributed among the holders of the Senior Preferred Stock are insufficient to permit the payment to such holders of the full Senior Preferred Preference for their shares, then the holders of shares of Senior Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid the full preferential amount. If upon the liquidation event (or Deemed Liquidation Event), the assets to be distributed among the holders of the Series Seed Preferred Stock are insufficient to permit the payment to such holders of the full Series Seed Preference for their shares, then the holders of shares of Series Seed Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid the full preferential amount.

After the payment to the holders of preferred stock of the full preferential amounts specified above, any remaining assets of the Company shall be distributed pro rata among the holders of Common Stock.

Optional Conversion Rights

Shares of any series of preferred stock shall be convertible, at the option of the holder thereof and without payment of additional consideration by the holder thereof, into such number of fully paid and

non-assessable

shares of Common Stock as is determined by dividing the original issue price for such series divided by the conversion price for such series, as adjusted for any stock splits, combinations, reorganizations and applicable dilutive issuances, in effect on the date of the conversion. In addition, the conversion price for each series of preferred stock will be reduced upon certain issuances by the Company of Common Stock for consideration per share that is less than the conversion price applicable to such series.

Automatic Conversion

Each share of preferred stock shall automatically be converted into shares of Common Stock at the then effective conversion price for such share immediately upon either (i) the closing of the sale of shares of Common Stock to the public at a price of at least $4.8151 per share (before deduction of the underwriting discount and commissions and subject to appropriate adjustments), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000 of proceeds, before deduction of the underwriting discount and commissions, to the Company, (ii) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that is approved by the holders of at least a majority of the then outstanding shares of Senior Preferred Stock, which shall include the holders of 55% of the outstanding shares of Series D Preferred Stock, or (iii) the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of Senior Preferred Stock, voting together as a single class and on an

as-converted

basis, which (A) shall include the holders of a majority of the outstanding shares of each of the Series C Preferred Stock and Series D Preferred Stock, if such conversion is not made in connection with a Deemed Liquidation Event, and (B) shall include the holders of at least 70% of the outstanding shares of Series C Preferred Stock and the holders of 55% of the outstanding shares of Series D Preferred Stock, if such conversion is made in connection with a Deemed Liquidation Event.

Dividend Rights

Holders of any series of Senior Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors, noncumulative dividends at the rate per annum of 6% of the applicable original issue price per share from and after the applicable date of issuance of such shares, for such shares of such series of Senior Preferred Stock, on a pari passu basis with each holder of Senior Preferred Stock and in preference to any dividend on Series Seed Preferred Stock and Common Stock. Following satisfaction of the foregoing preference in respect of Senior Preferred Stock, holders of Series Seed Preferred Stock shall be entitled to receive, when, as and if declared by the Board, noncumulative dividends at the rate per annum of 6% of the original issue price per share of Series Seed Preferred Stock from and after August 8, 2013, for such shares of Series Seed Preferred Stock. After satisfaction of the foregoing dividend preferences, any remaining dividends shall be distributed to all holders of Common Stock on a

pro-rata

basis (treating the preferred stock on as

as-if

converted basis).

Voting Rights

Each holder of preferred stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of preferred stock held by such holder could then be converted as of the record date for determining stockholders entitled to vote on such matter.

The holders of record the shares of Series A Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record the shares of Series B Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record the shares of Series C Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record the shares of Series D Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect two directors of the Company. The holders of record of the shares of Common Stock and Preferred Stock, exclusively and voting as a single class, shall be entitled to elect any remaining directors of the Company.

Redemption Rights

The preferred stock is not redeemable at the option of the Company or any holder or holders thereof. The preferred stock is contingently redeemable if the Company does not effect a dissolution of the Company after the occurrence of certain events constituting a Deemed Liquidation Event.

Common stock

Common stock-holders have equal rights including voting rights and rights to dividends. The shares confer upon their holders the right to receive, upon the winding up of the Company, a sum equal to their nominal value, and certain other rights, all as are specified in the Company’s Amended and Restated Certificate of Incorporation.

Borrowing Arrangements

3 Months Ended

Mar. 31, 2021

Groop Internet Platform Inc [Member]

Borrowing Arrangements

NOTE 4:-

BORROWING ARRANGEMENTS

On March 15, 2021, the Company entered into a credit and security agreement (the “Credit Agreement”) by and among, the Company and Talkspace Network LLC, as borrowers (each and collectively, jointly and severally, “Borrower”) and JPMorgan Chase Bank, N.A. and the other loan parties party thereto to provide Borrower with a term loan of up to $15,000, which is available to be drawn in a period of twelve months. The term loan will be required to be repaid within

thirty-six

months, beginning twelve months from the effective date of the Credit Agreement. In addition, under the Credit Agreement Borrower was provided with a credit line of up to $5,000, available for a period of two years from the effective date of the Credit Agreement.

As of March 31, 2021, the Company did not have any outstanding borrowings under the Credit Agreement. On May 7, 2021, the Company borrowed $6,000 under the Credit Agreement to provide for additional liquidity. Following the May 7, 2021 borrowing, the Company had a remaining borrowing capacity of $14,000 under the Credit Agreement.

paid-in

capital related to the estimated value of the issued warrant.

During the three months ended March 31, 2021, the Company recorded debt issuance costs of $175 which comprised of $50 in upfront fees and $125 for the issued warrant. These costs will be amortized over the term of the Credit Agreement. The upfront fees were included in accrued expenses as of March 31, 2021.

Statement of Operations - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
Statement of Operations - USD ($)	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ 1,000	$ 728,422	$ 1,776,306
Loss from operations	(1,000)	(728,422)	(1,776,306)
Other income (expense):
Change in fair value of Warrants		8,467,400	(18,896,400)
Change in fair value of FPA		2,575,000	(3,875,000)
Compensation expense in connection with issuance of Private Placement Warrants			(1,233,600)
Initial classification of FPA			(350,000)
Transaction costs attributable to Warrants		(2,586)	(1,322,813)
Interest earned on marketable securities held in Trust Account	0	47,151	228,281
Other income (expenses), net	0	11,089,551	(25,449,532)
Income (loss) before provision for income taxes	(1,000)	10,361,129	(27,225,838)
Provision for income taxes	0	0	(10,070)
Net income (loss)	$ (1,000)	$ 10,361,129	$ (27,235,908)
Weighted average shares outstanding			10,350,000
Basic and diluted income per share			$ (2.64)
Common Class A
Other income (expense):
Weighted average shares outstanding	0	41,400,000	41,400,000
Basic and diluted income per share	$ 0	$ 0.00	$ 0
Common Class B
Other income (expense):
Net income (loss)	$ (1,000)	$ 10,361,129	$ (27,235,908)
Weighted average shares outstanding	7,500,000	10,350,000	10,350,000
Basic and diluted income per share	$ 0.00	$ 1.00	$ (2.64)

Net Loss Per Share Attributable To Common Stockholders - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($)	2 Months Ended	3 Months Ended				5 Months Ended	8 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ 1,000	$ (10,361,129)	$ 1,054,714	$ 4,608,798		$ 4,609,798	$ 5,664,512	$ 27,235,908
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted			10,350,000	10,350,000		10,350,000	10,350,000	10,350,000
Net loss per share attributable to common stockholders, basic and diluted			$ (0.11)	$ (0.45)		$ (0.45)	$ (0.55)	$ (2.64)
Groop Internet Platform Inc [Member]
Numerator:
Net loss		$ 12,738,000			$ 7,900,000				$ 22,370,000	$ 29,086,000
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		12,134,482			11,728,768				11,779,604	11,219,242
Net loss per share attributable to common stockholders, basic and diluted		$ 1.05			$ 0.67				$ 1.9	$ 2.59

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Convertible Preferred Stock And Stockholders' Deficit - Additional Information (Detail)			3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2020 USD ($) Director $ / shares	May 15, 2019 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) Director $ / shares	Dec. 31, 2020 USD ($) Director $ / shares	Dec. 31, 2019 USD ($) $ / shares shares
Class of Stock [Line Items]
Temporary equity stock issued during period s new issues \| $					$ 336,574,720
Payment of stock issuance costs \| $					430,701
Sale of stock, consideration received on transaction \| $					$ 405,720,000
Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Stock-based compensation expense \| $			$ 1,513,000	$ 401,000		$ 2,977,000	$ 3,404,000
Dividend rate percentage						6.00%
Common Stock [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Number of directors entitled to elect by Class of stock shareholders \| Director	2				2	2
Operating Expense [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Stock-based compensation expense \| $							$ 2,621,000
Secondary Market Transactions [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Sale of Stock, number of shares issued in transaction \| shares							4,600,863
Sale of stock consideration received per transaction \| $							$ 11,394,000
Sale of stock, price per share							$ 2.48
Sale of stock, price per share							$ 2.48
IPO [Member] \| Automatic Conversion Of Preferred Stock [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Sale of stock, price per share	$ 4.8151				$ 4.8151	$ 4.8151
Sale of stock, price per share	$ 4.8151				4.8151	4.8151
Sale of stock, consideration received on transaction \| $	$ 50,000,000
Seed [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity liquidation preference per share	$ 0.3275				0.3275	0.3275
Seed-1 [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity liquidation preference per share	0.3036				0.3036	0.3036
Seed-2 [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity liquidation preference per share	0.3624				0.3624	0.3624
Series A [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity liquidation preference per share	$ 0.5842				$ 0.5842	$ 0.5842
Number of directors entitled to elect by Class of stock shareholders \| Director	1				1	1
Series B [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity liquidation preference per share	$ 1.0413				$ 1.0413	$ 1.0413
Number of directors entitled to elect by Class of stock shareholders \| Director	1				1	1
Series C [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity liquidation preference per share	$ 1.5839				$ 1.5839	$ 1.5839
Number of directors entitled to elect by Class of stock shareholders \| Director	1				1	1
Series C [Member] \| Automatic Conversion Of Preferred Stock [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Minimum Percentage Aprrovel of conversion by stock holders in Deemed Liquidation Event	70.00%
Series D [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Temporary equity stock issued during period shares new issues \| shares		18,655,974
Temporary equity par or stated value per share		$ 0.001
Temporary equity stock issued during period s new issues \| $		$ 51,204,000
Payment of stock issuance costs \| $		$ 128,000
Temporary equity liquidation preference per share	$ 2.7515				$ 2.7515	$ 2.7515
Number of directors entitled to elect by Class of stock shareholders \| Director	1				1	1
Series D [Member] \| Automatic Conversion Of Preferred Stock [Member] \| Groop Internet Platform Inc [Member]
Class of Stock [Line Items]
Minimum percentage of firm commitment underwritten public offering approvel by stock holders	55.00%
Minimum Percentage Aprrovel of conversion by stock holders in Deemed Liquidation Event	55.00%

Fair Value Measurements - Summary of warrants (Detail) - USD ($)	3 Months Ended			5 Months Ended	8 Months Ended	11 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Fair value as of beginning	$ 53,594,000	$ 36,039,600
Change in fair value	(8,467,400)	619,600	$ 1,342,000	$ 1,342,000	$ 1,961,600	$ 18,896,400
Fair value as of ending	45,126,600	$ 36,659,200	$ 36,039,600	36,039,600	36,659,200	53,594,000
Warrant
Class of Warrant or Right [Line Items]
Fair value as of beginning	53,594,000			0	0	0
Initial measurement on June 11, 2020						34,697,600
Change in fair value	(8,467,400)					18,896,400
Fair value as of ending	45,126,600					53,594,000
Warrant \| Private Placement Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value as of beginning	17,990,000			0	0	0
Initial measurement on June 11, 2020						10,280,000
Change in fair value	(2,878,400)					6,476,400
Fair value as of ending	15,111,600					17,990,000
Warrant \| Public Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value as of beginning	35,604,000			$ 0	$ 0	0
Initial measurement on June 11, 2020						20,700,000
Change in fair value	(5,589,000)					12,420,000
Fair value as of ending	30,015,000					35,604,000
FPA Liability [Member] \| Private Placement Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value as of beginning	4,225,000
Initial measurement on June 11, 2020						350,000
Change in fair value	(2,575,000)					3,875,000
Fair value as of ending	$ 1,650,000					$ 4,225,000

Statement of Changes In Stockholders' Equity (Parenthetical)			2 Months Ended	11 Months Ended
	Jun. 08, 2020 shares	Feb. 29, 2020 shares	Mar. 31, 2020 shares	Dec. 31, 2020 shares	Mar. 31, 2021 shares	Jun. 03, 2020 shares	Feb. 05, 2020 shares
Stock Issued During Period, Shares, New Issues				41,400,000
Common stock split conversion ratio	1.2
common stock, shares outstanding			10,350,000		10,350,000		0
Sponsor [Member]
Shares issued for services		25,000
common stock, shares outstanding						8,575,000
Common Class B [Member]
Shares issued for services			10,350,000	10,350,000
Common stock split conversion ratio	1.2
common stock, shares outstanding	10,350,000			10,350,000	10,350,000
Common Class B [Member] \| Sponsor [Member]
Shares issued for services		8,625,000	8,625,000
common stock, shares outstanding				10,300,000	10,300,000

Acquisition - Summary of Purchase Price Allocation (Detail) - Groop Internet Platform Inc [Member] $ in Thousands	Nov. 01, 2020 USD ($)
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items]
Goodwill	$ 6,134
Total purchase price	10,685
Technology [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items]
Intangible assets	$ 3,201
Amortization period	7 years 2 months 1 day
Customer relationship [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items]
Intangible assets	$ 1,350
Amortization period	1 year 3 months 29 days

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Class A common stock, subject to possible redemption, shares	34,693,585	33,657,472	33,657,472
Deferred tax assets, valuation allowance	$ 143,000	$ 335,155	$ 335,155
Federal depository insurance coverage	$ 250,000	250,000	250,000
IPO
Transaction costs		$ 23,353,182
Warrant [Member]
Anti dilutive securities	30,980,000	30,980,000
Groop Internet Platform Inc [Member]
Deferred tax assets, valuation allowance		$ 27,075,000	27,075,000	$ 22,685,000
Impairment charge of goodwill			0
Impairment losses			0	0
Dividends paid			0
Provision for uncertain tax positions			0	0
Groop Internet Platform Inc [Member] \| Selling and Marketing Expense [Member]
Advertising expense			$ 31,534,000	$ 18,915,000
Groop Internet Platform Inc [Member] \| Customer One [Member] \| Accounts Receivable [Member]
Concentration of credit risk percentage				25.70%
Groop Internet Platform Inc [Member] \| Customer Two [Member] \| Accounts Receivable [Member]
Concentration of credit risk percentage				12.57%
Groop Internet Platform Inc [Member] \| Customer Three [Member] \| Accounts Receivable [Member]
Concentration of credit risk percentage				10.82%
Groop Internet Platform Inc [Member] \| Single [Member] \| Accounts Receivable [Member]
Concentration of credit risk percentage			26.56%
Groop Internet Platform Inc [Member] \| Maximum [Member]
Cash equivalents, Maturity terms			3 months
Recognition of incremental costs of obtaining contracts as expenses, Terms			1 year
Duration of the contracts			one
Groop Internet Platform Inc [Member] \| Maximum [Member] \| Single [Member] \| Revenue from Contract with Customer Benchmark [Member]
Percentage of total revenue represented by customer			10.00%	10.00%
Groop Internet Platform Inc [Member] \| Minimum [Member]
Restricted investments maturity term			1 year
Percentage of income tax benefit			50.00%

Related Party Transactions - Additional Information (Detail)						2 Months Ended	3 Months Ended	11 Months Ended
	Jun. 12, 2020 USD ($)	Jun. 08, 2020 USD ($) shares	Jun. 03, 2020 shares	May 20, 2020 shares	Feb. 29, 2020 USD ($) shares	Mar. 31, 2020 shares	Mar. 31, 2021 USD ($) shares $ / shares	Dec. 31, 2020 USD ($) shares $ / shares	Jan. 12, 2021 USD ($) shares $ / shares	Jun. 11, 2020 $ / shares	Feb. 06, 2020 USD ($)	Feb. 05, 2020 shares
Related Party Transaction [Line Items]
Payments of offering costs \| $								$ 430,701
common stock, shares outstanding \| shares						10,350,000	10,350,000					0
Common stock split conversion ratio		1.2
Share issue price \| $ / shares							$ 10.00	$ 10.00		$ 10.00
Repayments of related party notes \| $								$ 129,706
Due to related parties, current \| $							$ 2,586
Forward purchase agreement, quantity agreed to purchase \| shares							5,000,000		2,500,000
Sponsor
Related Party Transaction [Line Items]
Payments of offering costs \| $					$ 25,000
Shares issued for services \| shares					25,000
common stock, shares outstanding \| shares			8,575,000
Debt Instrument, face amount \| $											$ 300,000
Repayments of related party notes \| $	$ 129,706
Amy Schulman
Related Party Transaction [Line Items]
Number of founder shares transferred \| shares				25,000
Thelma Duggin
Related Party Transaction [Line Items]
Number of founder shares transferred \| shares			25,000
Working Capital Loans
Related Party Transaction [Line Items]
Threshold on conversion of working capital loan \| $							$ 1,500,000	1,500,000
Due to related parties, current \| $							2,586	0
Administrative Support Agreement
Related Party Transaction [Line Items]
Related party transaction amounts of transaction \| $		$ 10,000
Related party expense for administrative services \| $							30,000	70,000
Administrative Support Agreement \| Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Due to related parties, current \| $							$ 100,000	$ 70,000
HEC Master Fund LP \| Forward Purchase Agreement
Related Party Transaction [Line Items]
Forward purchase agreement, quantity agreed to purchase \| shares								5,000,000	2,500,000
Forward purchase agreement, purchase price per unit \| $ / shares							$ 10.00	$ 10.00	$ 10.00
Forward purchase agreement, purchase obligation \| $							$ 50,000,000	$ 50,000,000	$ 25,000,000
Maximum purchase obligation transferred to affiliates \| $							$ 2,500,000	$ 2,500,000
Common Class A
Related Party Transaction [Line Items]
common stock, shares outstanding \| shares							6,706,415	7,742,528
Common Class A \| Sponsor
Related Party Transaction [Line Items]
Founder shares, conditions on transfer, threshold consecutive trading days							30 days	30 days
Founder shares, conditions on transfer, threshold number of days from business combination date							150 days	150 days
Common Class A \| Sponsor \| Minimum
Related Party Transaction [Line Items]
Share issue price \| $ / shares							$ 12.00	$ 12.00
Founder shares, conditions on transfer, threshold consecutive trading days							20 days	20 days
Common Class B
Related Party Transaction [Line Items]
Payments of offering costs \| $					$ 25,000
Shares issued for services \| shares						10,350,000		10,350,000
common stock, shares outstanding \| shares		10,350,000					10,350,000	10,350,000
Common stock split description		1:1.2 stock split
Common stock split conversion ratio		1.2
Conversion of stock shares converted \| shares		10,350,000
Common Class B \| Sponsor
Related Party Transaction [Line Items]
Shares issued for services \| shares					8,625,000	8,625,000
common stock, shares outstanding \| shares							10,300,000	10,300,000
Common Class B \| Director
Related Party Transaction [Line Items]
common stock, shares outstanding \| shares							50,000	50,000

Summary of Significant Accounting Policies

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Business description and accounting policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Amended and Restated Annual Report on Form

10-K

for the period ended December 31, 2020 filed with the SEC on May 4, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2020 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, 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

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Warrant and FPA Liabilities

The Company accounts for the Warrants and FPA (as defined below) in accordance with the guidance contained in ASC

815-40,

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants and FPA are valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, at March 31, 2021 and December 31, 2020, there are 34,693,585 and 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. As of March 31, 2021, the Company had a deferred tax asset of approximately $143,000, which had a full valuation allowance.

ASC 740 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

method of loss per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less franchise and income taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B

non-redeemable

common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B

non-redeemable

common stock outstanding for the period. Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended March 31,			For the Period from February 6, 2020 (Inception) Through March 31,
	2021			2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	47,151		$	—
Income and Franchise Tax		(47,151	)		—

Net Earnings	$	—		$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000			—
Basic and diluted net income per share, Class A	$	—		$	—
Non-Redeemable Class B Common Stock
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)		10,361,129			(1,000	)
Lees: Redeemable Net Earnings	$	—		$	—

Non-Redeemable Net Loss		10,361,129		$	(1,000	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000			7,500,000
Basic and diluted net loss per share, Class B	$	1.00		$	0.00

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 the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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.

Cash and Cash Equivalents

Warrant and FPA Liabilities

The Company accounts for the Warrants and FPA in accordance with the guidance contained in

ASC 815-40,

under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants and FPA are valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 is 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, at December 31, 2020, there are 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Offering costs consist of legal, accounting and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,353,182 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

ASC 740 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

common stock outstanding for the period. Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From February 6, 2020 (inception) Through December 31, 2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	228,281
Income and Franchise Tax		(190,398	)

Net Earnings	$	37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000
Basic and diluted net income per share, Class A	$	—

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(27,235,908	)
Lees: Redeemable Net Earnings		(37,883	)

Non-Redeemable Net Loss	$	(27,273,791	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000
Basic and diluted net loss per share, Class B	$	(2.64	)

Concentration of Credit Risk

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Groop Internet Platform Inc [Member]

Significant Accounting Policies

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”).

Basis of presentation:

The unaudited consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2020, have been applied consistently in these unaudited consolidated financial statements, unless otherwise stated.

Use of estimates:

The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Impact of recently issued accounting standards:

As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election.

In February 2016, the FASB issued

ASU 2016-02,

Topic 842 “Leases”. This ASU clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a

right-to-use

asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU

2016-02

for

non-public

business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted.

The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption.

The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC

842-10-25-2.

If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of March 31, 2021, all arrangements were classified as operating leases.

Operating leases are included in operating lease

right-of-use

(“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Operating lease expenses are recognized on a straight-line basis over the lease term.

The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and

non-lease

components for all of the Company’s leases.

The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes.

Revenue recognition:

The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for

one-on-one

therapy delivered via messaging, audio and video. Individuals access the company’s services through the Company’s website or mobile app.

The Company provides these services directly to individuals through a subscription plan. The Company also contracts with health plans and other enterprises to provide its services to individuals who are qualified to receive access to the Company’s services through the Company’s commercial arrangements.

The following table presents the Company’s revenues disaggregated by revenue source:


	Three months ended March 31,
	2021		2020
Revenues from sales to unaffiliated customers:
Consumers	$	18,564	$	9,759
Commercial		8,593		1,361

Total	$	27,157	$	11,120

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”).

Use of estimates:

Financial statements in U.S. dollars:

Most of the Company’s revenues and costs are denominated in United States dollar (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency.

Accordingly, non-dollar denominated

transactions and balances have

been re-measured into

the functional currency in accordance with Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses from

the re-measured monetary

balance sheet items are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate.

Principles of consolidation:

The consolidated financial statements include the accounts of Groop Internet Platform Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

Cash and cash equivalents:

Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less at acquisition.

Restricted long-term bank deposit:

Restricted long-term bank deposit with maturities of more than one year represents a deposit for an office lease. Such deposit is stated at cost which approximates fair value.

Property and equipment:


	%
Computers		33
Electronic equipment		15

Business combination:

The Company accounts for business combinations in accordance with ASC No. 805, “Business Combinations” (“ASC No. 805”). ASC No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquisition related costs are expensed to the statement of operations in the period incurred.

Goodwill and other intangible assets:

Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and tested for impairment at least on an annual basis, in the fourth quarter of the fiscal year.

The goodwill impairment test is performed according to the following principles:

An initial qualitative assessment may be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying mount, a quantitative fair value test is performed. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized.

The Company has not recorded any impairment charges of goodwill during the year ended December 31, 2020.

Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life (see Note 4).

Impairment of long-lived assets and intangible assets subject to amortization::

Property and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2020 and 2019, no impairment losses were recorded.

Revenue recognition:

The Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers”. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.

A contract with a customer exists only when the parties to the contract have approved it and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”), the Company can determine the transaction price for the services to be transferred, the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the services that will be transferred to the customer.

The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one therapy delivered via messaging, audio and video. Individuals access the Company’s services through the Company’s website or mobile app.

Revenues are recognized when the Company satisfies its performance obligation to perform its defined contractual obligations to provide virtual behavioral healthcare services. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service rendered.

The Company provides its services directly to individuals, enterprises and health insurance organizations. Subscription fees that derived from individuals are prepaid and recognized as services over the subscription period.

The Company contracts with enterprises to provide access to its therapist platform for their employees, based on a per-member-per-month access fee model. Revenues from access fees are recognized ratably over the contractual term period.

The Company also contracts with health insurance organizations to provide its therapy services to their eligible insured members. Revenue is recognized at a point in time, as virtual therapy session is rendered.

The Company elected to use the practical expedient and recognize the incremental costs of obtaining contracts as an expense since the amortization period of the assets that the Company otherwise would have recognized is one year or less. Similarly, the Company does not disclose the value of unsatisfied performance obligations since the original expected duration of the contracts is one year or less.

The Company records contract liabilities as deferred revenues, when it receives payments from customers before performance obligations have been performed and satisfied. The Company recognizes deferred revenues as revenues in the comprehensive loss statement once performance obligations have been performed and satisfied. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The Company anticipates that it will satisfy all of its performance obligation associated with the deferred revenue within the prospective fiscal year.

The following table presents the Company’s revenues disaggregated by revenue source:


	Year ended December 31,
	2020		2019
Revenues from sales to unaffiliated customers:
Consumers	$	61,586	$	35,438
Commercial		14,604		2,740

Total	$	76,190	$	38,178

Cost of revenues:

Cost of revenues consists of therapist payments and costs for cloud-based hosting and managing.

Research and development expenses:

Research and development expenses are primarily the costs of the Company’s research and development personnel and other platform development related expenses. Research and development expenses are charged to expenses as incurred.

Software development expenses also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services. These software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

Development costs that meet the criteria for capitalization were not material to date.

Clinical operations expenses:

Clinical operations expenses are associated with the Company’s network of therapists, such costs consist of recruiting, credentialing, onboarding, training, and performing ongoing quality assurance activities on the platform.

Concentrations of credit risks:

Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

The majority of the Company’s cash and cash equivalents are maintained in U.S. dollar. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. Although the Company deposits its cash with multiple financial institutions in U.S. its deposits, at times, may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets.

The Company’s accounts receivable are derived from sales to customers in the United States. Concentration of credit risk with respect to accounts receivable is limited by credit limits, ongoing credit evaluation and account monitoring procedures.

Accounts receivable are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit loss. The allowance for credit loss is based on the Company’s assessment of historical collection experience, customer creditworthiness, current and future economic condition and market condition. The Company regularly reviews the adequacy of the allowance for credit loss based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for credit loss when identified. The allowance of credit loss was not material for the periods presented.

No single customer represented 10% or more of total revenue during the years ended December 31, 2020 and 2019. As of December 31, 2020, one customer represents 26.56% of the accounts receivable balance, as of December 31, 2020. As of December 31, 2019, three customers represent 25.7%, 12.57% and 10.82% of the accounts receivable balance, as of December 31, 2019.

Accounting for stock-based compensation:

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model.

The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur.

The Company selected the Black-Scholes-Merton option pricing model as the most appropriate model for determining the fair value for its stock options awards. The option-pricing model requires a number of assumptions, the most significant of which are the value of the Company’s common shares, the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical stock price movements of similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options. The expected term of options granted is calculated using the simplified method for “plain vanilla” stock options awards. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. The Company has historically not paid dividends and has no plans to pay dividends in the foreseeable future.

The grant-date fair market value of the common shares underlying stock options has historically been determined by management with the assistance of third-party valuation specialists and approved by the Company’s board of directors. Because there has been no public market for the Company’s common shares, the Board of Directors exercises reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which include important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred shares, the rights, preferences and privileges of the Company’s convertible preferred shares relative to those of the Company’s common shares, actual operating results, financial performance and the lack of marketability of the Company’s common shares.

The fair value for options granted in 2020 and 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions:


	2020	2019
Dividend yield	0%	0%
Expected volatility	53.96%-66.55%	59.81%-64.61%
Risk-free interest rate	0.25%-1.45%	1.59%-2.41%
Expected term (years)	5.27-6.08	6.02-6.08

Fair value of financial instruments:

The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the inputs as follows:

Level 1:

Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2:

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3:

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Income taxes:

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined for temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accrues interest related to unrecognized tax benefits on its taxes on income.

ASC 740 contains

a two-step approach

to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income.

As of December 31, 2020 and 2019, the Company did not record any provision for uncertain tax positions.

Basic and diluted loss per share:

The Company computes net loss per share using

the two-class method

required for participating securities.

The two-class method

requires income available to ordinary shareholders for the period to be allocated between shares of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its convertible preferred shares to be participating securities as the holders of the convertible preferred shares would be entitled to dividends that would be distributed to the holders of shares of common stock, on

a pro-rata basis

assuming conversion of all convertible preferred shares into shares of common stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities.

The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or

the if-converted method

based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of shares of common stock are anti-dilutive.

Advertising expenses:

Advertising costs are expensed when incurred and are included in selling and marketing expenses in the accompanying consolidated statements of comprehensive loss. Advertising expenses include all campaigns to the Company’s platform and amounted to $31,534 and $18,915 for the years ended December 31, 2020 and 2019, respectively.

Impact of recently adopted accounting standards:

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. The Company adopted the standard beginning January 1, 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements and related disclosures. The Consolidated Financial Statements for the year ended December 31, 2020 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amended guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amended guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, and an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed.

The Company adopted this standard prospectively effective January 1, 2020. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements not yet adopted:

In February 2016, the FASB issued

ASU 2016-02,

right-to-use

asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued

ASU 2019-10

which extends the effective date of ASU

2016-02

for

non-public

business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

Statement of Cash Flows - USD ($) shares in Thousands	2 Months Ended	3 Months Ended			11 Months Ended	12 Months Ended
Statement of Cash Flows - USD ($) shares in Thousands	Mar. 31, 2020	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (1,000)	$ 10,361,129	$ (4,608,798)		$ (27,235,908)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Warrants		(8,467,400)	1,342,000		18,896,400
Change in fair value of FPA		(2,575,000)	325,000		3,875,000
Compensation expense in connection with issuance of Private Placement Warrants			1,233,600		1,233,600
Initial classification of FPA			350,000		350,000
Transaction costs attributable to Warrants		2,586	1,322,813		1,322,813
Interest earned on marketable securities held in Trust Account	0	(47,151)			(228,281)
Formation costs paid by Sponsor	728				2,125
Changes in operating assets and liabilities:
Prepaid expenses		(32,809)			(118,525)
Accrued expenses	272	(42,438)			1,631,390
Income taxes payable					10,070
Net used in operating activities		(801,083)			(261,316)
Cash Flows from Investing Activities:
Investment of cash into Trust Account					(414,000,000)
Net cash used in investing activities					(414,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					405,720,000
Proceeds from sale of Private Placement Units					10,280,000
Proceeds from promissory note – related party					100
Repayment of promissory note – related party					(129,706)
Payment of offering costs					(430,701)
Net cash provided by financing activities					415,439,693
Net Change in Cash		(801,083)			1,178,377
Cash – Beginning		1,178,377
Cash – End		377,294			1,178,377	$ 1,178,377
Non-Cash financing activities:
Initial classification of common stock subject to possible redemption					360,899,230
Change in value of common stock subject to possible redemption		10,361,130			(24,324,510)
Offering costs included in accrued offering costs	5,000
Deferred offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock	25,000				25,000
Payment of offering costs through promissory note — related party	72,700				127,481
Deferred underwriting commissions					14,490,000
Initial fair value of warrant liability					34,697,600
Groop Internet Platform Inc [Member]
Cash Flows from Operating Activities:
Net loss		(12,738,000)		$ (7,900,000)		(22,370,000)	$ (29,086,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Warrants						346,000
Changes in operating assets and liabilities:
Depreciation and amortization		462,000		18,000		379,000	59,000
Stock-based compensation		1,513,000		401,000		2,977,000	3,404,000
Increase in accounts receivable		(1,666,000)		(599,000)		(5,017,000)	(840,000)
Increase in other current assets		(1,076,000)		(297,000)		(695,000)	(216,000)
Increase in accounts payable		7,030,000		190,000		2,561,000	3,277,000
Increase in deferred revenues		2,878,000		642,000		2,028,000	1,193,000
Increase in accrued expenses and other current liabilities		(282,000)		(252,000)		4,962,000	1,017,000
Net used in operating activities		(3,879,000)		(7,797,000)		(15,175,000)	(21,192,000)
Cash Flows from Investing Activities:
Purchase of property and equipment		(319,000)		(4,000)		(126,000)	(138,000)
Cash paid in connection with acquisition						(10,685,000)	0
Purchase of an intangible asset						(939,000)	0
Proceeds from restricted long-term bank deposit						447,000	0
Net cash used in investing activities		(319,000)		(4,000)		(11,303,000)	(138,000)
Cash Flows from Financing Activities:
Payment of deferred issuance costs		(75,000)		0
Proceeds from issuance of convertible preferred stock, net						0	51,204,000
Proceeds from exercise of stock options		797,000		54,000		94,000	297,000
Net cash provided by financing activities		722,000		54,000		94,000	51,501,000
Net Change in Cash		(3,476,000)		(7,747,000)		(26,384,000)	30,171,000
Cash – Beginning		13,248,000	$ 31,885,000	39,632,000		39,632,000	9,461,000
Cash – End	$ 31,885,000	9,772,000		31,885,000	$ 13,248,000	$ 13,248,000	$ 39,632,000
Non-Cash financing activities:
Deferred issuance costs		2,673,000		0
Issuance of warrant and other costs related to the Credit Agreement		$ 175,000		$ 0
Deferred issuance cost on credit						692	0

Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account		$ 414,228,281
Fair Value, Inputs, Level 1 [Member] \| Public Warrant [Member]
Liabilities:
Warrant Liability	$ 17,990,000	35,604,000
Fair Value, Inputs, Level 3 [Member]
Liabilities:
FPA Liability	1,650,000	4,225,000
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrant [Member]
Liabilities:
Warrant Liability	$ 15,111,600	$ 17,990,000

Acquisition

12 Months Ended

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Acquisition

NOTE 3:

ACQUISITION

On November 1, 2020, the Company completed an acquisition of the operation of Lasting, an

app-based

subscription for relationship and couple counseling for a total cash consideration of $10,685. In addition, the Company entered into a

non-competition

agreement for a total consideration of $939, which was recorded as an intangible asset and amortized over a period of 3.17 years (refer to Note 4).

In addition, the Company incurred acquisition-related costs in a total amount of $177. Acquisition-related costs include legal, accounting, consulting fees and other external costs directly related to the acquisition.

Purchase price allocation:

Under business combination accounting principles, the total purchase price was allocated to Lasting’s intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the identifiable intangible assets was recorded as goodwill.

The purchase price allocation for the acquisition has been determined at the follows:


	Fair value		Amortization period (years)
Intangible assets:
Technology	$	3,201		7.17
Customer relationship		1,350		1.33
Goodwill		6,134		infinite

Total purchase price	$	10,685

In performing the purchase price allocation, the Company considered, among other factors, analysis of historical financial performance, the best use of the acquired assets and estimates of future performance of Lasting’s operations. In its allocation, applying the income approach, the Company determined the fair values of the Lasting technology and the

non-competition

agreement. The acquired customer relationship was determined based on the cost approach.

Pro forma results of operations related to this acquisition have not been prepared because they are not material to the Company’s consolidated statements of operations.

Description of Organization and Business Operations

3 Months Ended

11 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Description Of Organisation And Business Operation [Abstract]

Description of organization and business operation disclosure

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Hudson Executive Investment Corp. (the “Company”) was incorporated in Delaware on February 6, 2020. The Company was formed for the purpose of entering into 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 not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

All activity for the period from February 6, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of GROOP Internet Platform, Inc., a Delaware corporation (“Talkspace”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company has two subsidiaries, Tailwind Merger Sub I, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on January 18, 2021 (“Merger Sub 1”) and Tailwind Merger Sub II, LLC, a wholly -owned subsidiary of the Company also incorporated in Delaware on January 18, 2021 (“Merger Sub 2”).

The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2020. On June 11, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to HEC Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.

Transaction costs amounted to $23,353,182, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $583,182 of other offering costs. At March 31, 2021 and December 31, 2020, cash of $377,294 and $1,178,377, respectively, was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on June 11, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or less until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or

pre-initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until June 11, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern

As of March 31, 2021, the Company had $377,294 in its operating bank accounts, $414,275,432 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,072,980.

The Company intends to complete a Business Combination as further discussed in Note 6. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition of the Company raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance date of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

All activity for the period from February 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of GROOP Internet Platform, Inc., a Delaware corporation (“Talkspace”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Transaction costs amounted to $23,353,182, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $583,182 of other offering costs. At December 31, 2020, cash of $1,178,377 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on June 11, 2020, an amount of $414,000,000 ($10.00

per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

pre-initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

per-share

Act of 1933, as amended (the “Securities Act”).

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern

As of December

31, 2020, the Company had $1,178,377 in its operating bank accounts, $414,228,281 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $344,558.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition of the Company raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance date of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.

Equity Incentive Plan - Summary of Stock Option Activity (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of options, Outstanding at the beginning of the period	18,097,815	13,841,065
Number of options, Granted	743,156	5,152,687
Number of options, Exercised	(603,914)	(167,315)
Number of options, Forfeited	(45,537)	(728,622)
Number of options, Outstanding at the end of the period	18,191,520	18,097,815	13,841,065
Number of options, Exercisable at the end of the period	11,847,077	11,161,876
Weighted average exercise price, Outstanding at the beginning of the period	$ 0.80	$ 0.61
Weighted average exercise price, Granted	8.21	1.37
Weighted average exercise price, Exercised	1.32	0.56
Weighted average exercise price, Forfeited	1.33	1.22
Weighted average exercise price, Outstanding at the end of the period	1.08	0.80	$ 0.61
Weighted average exercise price, Exercisable at the end of the period	$ 0.56	$ 0.52
Weighted average remaining contractual term (in years)	6 years 6 months 25 days	6 years 9 months 3 days	7 years 4 months 13 days
Weighted average remaining contractual term (in years) Exercisable at the end of the period	5 years 4 months 24 days	5 years 6 months 3 days
Aggregate intrinsic value, Outstanding	$ 178,736	$ 134,094	$ 10,655
Aggregate intrinsic value, Exercisable at the end of the period	$ 122,569	$ 85,856

Restatement Of Previously Issued Financial Statements - Summary of restatement of financial statements (Detail) - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended	8 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Jun. 11, 2020
Restatement Of Financial Statements [Line Items]
Warrant liability		$ 45,126,600	$ 36,659,200	$ 36,039,600	$ 36,039,600	$ 36,659,200	$ 53,594,000	$ 34,697,600
FPA Liability		1,650,000	1,100,000	675,000	675,000	1,100,000	4,225,000	350,000
Common Stock Subject to Possible Redemption			358,146,110	359,200,830	359,200,830	358,146,110	336,574,720	360,899,230
Class A Common Stock			11	548	548	11	774	531
Additional paid-in capital		21,873,075	10,662,927	9,608,218	9,608,218	10,662,927	32,234,102	7,909,835
Accumulated deficit		(16,874,779)	(5,664,512)	(4,609,798)	(4,609,798)	(5,664,512)	(27,235,908)	(2,911,397)
Change in fair value of Warrants		8,467,400	(619,600)	(1,342,000)	(1,342,000)	(1,961,600)	(18,896,400)
Change in fair value of FPA		2,575,000	(425,000)	(325,000)	(325,000)	(750,000)	(3,875,000)
Compensation expense in connection with issuance of Private Placement Warrants				(1,233,600)	(1,233,600)	(1,233,600)	(1,233,600)
Initial classification of FPA				(350,000)	(350,000)	(350,000)	(350,000)
Transaction costs attributable to Warrants		(2,586)		(1,322,813)	(1,322,813)	(1,322,813)	(1,322,813)
Net income (loss)	$ (1,000)	10,361,129	$ (1,054,714)	$ (4,608,798)	$ (4,609,798)	$ (5,664,512)	$ (27,235,908)
Weighted average shares outstanding of Class B non-redeemable common stock			10,350,000	10,350,000	10,350,000	10,350,000	10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock			$ (0.11)	$ (0.45)	$ (0.45)	$ (0.55)	$ (2.64)
Change in fair value of Warrants		(8,467,400)	$ 619,600	$ 1,342,000	$ 1,342,000	$ 1,961,600	$ 18,896,400
Initial classification of warrant liability					34,697,600	34,697,600	34,697,600
Change in fair value of FPA Liability					325,000	750,000	3,875,000
Initial classification of FPA liability					350,000	350,000	350,000
Transaction Costs					1,322,813	1,322,813	1,322,813
Initial classification of common stock subject to possible redemption					360,899,230	360,899,230	360,899,230
Change in value of common stock subject to possible redemption		$ 10,361,130			(1,698,400)	(2,753,120)	(24,324,510)
As Previously Reported
Restatement Of Financial Statements [Line Items]
Common Stock Subject to Possible Redemption			395,905,310	395,915,430	395,915,430	395,905,310	394,393,720	395,946,830
Class A Common Stock			181	181	181	181	196	181
Additional paid-in capital			5,045,292	5,035,172	5,035,172	5,045,292	6,556,867	5,003,772
Accumulated deficit			(46,499)	(36,385)	(36,385)	(46,499)	(1,558,095)	(4,984)
Net income (loss)			$ (10,114)	$ (35,385)	$ (36,385)	$ (46,499)	$ (1,558,095)
Weighted average shares outstanding of Class B non-redeemable common stock			10,350,000	10,350,000	10,350,000	10,350,000	10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock			$ (0.01)	$ 0.00	$ 0.00	$ (0.01)	$ (0.15)
Initial classification of common stock subject to possible redemption					$ 395,946,830	$ 395,946,830	$ 395,946,830
Change in value of common stock subject to possible redemption					(31,400)	(41,520)	(1,553,110)
Adjustments
Restatement Of Financial Statements [Line Items]
Warrant liability			$ 36,659,200	$ 36,039,600	36,039,600	36,659,200	53,594,000	34,697,600
FPA Liability			1,100,000	675,000	675,000	1,100,000	4,225,000	350,000
Common Stock Subject to Possible Redemption			(37,759,200)	(36,714,600)	(36,714,600)	(37,759,200)	(57,819,000)	(35,047,600)
Class A Common Stock			378	367	367	378	578	350
Additional paid-in capital			5,617,635	4,573,046	4,573,046	5,617,635	25,677,235	2,906,063
Accumulated deficit			(5,618,013)	(4,573,413)	(4,573,413)	(5,618,013)	(25,677,813)	$ (2,906,413)
Change in fair value of Warrants			(619,600)	(1,342,000)	(1,342,000)	(1,961,600)	(18,896,400)
Change in fair value of FPA			(425,000)	(325,000)	(325,000)	(750,000)	(3,875,000)
Compensation expense in connection with issuance of Private Placement Warrants				(1,233,600)	(1,233,600)	(1,233,600)	(1,233,600)
Initial classification of FPA				(350,000)	(350,000)	(350,000)	(350,000)
Transaction costs attributable to Warrants				(1,322,813)	(1,322,813)	(1,322,813)	(1,322,813)
Net income (loss)			$ (1,044,600)	$ (4,573,413)	$ (4,573,413)	$ (5,618,013)	$ (25,677,813)
Basic and diluted net loss per share, Class B non-redeemable common stock			$ (0.10)	$ (0.45)	$ (0.45)	$ (0.54)	$ (2.49)
Change in fair value of Warrants			$ 619,600	$ 1,342,000	$ 1,342,000	$ 1,961,600	$ 18,896,400
Initial classification of warrant liability					34,697,600	34,697,600	34,697,600
Change in fair value of FPA Liability					325,000	750,000	3,875,000
Initial classification of FPA liability					350,000	350,000	350,000
Transaction Costs					1,322,813	1,322,813	1,322,813
Initial classification of common stock subject to possible redemption					(35,047,600)	(35,047,600)	(35,047,600)
Change in value of common stock subject to possible redemption					$ (1,667,000)	$ (2,711,600)	$ (22,771,400)

Acquisition - Additional Information (Detail) - Groop Internet Platform Inc [Member] $ in Thousands	Nov. 01, 2020 USD ($)
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items]
Total cash consideration	$ 10,685
Acquisition-related costs	177
Non-competition agreements [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items]
Total consideration	$ 939
Amortization period	3 years 2 months 1 day

Statement of Changes In Stockholders' Equity - USD ($)	Total	Groop Internet Platform Inc [Member]	Class A Common Stock	Class B Common Stock	Convertible Preferred Stock [Member] Groop Internet Platform Inc [Member]	Additional Paid-in Capital	Additional Paid-in Capital Groop Internet Platform Inc [Member]	Accumulated Deficit	Accumulated Deficit Groop Internet Platform Inc [Member]	Preferred Stock [Member] Convertible Preferred Stock [Member] Groop Internet Platform Inc [Member]	Common Stock [Member] Groop Internet Platform Inc [Member]
Beginning balance, value at Dec. 31, 2018										$ 60,078,000
Beginning balance, shares at Dec. 31, 2018										64,739,841
Beginning balance, value at Dec. 31, 2018		$ (54,214,000)					$ 3,108,000		$ (57,332,000)		$ 10,000
Beginning balance, shares at Dec. 31, 2018											10,328,080
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , shares										18,655,963
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , value										$ 51,204,000
Issuance of series D convertible preferred stock, net of issuance costs , Shares										18,655,963
Issuance of series D convertible preferred stock, net of issuance costs , Value										$ 51,204,000
Exercise of stock options , Shares											1,331,565
Exercise of stock options , Value		297,000					296,000				$ 1,000
Stock-based compensation		3,404,000					3,404,000
Net loss		(29,086,000)							(29,086,000)
Ending balance, value at Dec. 31, 2019		$ (79,599,000)					6,808,000		(86,418,000)		$ 11,000
Ending balance, shares at Dec. 31, 2019		11,659,645									11,659,645
Ending balance, value at Dec. 31, 2019										$ 111,282,000
Ending balance, shares at Dec. 31, 2019					83,395,815					83,395,815
Exercise of stock options , Shares											107,574
Exercise of stock options , Value		$ 54,000					54,000
Stock-based compensation		401,000					401,000
Net loss		(7,900,000)							(7,900,000)
Ending balance, value at Mar. 31, 2020	$ (24,000)	(87,044,000)		$ 1,035		$ 23,965	7,263,000	$ (1,000)	(94,318,000)		$ 11,000
Ending balance, shares at Mar. 31, 2020	10,350,000										11,767,219
Ending balance, value at Mar. 31, 2020										$ 111,282,000
Ending balance, shares at Mar. 31, 2020										83,395,815
Beginning balance, value at Dec. 31, 2019										$ 111,282,000
Beginning balance, shares at Dec. 31, 2019					83,395,815					83,395,815
Beginning balance, value at Dec. 31, 2019		$ (79,599,000)					6,808,000		(86,418,000)		$ 11,000
Beginning balance, shares at Dec. 31, 2019		11,659,645									11,659,645
Exercise of stock options , Shares		167,315									167,315
Exercise of stock options , Value		$ 94,000					94,000
Stock-based compensation		2,977,000					2,977,000
Net loss		(22,370,000)							(22,370,000)
Ending balance, value at Dec. 31, 2020	$ 5,000,003	$ (98,898,000)	$ 774	$ 1,035		32,234,102	9,879,000	(27,235,908)	(108,788,000)		$ 11,000
Ending balance, shares at Dec. 31, 2020		11,826,960	7,742,528	10,350,000							11,826,960
Ending balance, value at Dec. 31, 2020	$ 336,574,720		$ 336,574,720							$ 111,282,000
Ending balance, shares at Dec. 31, 2020	33,657,472		33,657,472		83,395,815					83,395,815
Beginning balance, value at Feb. 05, 2020
Beginning balance, shares at Feb. 05, 2020	0
Issuance of Class B common stock to initial stockholders, shares				10,350,000
Issuance of Class B common stock to initial stockholders , value	$ 25,000			$ 1,035		23,965
Net loss	(1,000)			(1,000)				(1,000)
Ending balance, value at Mar. 31, 2020	$ (24,000)	$ (87,044,000)		$ 1,035		23,965	7,263,000	(1,000)	(94,318,000)		$ 11,000
Ending balance, shares at Mar. 31, 2020	10,350,000										11,767,219
Ending balance, value at Mar. 31, 2020										$ 111,282,000
Ending balance, shares at Mar. 31, 2020										83,395,815
Beginning balance, value at Feb. 05, 2020
Beginning balance, shares at Feb. 05, 2020	0
Net loss	$ (4,609,798)
Ending balance, value at Jun. 30, 2020	359,200,830
Beginning balance, value at Feb. 05, 2020
Beginning balance, shares at Feb. 05, 2020	0
Net loss	$ (5,664,512)
Ending balance, value at Sep. 30, 2020	358,146,110
Beginning balance, value at Feb. 05, 2020
Beginning balance, shares at Feb. 05, 2020	0
Issuance of Class B common stock to initial stockholders, shares				10,350,000
Issuance of Class B common stock to initial stockholders , value	$ 25,000			$ 1,035		23,965
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , shares	41,400,000		41,400,000
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , value	$ 368,785,631		$ 4,140			368,781,491
Class A Common stock subject to possible redemption , shares			(33,657,472)
Class A Common stock subject to possible redemption , value	$ (336,574,720)		$ (3,366)			(336,571,354)
Issuance of series D convertible preferred stock, net of issuance costs , Shares	41,400,000		41,400,000
Issuance of series D convertible preferred stock, net of issuance costs , Value	$ 368,785,631		$ 4,140			368,781,491
Net loss	(27,235,908)			(27,235,908)				(27,235,908)
Ending balance, value at Dec. 31, 2020	5,000,003	$ (98,898,000)	$ 774	$ 1,035		32,234,102	9,879,000	(27,235,908)	(108,788,000)		$ 11,000
Ending balance, shares at Dec. 31, 2020		11,826,960	7,742,528	10,350,000							11,826,960
Ending balance, value at Dec. 31, 2020	$ 336,574,720		$ 336,574,720							$ 111,282,000
Ending balance, shares at Dec. 31, 2020	33,657,472		33,657,472		83,395,815					83,395,815
Beginning balance, value at Mar. 31, 2020										$ 111,282,000
Beginning balance, shares at Mar. 31, 2020										83,395,815
Beginning balance, value at Mar. 31, 2020	$ (24,000)	$ (87,044,000)		$ 1,035		23,965	7,263,000	(1,000)	(94,318,000)		$ 11,000
Beginning balance, shares at Mar. 31, 2020	10,350,000										11,767,219
Net loss	$ (4,608,798)
Ending balance, value at Jun. 30, 2020	359,200,830
Net loss	(1,054,714)
Ending balance, value at Sep. 30, 2020	358,146,110
Beginning balance, value at Dec. 31, 2020	$ 336,574,720		$ 336,574,720							$ 111,282,000
Beginning balance, shares at Dec. 31, 2020	33,657,472		33,657,472		83,395,815					83,395,815
Beginning balance, value at Dec. 31, 2020	$ 5,000,003	$ (98,898,000)	$ 774	$ 1,035		32,234,102	9,879,000	(27,235,908)	(108,788,000)		$ 11,000
Beginning balance, shares at Dec. 31, 2020		11,826,960	7,742,528	10,350,000							11,826,960
Change in value of common stock subject to possible redemption,Shares			(1,036,113)
Change in value of common stock subject to possible redemption,Value	(10,361,130)		$ (103)			(10,361,027)
Exercise of stock options , Shares		603,914									603,914
Exercise of stock options , Value		$ 797,000					796,000				$ 1,000
Stock-based compensation		1,513,000					1,513,000
Issuance of warrants		125,000					125,000
Net loss	10,361,129	(12,738,000)		$ 10,361,129				10,361,129	(12,738,000)
Ending balance, value at Mar. 31, 2021	$ 5,000,002	$ (109,201,000)	$ 671	$ 1,035		$ 21,873,075	$ 12,313,000	$ (16,874,779)	$ (121,526,000)		$ 12,000
Ending balance, shares at Mar. 31, 2021	10,350,000	12,430,874	6,706,415	10,350,000							12,430,874
Ending balance, value at Mar. 31, 2021			$ 346,935,850							$ 111,282,000
Ending balance, shares at Mar. 31, 2021	34,693,585		34,693,585		83,395,815					83,395,815

Income Tax - Summary of Deferred Tax Assets (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax asset
Organizational costs/Startup expenses		$ 335,155
Total deferred tax asset		335,155
Valuation allowance	$ (143,000)	(335,155)
Deferred tax asset, net of allowance		0
Groop Internet Platform Inc [Member]
Deferred tax asset
Net operating loss carryforwards		25,778,000	$ 22,679,000
Other temporary differences		1,297,000	6,000
Total deferred tax asset		27,075,000	22,685,000
Valuation allowance		(27,075,000)	(22,685,000)
Deferred tax asset, net of allowance		$ 0	$ 0

Summary of Significant Accounting Policies (Policies)

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Amended and Restated Annual Report on Form

10-K

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Warrant and FPA Liabilities

The Company accounts for the Warrants and FPA (as defined below) in accordance with the guidance contained in ASC

815-40,

re-measurement

Warrant and FPA Liabilities

The Company accounts for the Warrants and FPA in accordance with the guidance contained in

ASC 815-40,

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 is 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, at December 31, 2020, there are 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Income Taxes

ASC 740 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

common stock outstanding for the period. Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended March 31,			For the Period from February 6, 2020 (Inception) Through March 31,
	2021			2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	47,151		$	—
Income and Franchise Tax		(47,151	)		—

Net Earnings	$	—		$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000			—
Basic and diluted net income per share, Class A	$	—		$	—
Non-Redeemable Class B Common Stock
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)		10,361,129			(1,000	)
Lees: Redeemable Net Earnings	$	—		$	—

Non-Redeemable Net Loss		10,361,129		$	(1,000	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000			7,500,000
Basic and diluted net loss per share, Class B	$	1.00		$	0.00

Net Income (Loss) per Common Share

The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

common stock outstanding for the period. Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From February 6, 2020 (inception) Through December 31, 2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	228,281
Income and Franchise Tax		(190,398	)

Net Earnings	$	37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000
Basic and diluted net income per share, Class A	$	—

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(27,235,908	)
Lees: Redeemable Net Earnings		(37,883	)

Non-Redeemable Net Loss	$	(27,273,791	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000
Basic and diluted net loss per share, Class B	$	(2.64	)

Concentration of Credit Risk

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Concentrations of credit risks

Concentration of Credit Risk

Fair value of financial instruments

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Basic and diluted loss per share

Net Income (Loss) per Common Share

The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

common stock outstanding for the period. Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended March 31,			For the Period from February 6, 2020 (Inception) Through March 31,
	2021			2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	47,151		$	—
Income and Franchise Tax		(47,151	)		—

Net Earnings	$	—		$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000			—
Basic and diluted net income per share, Class A	$	—		$	—
Non-Redeemable Class B Common Stock
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)		10,361,129			(1,000	)
Lees: Redeemable Net Earnings	$	—		$	—

Non-Redeemable Net Loss		10,361,129		$	(1,000	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000			7,500,000
Basic and diluted net loss per share, Class B	$	1.00		$	0.00

Net Income (Loss) per Common Share

The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

common stock outstanding for the period. Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From February 6, 2020 (inception) Through December 31, 2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	228,281
Income and Franchise Tax		(190,398	)

Net Earnings	$	37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000
Basic and diluted net income per share, Class A	$	—

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(27,235,908	)
Lees: Redeemable Net Earnings		(37,883	)

Non-Redeemable Net Loss	$	(27,273,791	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000
Basic and diluted net loss per share, Class B	$	(2.64	)

Recently issued accounting pronouncements not yet adopted

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Groop Internet Platform Inc [Member]

Basis of Presentation

Basis of presentation:

Principles of Consolidation

Principles of consolidation:

The consolidated financial statements include the accounts of Groop Internet Platform Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

Use of estimates:

Cash and Cash Equivalents

Cash and cash equivalents:

Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less at acquisition.

Income Taxes

Income taxes:

ASC 740 contains

a two-step approach

As of December 31, 2020 and 2019, the Company did not record any provision for uncertain tax positions.

Net Income (Loss) per Common Share

Basic and diluted loss per share:

The Company computes net loss per share using

the two-class method

required for participating securities.

The two-class method

a pro-rata basis

the if-converted method

Concentration of Credit Risk

Concentrations of credit risks:

Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Financial Instruments

Fair value of financial instruments:

The hierarchy is broken down into three levels based on the inputs as follows:

Level 1:

Level 2:

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3:

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recent Accounting Standards

Recently issued accounting pronouncements not yet adopted:

In February 2016, the FASB issued

ASU 2016-02,

right-to-use

asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued

ASU 2019-10

which extends the effective date of ASU

2016-02

for

non-public

Financial statements in U.S. dollars

Financial statements in U.S. dollars:

Accordingly, non-dollar denominated

transactions and balances have

been re-measured into

the functional currency in accordance with Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses from

the re-measured monetary

balance sheet items are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate.

Restricted long-term bank deposit

Restricted long-term bank deposit:

Restricted long-term bank deposit with maturities of more than one year represents a deposit for an office lease. Such deposit is stated at cost which approximates fair value.

Property and equipment

Property and equipment:


	%
Computers		33
Electronic equipment		15

Business combination

Business combination:

Goodwill and other intangible assets

Goodwill and other intangible assets:

The goodwill impairment test is performed according to the following principles:

An initial qualitative assessment may be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

The Company has not recorded any impairment charges of goodwill during the year ended December 31, 2020.

Impairment of long-lived assets and intangible assets subject to amortization

Revenue recognition:

The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for

one-on-one

therapy delivered via messaging, audio and video. Individuals access the company’s services through the Company’s website or mobile app.

The following table presents the Company’s revenues disaggregated by revenue source:


	Three months ended March 31,
	2021		2020
Revenues from sales to unaffiliated customers:
Consumers	$	18,564	$	9,759
Commercial		8,593		1,361

Total	$	27,157	$	11,120

Impairment of long-lived assets and intangible assets subject to amortization::

Revenue recognition

Revenue recognition:

The following table presents the Company’s revenues disaggregated by revenue source:


	Year ended December 31,
	2020		2019
Revenues from sales to unaffiliated customers:
Consumers	$	61,586	$	35,438
Commercial		14,604		2,740

Total	$	76,190	$	38,178

Cost of revenues

Cost of revenues:

Cost of revenues consists of therapist payments and costs for cloud-based hosting and managing.

Research and development expenses

Research and development expenses:

Development costs that meet the criteria for capitalization were not material to date.

Clinical operations expenses

Clinical operations expenses:

Concentrations of credit risks

Concentrations of credit risks:

Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Accounting for stock-based compensation

Accounting for stock-based compensation:

The fair value for options granted in 2020 and 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions:


	2020	2019
Dividend yield	0%	0%
Expected volatility	53.96%-66.55%	59.81%-64.61%
Risk-free interest rate	0.25%-1.45%	1.59%-2.41%
Expected term (years)	5.27-6.08	6.02-6.08

Fair value of financial instruments

Fair value of financial instruments:

The hierarchy is broken down into three levels based on the inputs as follows:

Level 1:

Level 2:

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3:

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Basic and diluted loss per share

Basic and diluted loss per share:

The Company computes net loss per share using

the two-class method

required for participating securities.

The two-class method

a pro-rata basis

the if-converted method

Advertising expenses

Advertising expenses:

Impact of recently adopted accounting standards

Impact of recently issued accounting standards:

In February 2016, the FASB issued

ASU 2016-02,

right-to-use

asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU

2016-02

for

non-public

The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption.

The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC

842-10-25-2.

Operating leases are included in operating lease

right-of-use

non-lease

components for all of the Company’s leases.

The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes.

Impact of recently adopted accounting standards:

The Company adopted this standard prospectively effective January 1, 2020. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

Recently issued accounting pronouncements not yet adopted:

In February 2016, the FASB issued

ASU 2016-02,

right-to-use

asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued

ASU 2019-10

which extends the effective date of ASU

2016-02

for

non-public

Fair Value Measurements

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Measurements

NOTE 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 based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as

held-to-maturity

in accordance with ASC 320 “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At March 31, 2021, assets held in the Trust Account were comprised of $414,275,432 in money market funds, which are invested in U.S. Treasury Securities. At December 31, 2020, assets held in the trust account were comprised of $575 in money market funds and $414,232,051 in U.S. Treasury Bills. During the three months ended March 31, 2021 and the year ended December 31, 2020, the Company did not withdraw any interest income from the trust account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of

held-to-maturity

securities at March 31, 2021 and December 31, 2020 are as follows:


	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain		Fair Value
March 31, 2021	Money market funds		1		N/A		N/A	$	414,275,432
December 31, 2020	U.S. Treasury Securities (Mature on 1/28/2021)		1	$	414,228,281	$	4,345	$	414,232,626


	Level		March 31, 2021		December 31, 2020
Liabilities:
Warrant Liability – Public Warrants		1	$	17,990,000	$	35,604,000
Warrant Liability – Private Placement Warrants		3	$	15,111,600	$	17,990,000
FPA Liability		3	$	1,650,000	$	4,225,000

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the statement of operations.

The Warrants are measured at fair value on a recurring basis. The Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants and was estimated to be 10% before the expected business combination and 20% after the expected business combination.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement			Public			Total Warrant Liabilities
Fair value as of January 1, 2021	$	17,990,000		$	35,604,000		$	53,594,000
Change in fair value		(2,878,400	)		(5,589,000	)		(8,467,400	)

Fair value as of March 31, 2021	$	15,111,600		$	30,015,000		$	45,126,600

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from June 11, 2020 through December 31, 2020 was $34,697,600, when the Public Warrants were separately listed and traded. There were no transfers between levels for the three months ended March 31, 2021.

The following table presents the changes in the fair value of FPA liability:


	Private Placement
Fair value as of January 1, 2021	$	4,225,000
Change in fair value		(2,575,000	)

Fair value as of March 31, 2021	$	1,650,000

NOTE

10. FAIR

VALUE MEASUREMENTS


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 based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as

held-to-maturity

in accordance with ASC Topic 320 “Investments – Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $575 in cash and $414,232,051 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.


	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	414,228,281

Liabilities:
Warrant Liability – Public Warrants		1	$	35,604,000
Warrant Liability – Private Placement Warrants		3	$	17,990,000
FPA Liability		3	$	4,225,000

The Warrants and FPA were accounted for as liabilities in accordance with ASC

815-40.

The warrant liabilities and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations.

Initial Measurement

The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants are the expected volatility of our common stock and our stock price. The expected volatility of our common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. Our stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of our outstanding units.

The Public Warrants were valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants are the expected volatility of our common stock and our stock price. The expected volatility of our common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. Our stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of our outstanding units.

Subsequent Measurement

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of February 6, 2020 (inception)	$	—	$	—	$	—
Initial measurement on June 11, 2020		10,280,000		20,700,000		34,697,600
Change in fair value		6,476,400		12,420,000		18,896,400

Fair value as of December 31, 2020	$	17,990,000	$	35,604,000	$	53,594,000

34,697,600

, when the Public Warrants were separately listed and traded

The following table presents the changes in the fair value of FPA liability:


		Private Placement
Fair value as of February 6, 2020 (inception)	$	—
Initial measurement on June 11, 2020		350,000
Change in fair value		3,875,000

Fair value as of December 31, 2020	$	4,225,000

The gross holding gains and fair value of

held-to-maturity

securities at December 31, 2020 are as follows:


	Held-To-Maturity	Level		Amortized Cost		Gross Holding Gain		Fair Value

December 31, 2020	U.S. Treasury Securities (Mature on 1/28/2021 )		1	$	414,228,281	$	4,345	$	414,232,626

Groop Internet Platform Inc [Member]

Fair Value Measurements

NOTE 3:-

FAIR VALUE MEASUREMENT

The Company measures its warrants liability at fair value on a recurring basis and classifies such as Level 3. The inputs related to the Company’s share prices were determined based on management’s assumptions and based on the Option Pricing Model (“OPM”). The fair value of the underlying preferred share price was determined by the board of directors, considering among others, a third-party valuation. The warrant liability fair value measurement as of March 31, 2021 and December 31, 2020 was $609 and $444, respectively.

NOTE 5:

FAIR VALUE MEASUREMENT

The Company measures its warrants liability at fair value on a recurring basis and classifies such as Level 3. The inputs related to the Company’s share prices were determined based on management’s assumptions and based on the Option Pricing Model (“OPM”). The fair value of the underlying preferred share price was determined by the board of directors, considering among others, a third-party valuation. The warrant liability fair value measurement as of December 31, 2020 and 2019 was $444 and $98, respectively. Revaluation of the fair value of warrants amounted to $346 in the year ended December 31, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Equity Incentive Plan - Summary of Stock-based Compensation Expense (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 1,513	$ 401	$ 2,977	$ 3,404
Research and Development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	172	29	229	768
Clinical Operations [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	71	4	102	401
Selling and Marketing [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	877	165	1,568	182
General and Administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 393	$ 203	$ 1,078	$ 2,053

Equity Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant exercise price	$ 11.50		$ 11.50
Groop Internet Platform Inc [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost	$ 12,545		$ 9,337
Total unrecognized compensation cost, over a period	4 years		4 years
Warrant liability fair value disclosure	$ 609		$ 444	$ 98
Stock option granted to employees [Member] \| Groop Internet Platform Inc [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 7	$ 0.73	$ 1.92	$ 0.78
2014 Global Share Incentive Plan The Option Plan [Member] \| Groop Internet Platform Inc [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares are reserved for issuance	201,427		889,046
Vesting period	4 years		4 years
Contractual terms	ten years		ten years
Common Stock \| Groop Internet Platform Inc [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	60,000		60,000
Warrant exercise price	$ 0.44		$ 0.44
Class of warrant or right issued year	2017		2017
Class of warrant or right expire year	2027		2027
Series D Convertible Preferred Stock \| Groop Internet Platform Inc [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	50,881		50,881
Warrant exercise price	$ 2.75		$ 2.75
Warrant liability fair value disclosure	$ 609		$ 444
Class of warrant or right issued year	2019		2019
Class of warrant or right expire year	2029		2029

Summary of Significant Accounting Policies - Summary of Fair Value Of Options granted and Valuation Assumptions (Detail) - Groop Internet Platform Inc [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend Yield	0.00%	0.00%
Expected Volatility Rate,Minimum	53.96%	59.81%
Expected Volatility Rate,Maximum	66.55%	64.61%
Risk free interest rate,Minimum	0.25%	1.59%
Risk free interest rate,Maximum	1.45%	2.41%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 years 29 days	6 years 29 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 3 months 7 days	6 years 7 days

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended			5 Months Ended	7 Months Ended	8 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash and marketable securities held in trust account	$ 414,275,432				$ 414,228,281		$ 414,228,281	$ 414,228,281
Investment income, interest	0						0
Revaluation of the fair value of warrants	(8,467,400)	$ 619,600	$ 1,342,000	$ 1,342,000		$ 1,961,600	$ 18,896,400
Public Warrant [Member]
Fair value of liabilities transferred out of level 3	$ 0				34,697,600
Percentage volatilities of public warrant estimated before the expected business combination	10.00%						10.00%
Percentage volatilities of public warrant estimated after the expected business combination	20.00%						20.00%
Private Placement Warrant [Member]
Percentage volatilities of public warrant estimated before the expected business combination	10.00%						10.00%
Percentage volatilities of public warrant estimated after the expected business combination	20.00%						20.00%
Groop Internet Platform Inc [Member]
Warrant liability fair value disclosure	$ 609,000				444,000		$ 444,000	444,000	$ 98,000
Revaluation of the fair value of warrants								346,000
Money Market Funds
Cash and marketable securities held in trust account	$ 414,275,432				575		575	575
US Treasury Securities
Cash and marketable securities held in trust account					$ 414,232,051		$ 414,232,051	$ 414,232,051

Summary of Significant Accounting Policies - Basic and Diluted Net Income (Loss) (Detail) - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended	8 Months Ended	11 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$ 0	$ (47,151)					$ (228,281)
Denominator: Weighted Average Redeemable Class A Common Stock
Basic and diluted net income per share, Class A			$ (0.11)	$ (0.45)	$ (0.45)	$ (0.55)	$ (2.64)
Numerator: Net Loss minus Redeemable Net Earnings
Net income (loss)	$ (1,000)	10,361,129	$ (1,054,714)	$ (4,608,798)	$ (4,609,798)	$ (5,664,512)	$ (27,235,908)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted			10,350,000	10,350,000	10,350,000	10,350,000	10,350,000
Basic and diluted net loss per share, Class B			$ (0.11)	$ (0.45)	$ (0.45)	$ (0.55)	$ (2.64)
Redeemable Common Stock Class A
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income		47,151					$ 228,281
Income and Franchise Tax		$ (47,151)					(190,398)
Net Earnings							$ 37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000					41,400,000
Numerator: Net Loss minus Redeemable Net Earnings
Lees: Redeemable Net Earnings							$ (37,883)
Common Class A
Denominator: Weighted Average Redeemable Class A Common Stock
Basic and diluted net income per share, Class A	$ 0	$ 0.00					$ 0
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted	0	41,400,000					41,400,000
Basic and diluted net loss per share, Class B	$ 0	$ 0.00					$ 0
Common Class B
Numerator: Earnings allocable to Redeemable Class A Common Stock
Net Earnings							$ 37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Basic and diluted net income per share, Class A	$ 0.00	$ 1.00					$ (2.64)
Numerator: Net Loss minus Redeemable Net Earnings
Net income (loss)	$ (1,000)	$ 10,361,129					$ (27,235,908)
Lees: Redeemable Net Earnings							(37,883)
Non-Redeemable Net Loss	$ (1,000)	$ 10,361,129					$ (27,273,791)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted	7,500,000	10,350,000					10,350,000
Basic and diluted net loss per share, Class B	$ 0.00	$ 1.00					$ (2.64)

Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
US Treasury Securities
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost		$ 414,228,281
Gross Holding Losses		4,345
Fair Value		414,232,626
US Treasury Securities \| Fair Value, Inputs, Level 1 [Member]
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost		414,228,281
Gross Holding Losses		4,345
Fair Value		$ 414,232,626
Money Market Funds \| Fair Value, Inputs, Level 1 [Member]
Schedule of Held-to-maturity Securities [Line Items]
Fair Value	$ 414,275,432

Commitments and Contingencies

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Commitments and Contingencies

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on June 8, 2020, the holders of the Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $8,280,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

Merger Agreement

On January 12, 2021, Hudson Executive Investment Corp. (“HEC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among HEC, Tailwind Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of HEC (“First Merger Sub”), Tailwind Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of HEC (“Second Merger Sub”) and GROOP Internet Platform, Inc., a Delaware corporation (“Talkspace”).

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, (i) First Merger Sub will merge with and into the Company with the Company being the surviving corporation in the merger (the “First Merger”) and (ii) Second Merger Sub will merge with and into the surviving corporation with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger:

(a)

All shares of common stock and preferred stock of the Company and all vested options exercisable for common stock of the Company, in each case, outstanding immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, a number of shares of common stock, par value $0.0001 per share, of HEC (“HEC Common Stock”) or a combination of shares of HEC Common Stock and cash, in each case, as adjusted pursuant to the Merger Agreement, which in the aggregate with the options to acquire common stock of the Company to be assumed by HEC in exchange for options to acquire HEC Common Stock, will equal to the Merger Consideration;

(b)

The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to

pre-closing

holders of the Company’s stock and vested options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions),

plus

(ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement (each as defined below),

minus

(iii) $250,000,000,

minus

(iv) the transaction expenses of the parties to the Merger Agreement;

(c)

The maximum number of shares of HEC Common Stock that may be issued to

pre-closing

holders of the Company’s stock and options, including HEC Common Shares underlying any assumed options, pursuant to the foregoing is equal to a number determined dividing (a) (i) the Merger Consideration

minus

(ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00

Additionally, on January 12, 2021, concurrently with the execution of the Merger Agreement, HEC entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 30,000,000 shares of HEC Common Stock for an aggregate purchase price equal to $300 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) the termination of the Merger Agreement in accordance with its terms, (ii) the mutual written agreement of the parties to such Subscription Agreement, (iii) the failure to satisfy any of the closing conditions set forth in such Subscription Agreements by the closing date, or (iv) the failure to close within seven months from the date of signing.

The parties to the Merger Agreement have made customary representations, warranties and covenants, including, among others, with respect to the conduct of the businesses of Talkspace and HEC during the period between execution of the Business Combination Agreement and the consummation of the Business Combination.

Legal Proceedings

On February 10, 2021, two purported shareholders of the Company filed actions against the Company and the members of the Company’s board relating to the Mergers. On March 10, 2021, the Company’s board received a stockholders demand letter against the Company and members of the Company’s board. In each case, the stockholders allege a variety of disclosure deficiencies in its proxy statement/prospectus and seek disclosures of additional information. The alleged omissions generally relate to (i) certain financial projections; (ii) certain valuation analyses performed by the Company and (iii) alleged conflicts of interest. Plaintiffs seek to enjoin the forthcoming shareholder vote on the Mergers unless and until the Company discloses the allegedly omitted material information summarized above. The plaintiffs also seek damages and attorneys’ fees.

The Company cannot predict the outcome of the lawsuits or demand letter or any others that might be filed subsequent to the date of the filing of its proxy statement/prospectus, nor can the Company predict the amount of time and expense that will be required to resolve the lawsuits and demand letter. The Company believes that the lawsuits and demand letter are without merit and intends to vigorously defend against them.

NOTE

. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

Registration Rights

Underwriting Agreement

Merger Agreement

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger:

(a)

(b)

The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to

pre-closing

plus

(ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement (each as defined below),

minus

(iii) $250,000,000,

minus

(iv) the transaction expenses of the parties to the Merger Agreement;

(c)

The maximum number of shares of HEC Common Stock that may be issued to

pre-closing

minus

(ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00

Legal Proceedings

On February 10, 2021, two purported shareholders of the Company filed actions against the Company and the members of the Company’s board relating to the Mergers. On March 10, 2021, the Company’s board received a shareholder demand letter against the Company and members of the Company’s board. In each case, the shareholders allege a variety of disclosure deficiencies in its proxy statement/prospectus and seek disclosures of additional information. The alleged omissions generally relate to (i) certain financial projections; (ii) certain valuation analyses performed by the Company and (iii) alleged conflicts of interest. Plaintiffs seek to enjoin the forthcoming shareholder vote on the Mergers unless and until the Company discloses the allegedly omitted material information summarized above. The plaintiffs also seek damages and attorneys’ fees.

Groop Internet Platform Inc [Member]

Commitments and Contingencies

NOTE 5:-

COMMITMENTS AND CONTINGENT LIABILITIES

Litigation:

From time to time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. It is the opinion of management the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Warranties and Indemnification

The Company’s arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

NOTE 6:

COMMITMENTS AND CONTINGENT LIABILITIES

Lease commitments:

The Company’s Israeli subsidiary leases its operating facilities under a

non-cancelable

operating lease agreement, which expires on July 31, 2021. Future minimum commitments under this lease as of December 31, 2020, is $16.

Rent expenses under the operating leases for the years ended December 31, 2020 and 2019 were $494 and $591, respectively.

Litigation:

Warranties and Indemnification

Net Loss Per Share Attributable To Common Stockholders (Tables)

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	Three Months Ended March 31,			For the Period from February 6, 2020 (Inception) Through March 31,
	2021			2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	47,151		$	—
Income and Franchise Tax		(47,151	)		—

Net Earnings	$	—		$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000			—
Basic and diluted net income per share, Class A	$	—		$	—
Non-Redeemable Class B Common Stock
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)		10,361,129			(1,000	)
Lees: Redeemable Net Earnings	$	—		$	—

Non-Redeemable Net Loss		10,361,129		$	(1,000	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000			7,500,000
Basic and diluted net loss per share, Class B	$	1.00		$	0.00

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


	For the Period From February 6, 2020 (inception) Through December 31, 2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	228,281
Income and Franchise Tax		(190,398	)

Net Earnings	$	37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		41,400,000
Basic and diluted net income per share, Class A	$	—

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(27,235,908	)
Lees: Redeemable Net Earnings		(37,883	)

Non-Redeemable Net Loss	$	(27,273,791	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		10,350,000
Basic and diluted net loss per share, Class B	$	(2.64	)

Groop Internet Platform Inc [Member]

Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three months ended March 31,
	2021		2020
Numerator:
Net loss	$	12,738	$	7,900

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		12,134,482		11,728,768

Net loss per share attributable to common stockholders, basic and diluted	$	1.05	$	0.67

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Year ended December 31,
	2020		2019
Numerator:
Net loss	$	22,370	$	29,086

Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		11,779,604		11,219,242

Net loss per share attributable to common stockholders, basic and diluted	$	1.9	$	2.59

Convertible Preferred Stock And Stockholders' Deficit (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Groop Internet Platform Inc [Member]

Summary of Convertible preferred stock

Convertible preferred stock consists of the following:


	March 31, 2021 and December 31, 2020
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,435,000		3,434,999	$	1,112	$	1,125
Seed-1		0.3036		7,812,250		7,812,248		2,340		2,372
Seed-2		0.3624		3,311,260		3,311,260		1,150		1,200
Series A		0.5842		16,014,920		16,014,920		9,316		9,356
Series B		1.0413		14,741,184		14,405,065		14,934		15,000
Series C		1.5839		19,761,349		19,761,349		31,226		31,300
Series D		2.7515		19,313,201		18,655,974		51,204		51,332

Total				84,389,164		83,395,815	$	111,282	$	111,685

Convertible preferred stock consists of the following:


	December 31, 2020 and 2019
	Issue Price		Shares Authorized		Shares Issued and Outstanding		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,435,000		3,434,999	$	1,112	$	1,125
Seed-1		0.3036		7,812,250		7,812,248		2,340		2,372
Seed-2		0.3624		3,311,260		3,311,260		1,150		1,200
Series A		0.5842		16,014,920		16,014,920		9,316		9,356
Series B		1.0413		14,741,184		14,405,065		14,934		15,000
Series C		1.5839		19,761,349		19,761,349		31,226		31,300
Series D		2.7515		19,313,201		18,655,974		51,204		51,332

Total				84,389,164		83,395,815	$	111,282	$	111,685