0001193125-22-070986 | POS AM | XBRL Viewer

Other comprehensive income (loss)

62,742

22,370

29,086

Comprehensive loss

$ 62,742

$ 22,370

$ 29,086

Net loss per share (1):

Basic and diluted net loss per share

^[1]

$ 0.72

$ 1.67

$ 2.29

Weighted average number of common shares used in computing basic and diluted net loss per share (1)

^[1]

86,775,948

13,359,350

12,721,426

[1]

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical)	1 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Common stock, conversion ratio	1.134140	1.134140

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)
$ in Thousands

Total

Convertible Preferred Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Beginning balance, shares at Dec. 31, 2018

73,424,071

Beginning balance, value at Dec. 31, 2018

$ 60,078

Beginning balance at Dec. 31, 2018

$ (54,214)

$ 1

$ 3,117

$ (57,332)

Beginning balance, shares at Dec. 31, 2018

11,713,491

Issuance of series D convertible preferred stock, net of issuance costs

^[1]

$ 51,204

Issuance of series D convertible preferred stock, shares

^[1]

21,158,479

Exercise of stock options

297

^[1]

1,510,181

Stock-based compensation

3,404

^[1]

Ending balance, shares at Dec. 31, 2019

(29,086)

^[1]

94,582,550

Ending balance, value at Dec. 31, 2019

^[1]

$ 111,282

Ending balance at Dec. 31, 2019

(79,599)

$ 1

6,818

^[1]

(86,418)

Ending balance, shares at Dec. 31, 2019

13,223,672

Exercise of stock options

^[1]

189,759

Stock-based compensation

2,977

$ 0

2,977

^[1]

Ending balance, shares at Dec. 31, 2020

(22,370)

^[2]

94,582,550

Ending balance, value at Dec. 31, 2020

^[1]

$ 111,282

Ending balance at Dec. 31, 2020

$ (98,898)

$ 1

9,889

^[1]

(108,788)

Ending balance, shares at Dec. 31, 2020

13,413,431

Exercise of stock options

$ 2,098

2,098

^[1]

Restricted stock units settled

3,627,103

^[3]

3,627,127

$ (491)

(491)

^[1]

Restricted stock units settled, shares

282,415

Stock-based compensation

27,405

^[1]

Issuance of warrants

125

^[1]

Common stock issued related to exercise of warrants

609

^[1]

Common stock issued related to exercise of warrants, shares

98,871

Acquisition of warrants

27,945

^[1]

Preferred stock conversion

111,282

$ (111,282)

^[1]

$ 10

111,272

^[1]

Preferred stock conversion, Share

(94,582,550)

^[1]

94,582,550

Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs

184,940

$ 4

184,936

^[1]

Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, shares

40,858,053

Ending balance, shares at Dec. 31, 2021

(62,742)

^[1]

Ending balance, value at Dec. 31, 2021

^[1]

$ 0

Ending balance at Dec. 31, 2021

$ 192,273

$ 15

$ 363,788

^[1]

$ (171,530)

Ending balance, shares at Dec. 31, 2021

152,862,447

[1]	Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.
[2]	Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.
[3]	Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical)	1 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Statement of Stockholders' Equity [Abstract]
Common stock, conversion ratio	1.134140	1.134140

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ 62,742	$ 22,370	$ 29,086
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,973	379	59
Amortization of debt issuance costs	175	0	0
Warrant issuance cost and change in fair value	(31,784)	0	0
Stock-based compensation	27,405	2,977	3,404
Decrease (increase) in accounts receivable	402	(5,017)	(840)
Increase in other current assets	(8,053)	(695)	(216)
Increase in accounts payable	503	2,561	3,277
Increase in deferred revenues	2,014	2,028	1,193
Increase in accrued expenses and other current liabilities	4,396	4,962	1,017
Net cash used in operating activities	(65,711)	(15,175)	(21,192)
Cash flows from investing activities:
Purchase of property and equipment	(663)	(126)	(138)
Acquisition of business	0	(10,685)	0
Purchase of an intangible asset	0	(939)	0
Proceeds from restricted long-term bank deposit	0	447	0
Net cash used in investing activities	(663)	(11,303)	(138)
Cash flows from financing activities:
Proceeds from reverse capitalization, net of transaction costs	249,334	0	0
Proceeds from issuance of convertible preferred stock, net	0	0	51,204
Proceeds from borrowings	6,000	0	0
Repayment of borrowings	(6,000)	0	0
Payment of debt issuance costs	(50)	0	0
Proceeds from exercise of stock options	2,098	94	297
Net cash provided by financing activities	251,382	94	51,501
Net increase (decrease) in cash and cash equivalents	185,008	(26,384)	30,171
Cash and cash equivalents at the beginning of the year	13,248	39,632	9,461
Cash and cash equivalents at the end of the year	198,256	13,248	39,632
Supplemental cash flow data:
Cash paid during the year for interest	538	37	45
Non-cash financing activity:
Employee taxes withheld related to restricted stock units vested	491	0	0
Deferred issuance cost on credit	0	692	0
Conversion of preferred stock to common stock	$ 111,282	$ 0	$ 0

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Description Of Organisation And Business Operation [Abstract]
Description Of Organization And Business Operation Disclosure	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Talkspace, Inc. (together with its consolidated subsidiaries, the “Company” or “Talkspace”) is a leading behavioral healthcare company enabled by a purpose-built technology platform. Talkspace provides individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video. Talkspace was originally incorporated as Hudson Executive Investment Corp. (“HEC”), a special purpose acquisition company, in Delaware on October 30, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization or other similar business combination with one or more businesses or entities. On January 12, 2021, HEC, entered into an Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”), with Groop Internet Platform, Inc. (“Old Talkspace”), Tailwind Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”). On June 22, 2021, as contemplated by the Merger Agreement, First Merger Sub merged with and into Old Talkspace (the “First Merger”) with Old Talkspace surviving the First Merger, and immediately following the First Merger and as part of the same overall transaction as the First Merger, Old Talkspace merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC (the “Second Merger” and, together with the First Merger, the “Business Combination”). In connection with the Business Combination, HEC filed the Certificate of Incorporation and changed its name to “Talkspace, Inc.”. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details. COVID-19 The global pandemic associated with COVID-19 has caused major disruption to all aspects of the global economy and daily life, 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.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Basis of Presentation

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

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.

Consolidation

The consolidated financial statements include the accounts of Talkspace, Inc. and its subsidiaries. The Company consolidates all subsidiaries in which it has a controlling financial interest. Intercompany transactions and balances have been eliminated upon consolidation.

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.

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.

Operating Segments

The Company operates its business in a single segment and as one reporting unit, which is how its chief operating decision maker, the Company’s Interim Chief Executive Officer, reviews financial performance and allocates resources. The majority of the Company’s operations are based in the United States.

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.

Property and 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

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired.

ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually or between annual tests under certain circumstances and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value.

ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the

two-step

quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the

two-step

impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test.

Intangible Assets

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.

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. No impairment losses were recorded during the years ended December 31, 2021, 2020 or 2019.

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, health insurance organizations and employee assistance organizations. Subscription fees that derived from individuals are prepaid and recognized as services over the subscription period. Individuals may cancel their subscription at any time and will receive a

pro-rata

refund for the subscription price.

The Company contracts with enterprises to provide access to its therapist platform for their employees, primarily based on a

per-member-per-month

access fee model. Revenues from access fees are recognized ratably over the contractual term period. Contracts with enterprises are one or more years in length with the ability to provide 60 days advance notice prior to termination at each year mark during the term. On occasion and depending on the customer, the Company allows for an intra-year termination upon a

60-day

90-day

advance notice following the expiration of the contract’s first year.

The Company also contracts with health insurance and employee assistance (EAP) organizations to provide its therapy and psychiatry services to their eligible covered members. Revenue is recognized at a point in time, as virtual therapy or psychiatry session is rendered. Contracts with health insurance and EAP organizations include annual evergreen clauses and generally may be terminated by either party typically upon a minimum

30-day

advance notice.

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.

Deferred Revenue

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 statement of operations and comprehensive loss 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 obligations associated with the deferred revenue within the prospective fiscal year.

Cost of revenues

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

Operating expenses

Operating expenses consist of research and development, clinical operations, sales and marketing, and general and administrative expenses.

Research and development expenses

Research and development expenses include personnel and related expenses for software development and engineering, information technology infrastructure, security and privacy compliance and product development (inclusive of stock-based compensation for the Company’s research and development employees), third-party services and contractors related to research and development, information technology, software-related costs, and cost savings related to the application of research grant proceeds. Research grant proceeds for the years ending December 31, 2021 and 2020 were $1.2 million and $0.1 million, respectively. No research grant proceeds were received for the year ending December 31, 2019.

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 management of the Company’s network of therapists. Such costs consist of recruiting, credentialing, onboarding, training, performing ongoing quality assurance activities (inclusive of stock-based compensation for the Company’s clinical operations employees), costs of third-party services and contractors related to recruiting and training and software-related costs.

Sales and marketing expenses

Sales expenses consist primarily of employee-related expenses, including salaries, benefits, commissions, travel and stock-based compensation costs for the Company’s employees engaged in sales and account management.

Marketing expenses consist primarily of advertising and marketing expenses for consumer acquisition and engagement, as well as personnel costs, including salaries, benefits, bonuses, stock-based compensation expense for marketing employees and third-party services and contractors. Marketing expenses also include third-party software subscription services, third-party independent research, participation in trade shows, brand messaging and costs of communications materials that are produced for the Company’s clients to generate greater awareness and utilization of our platform among our health plan and enterprise clients.

Advertising costs are expensed when incurred and include all campaigns to the Company’s platform. For the years ended December 31, 2021, 2020 and 2019 advertising expenses were $69.3 million, $31.5 million and $18.9 million, respectively.

General and administrative expenses

General and administrative expenses consist primarily of personnel costs, including salaries, benefits, bonuses and stock-based compensation expense for the Company’s executive, finance, accounting, legal and human resources functions, as well as professional fees, occupancy costs, and other general overhead costs.

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.

Revenue Reserves

Revenue reserves relate primarily to allowances for balances which collection is uncertain and estimated refunds. Account receivables are recorded at the invoiced amount and amounts for which revenue has been recognized but

not invoiced, net of the impact from revenue reserves. Revenue reserves are based on the Company’s assessment of historical collection experience. The Company regularly reviews the adequacy of its reserve based on a combination of factors, including an assessment of the current customer’s aging balance, the nature of the balance and any receivables in dispute. The Company accrues for estimated refunds in the period in which the related revenue is recognized. Revenue reserves are recorded as a reduction against revenue when identified. Refer to Note 5, “Revenue Recognition” for further information.

No single customer represented 10% or more of total revenue during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, one customer represents 16.8% of the accounts receivable balance. As of December 31, 2020, one customer represented 26.6% of the accounts receivable balance. As of December 31, 2019, three customers represented 25.7%, 12.6% and 10.8% of the accounts receivable balance.

Stock-based compensation

The Company accounts for stock-based compensation in accordance with ASC 718,“Compensation-Stock Compensation”, which requires compensation expenses to be recognized in the consolidated statements of operations and comprehensive loss at grant date fair value over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur.

The fair value of restricted stock units is measured as the grant-date closing price of the Company’s common stock. The fair value of stock options is determined using the Black-Scholes-Merton option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements as adequate historical experience is not available to provide a reasonable estimate. Expected term is calculated based on the simplified method as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from U.S. Treasury

zero-coupon

bonds with an equivalent term. The Company has historically not paid dividends and have no foreseeable plans to pay dividends.

Determination of Fair Value of our Common Stock prior to the Business Combination

Due to the absence of an active market for our shares of common stock prior to the Business Combination, the grant-date fair market value of the common shares underlying stock options was historically determined by management with the assistance of third-party valuation specialists and approved by the Company’s board of directors. Because there was no public market for the Company’s common shares, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included 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.

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 prescribes the use of an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is

more-likely-than-not

that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying financial statements.

The Company follows the provisions in ASC 740 and the guidance related to accounting for uncertainty in income taxes. The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities. The Company is subject to U.S. federal and state and Israeli income taxes with varying statutes of limitations. The Company is not currently under examination by any income tax authority, nor has it been notified that an examination is contemplated. The Company is no longer subject to U.S. federal, state or local income tax examinations by the tax authorities for years before 2018. The Israel subsidiary tax assessments filed by the Company through the 2015 are considered closed; tax years after 2015 remain open to examination due to the carryover of net operating losses. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses.

As of December 31, 2021 and 2020 the Company did not record any provision for uncertain tax positions. The Company does not anticipate that the assessment will significantly increase or decrease within the next 12 months. No accrued interest or penalties were accrued as of December 31, 2021 and 2020.

Net 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. For the years ended December 31, 2020 and 2019, the Company considered 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 did not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the years ended December 31, 2020 and 2019 were 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 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.

Recently Issued Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU

2021-10,

Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. Retrospective application of the guidance is permitted. The amendments in this ASU are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and the adoption did not have a significant impact on its consolidated financial statements or related disclosures.

In May 2021, the FASB issued ASU

2021-04—Earnings

Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

ASU

2016-02,

“Leases” (Topic 842 )

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842). 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. The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients discussed below 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 December 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 consolidated financial statements or related disclosures.

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

NOTE 4. ACQUISITION

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

app-based

subscription for relationship and couple counseling for a total cash consideration of $10.7 million. In addition, the Company entered into a

non-competition

agreement for a total consideration of $0.9 million, which was recorded as an intangible asset and amortized over a period of 3.17 years.

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. 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 as follows:


(in thousands)	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 and comprehensive loss.

Acquisition

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Acquisition

NOTE 4. ACQUISITION

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

app-based

subscription for relationship and couple counseling for a total cash consideration of $10.7 million. In addition, the Company entered into a

non-competition

agreement for a total consideration of $0.9 million, which was recorded as an intangible asset and amortized over a period of 3.17 years.

Purchase price allocation

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


(in thousands)	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

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 and comprehensive loss.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 5. REVENUE RECOGNITION

The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists 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 generates revenues from the sale of monthly, quarterly,

bi-annual

and annual membership subscriptions to its therapy platform as well as supplementary a la carte offerings, payments from members and their respective insurance companies and annually contracted platform access fees from enterprise clients for the delivery of therapy services to their members or employees.

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


	For the Years Ended December 31,
(in thousands)	2021		2020		2019
Revenues from sales to unaffiliated customers:
Consumers	$	74,757	$	61,586	$	35,438
Commercial		38,914		14,604		2,740

Total	$	113,671	$	76,190	$	38,178

During the years ended December 31, 2021, 2020 and 2019, over 90% of the Company’s revenue was generated from customers located in the United States.

Accounts Receivable and Revenue Reserves

Revenue reserves are deducted from accounts receivable to present the net amount expected to be collected. As of December 31, 2021, revenue reserves mainly relate to allowances for accounts receivable balances from health insurance and EAP organizations. As of December 31, 2021, the balance of receivables related to these customers was $6.4 million and the revenue reserves against these receivables was $4.9 million, of this amount $1.1 million is related to aged balances prior to 2021.

The following table presents activity for revenue reserves for the years ended December 31, 2021 and 2020:


	For the Years Ended December 31,
(in thousands)	2021		2020
Beginning balance	$	824	$	—
Additions and other adjustments		4,094		824

Ending balance	$	4,918	$	824

Deferred Revenue

The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Total deferred revenue was $7.2 million and $5.2 million for the years ended December 31, 2021 and 2020, respectively. The Company recognizes deferred revenues as revenues in the statement of operations and comprehensive loss once performance obligations have been performed and satisfied. The Company expects to satisfy all performance obligations associated with the deferred revenue within one year or less.

Contract Costs

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Finite-Lived Intangible Assets, Net [Abstract]

Goodwill	12 Months Ended
Goodwill	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	NOTE 6. GOODWILL The Company has goodwill of $6.1 million as a result of its acquisition of Lasting on November 1, 2020, an app-based subscription for relationship and couple counseling. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s annual goodwill impairment test resulted in no impairment charges for the year ended December 31, 2021. No impairment test was performed for the year ended December 31, 2020 as the acquisition was completed in November 2020, as such no impairment charges were recognized for the year ended December 31, 2020.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Intangible Assets, Net

NOTE 7. INTANGIBLE ASSETS, NET

Intangible assets are comprised of the following:


	For the Years Ended December 31,
(in thousands)	2021		2020
Intangible assets with finite lives:
Acquired technology	$	3,201	$	3,201
Customer relationship		1,350		1,350
Non-Competition agreement		939		939

		5,490		5,490

Accumulated amortization:
Acquired technology		522		75
Customer relationship		1,186		170
Non-Competition agreement		346		50

		2,054		295

Intangible assets, net	$	3,436	$	5,195

Amortization expense for intangible assets was $1.8 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. Amortization related to intangible assets for acquired technology was included in cost of revenues and amortization related to intangible assets for customer relationships was included in sales and marketing expenses in the Company’s consolidated statement of operations and comprehensive loss for the periods presented.

Future amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2021 is as follows:


December 31,	In thousands
2022	$	907
2023		743
2024		446
2025		446
2026 and thereafter		894

	$	3,436

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 8. FAIR VALUE MEASUREMENT

The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the relatively short-term nature of the underlying assets. The Company’s Private Placement Warrants are carried at fair value with changes in fair value recognized in earnings each period.

The Private Placement Warrants acquired in connection with the consummation of the Business Combination are accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within financial income (expense), net in the consolidated statement of operations and comprehensive loss. The Private Placement Warrants were valued using the Black-Scholes-Merton 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 the Company’s common stock. The expected volatility of the Company’s common stock was estimated to be approximately 67.8% as of December 31, 2021. For the year ended December 31, 2021, the Company had gains related to the revaluation of the Private Placement Warrants of $36.0 million.

Prior to the Business Combination, Old Talkspace had issued warrants to purchase its common stock and its Series D preferred stock. In connection with the Business Combination, the warrants to purchase Old Talkspace’s common stock and its Series D preferred stock were exercised and converted into common shares of the Company during June 2021. As of December 31, 2020, there were 60,000 outstanding warrants to purchase the Old Talkspace’s common stock for a price of $0.44 per share and 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $2.75 per share. The inputs related to Old Talkspace’s share prices prior to the Business Combination 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. These inputs were considered to be a Level 3 measurement.

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


(in thousands)	Level		December 31, 2021		December 31, 2020
Liabilities:
Warrant liability — Private Placement Warrants		3	$	4,070	$	—
Warrant liability — warrants to purchase Old Talkspace’s preferred D shares		3		—		444

The following table presents the changes in the fair value of warrant liabilities during the year ended December 31, 2021:


(in thousands)	Private Placement			Old Talkspace Warrants
Balance at December 31, 2020	$	—		$	444
Acquired in Business Combination		32,399			—
Issued in connection with closing of the Forward Purchase Agreement		7,879			—
Change in value		(36,208	)		165
Converted into equity		—			(609	)

Balance at December 31, 2021	$	4,070		$	—

In connection with the consummation of the Business Combination, the Company also acquired Public Warrants from HEC and also issued equity warrants to certain consultants. The Company determined these warrants met

the criteria to be classified as equity in accordance with ASC

815-40.

The Company valued these warrants using the instrument’s publicly listed trading price on the date of acquisition or issuance, where applicable, and included in additional

paid-in

capital within stockholder’s deficit. This is considered to be a

non-recurring

Level 1 measurement due to the use of an observable market quote in an active market.

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

Commitments and Contingent Liabilities	12 Months Ended
Commitments and Contingent Liabilities	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingent Liabilities	NOTE 9. COMMITMENTS AND CONTINGENT LIABILITIES Lease commitments The Company does not currently have any leases with terms in excess of 12 months. Since terminating our prior office lease in New York City in August 2020, we currently have no permanent physical office space and the majority of our employees are working remotely. In August 2021, the Company entered into a temporary short-term co-working space agreement in New York City which expires in February 2022 and will not be renewed. We have limited operations outside the United States. As of December 31, 2021, we have one foreign subsidiary located in Israel which leases its operating facilities under a non-cancelable short-term operating lease agreement, which expired in July, 2021 and renews monthly on the first day of every month. 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. Rent expenses under these operating leases for the years ended December 31, 2021, 2020 and 2019 were $0.1 million, $0.5 million and $0.6 million, respectively. Litigation The Company is and may in the future be involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, currently, the Company believes that the likelihood of any material adverse impact on the Company’s consolidated results of operations, cash flows or our financial position for any such litigation or claims is remote. Regardless of the outcome, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors. Between January 7, 2022, and January 31, 2022, the Company and certain of its current and former officers and directors were named as defendants in two putative securities class action complaints in the United States District Court for the Southern District of New York (the “Securities Actions”): (1) Baron v. Talkspace et al., No. 22-cv-00163 (S.D.N.Y.) and (2) Valdez v. Talkspace et al., No. 22-cv-00840 (S.D.N.Y.). The Securities Actions both asserted violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder. The Valdez action asserted additional claims under sections 10(b) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Securities Actions generally relate to public disclosures and statements by the Company in connection with the Business Combination that plaintiffs allege contained material misstatements and omissions regarding the Company’s business, financial conditions, and growth prospects. The complaints seek, among other things, damages on behalf of all members of the proposed class. On February 10, 2021, two purported shareholders of HEC filed actions against HEC and the members of HEC’s board of directors relating to the Business Combination. In each case, the shareholders allege a variety of disclosure deficiencies in HEC’s 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 HEC; and (iii) alleged conflicts of interest. Plaintiffs sought to enjoin the shareholder vote on the Business Combination unless and until HEC disclosed the allegedly omitted material information summarized above. The plaintiffs also seek damages and attorneys’ fees. On June 29, 2021, one of the plaintiffs dismissed their complaint; the other remains pending. We cannot predict the outcome of the lawsuits, nor can we predict the amount of time and expense that will be required to resolve the lawsuits and demand letter. We believe that the lawsuits and demand letter are without merit and intends to vigorously defend against them. In addition to the foregoing, from time-to-time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. In 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. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. 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.

Borrowing Arrangements

12 Months Ended

Dec. 31, 2021

Borrowing Arrangements

NOTE 10. BORROWING ARRANGEMENTS

On March 15, 2021, Talkspace entered into a credit and security agreement (the “Credit Agreement”) by and among, Talkspace 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 $15.0 million, which was 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, the Borrower was provided with a credit line of up to $5.0 million, available for a period of two years from the effective date of the Credit Agreement. Under the Credit Agreement, Borrower was required to maintain certain covenants as detailed in the agreement. In May 2021, the Company borrowed $6.0 million under the Credit Agreement to provide for additional liquidity. This amount was repaid in June 2021. In June 2021, the Company terminated the Credit Agreement.

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 accordance with the terms of the Warrant, the Warrant was cancelled during June 2021.

During the year ended December 31, 2021, the Company recorded debt issuance costs of $0.2 million, which comprised of $0.1 million in upfront fees and $0.1 million for the issued warrant. These costs were fully amortized through the termination of the Credit Agreement.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Stockholders' Equity Note [Abstract]

Capital Stock

12 Months Ended

Dec. 31, 2021

Capital Stock

NOTE 11. CAPITAL STOCK

The Company’s authorized capital stock consists of (a) 1,000,000,000 shares of common stock, par value $0.0001 per share; and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2021, there were 152,862,447 shares of common stock issued and outstanding. As of December 31, 2021, there were no shares of preferred stock issued or outstanding.

Prior to the Business Combination, Old Talkspace’s convertible preferred stock consisted of the following:


	December 31, 2020
(in thousands except share and per share data)	Issue Price		Shares Authorized (1)		Shares Issued and Outstanding (1)		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,895,772		3,895,771	$	1,112	$	1,125
Seed-1		0.3036		8,860,187		8,860,185		2,340		2,372
Seed-2		0.3624		3,755,433		3,755,433		1,150		1,200
Series A		0.5842		18,163,165		18,163,165		9,316		9,356
Series B		1.0413		16,718,570		16,337,364		14,934		15,000
Series C		1.5839		22,412,141		22,412,141		31,226		31,300
Series D		2.7515		21,903,878		21,158,491		51,204		51,332

Total				95,709,146		94,582,550	$	111,282	$	111,685

(1)

Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.

The terms for the preferred stock provided that each share 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 $50.0 million 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.

As a result of the Business Combination, all of the shares of preferred stock were converted into common stock.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 12. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:


	As of December 31,
(in thousands)	2021			2020
Computer equipment and software	$	926		$	263
Less accumulated depreciation		(302	)		(88	)

Property and equipment, net	$	624		$	175

Depreciation expense, included in general and administrative expense in the consolidated statement of operations and comprehensive loss, was $0.2 million, $0.1 million and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 13. SHARE-BASED COMPENSATION

The Company adopted the 2014 Stock Incentive Plan (the “2014 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.

In connection with the closing of the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”) under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent. In connection with the effectiveness of the 2021 Plan, no further awards will be granted under the 2014 Plan. Employees, consultants and directors of the Company, and employees and consultants of its subsidiaries, are eligible to receive awards under the 2021 Plan.

The 2021 Plan is administered by the Company’s board of directors, which may delegate its duties and responsibilities to one or more committees of the Company’s directors and/or officers (referred to collectively as the “plan administrator”), subject to the limitations imposed under the 2021 Plan, Section 16 of the Securities Exchange Act of 1934, as amended, stock exchange rules and other applicable laws. The plan administrator has the authority to take all actions and make all determinations under the 2021 Plan, to interpret the 2021 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2021 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2021 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2021 Plan.

An aggregate of 15,875,574 shares of Talkspace common stock were available for issuance under the 2021 Plan. The maximum number of shares of Talkspace common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 100,000,000. The aggregate share limit under the 2021 Plan is subject to an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031 by a number of shares equal to the lesser of (i) a number equal to 5% of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as is determined by the Talkspace board of directors. As of December 31, 2021, the number of shares available under the 2021 Plan but not yet awarded, was 8,806,534.

In connection with the closing of the Business Combination, the Company also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) under which employees of Talkspace and its participating subsidiaries are provided with the opportunity to purchase Talkspace common stock at a discount through accumulated payroll deductions during successive offering periods.

The 2021 ESPP is administered by the compensation committee of the Company’s board of directors (referred to collectively as the “plan administrator”). The plan administrator has the authority to take all actions and make all determinations under the 2021 ESPP, to interpret the 2021 ESPP and to adopt, amend and repeal rules for the administration of the 2021 ESPP as it deems advisable.

As of December 31, 2021, an aggregate of 3,045,115 shares of Talkspace common stock were available for issuance under the 2021 ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as determined by the Talkspace board of directors. The maximum number of shares of Talkspace common stock that may be granted under the 2021 ESPP is 50,000,000.

All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations and comprehensive loss over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period).

Stock Options

Stock options issued under the Plans generally vest over a four-year period and are exercisable a maximum period of ten years. A summary of the Company’s stock option activity under the 2014 Plan and the 2021 Plan for the year ended December 31, 2021 is as follows:


	Year ended December 31, 2021 (1)
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (2) (in thousands)
Outstanding at beginning of year		20,525,332		$	0.71		6.76	$	153,934
Granted		7,983,650			6.05
Exercised		(3,627,103	)		0.58
Forfeited		(5,387,677	)		3.82

Outstanding at end of year		19,494,202		$	1.95		6.88	$	19,214

Exercisable at end of year		14,496,437		$	0.84		6.09	$	18,358

(1)

Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.

(2)	The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 4,459,905 and 515,313 options that are out of the money, respectively.

The weighted average grant-date fair value of stock options granted to employees during the years ended December 31, 2021 and 2020 was $3.81 and $1.92 per share, respectively.

The fair value for options granted for the years ended December 31, 2021, 2020 and 2019 was estimated on the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions:


	Years ended December 31,
	2021	2020	2019
Dividend yield (1)	0%	0%	0%
Expected volatility (2)	65.00%-75.23%	53.96%-66.55%	59.81%-64.61%
Risk-free interest rate (3)	0.66%-1.39%	0.25%-1.45%	1.59%-2.41%
Expected term (years) (4)	5.27-6.25	5.27-6.08	6.02-6.08

(1)	No dividends were paid during the years ending December 31, 2021, 2020 and 2019.

(2)

The 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, as adequate historical experience is not available to provide a reasonable estimate.

(3)	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.

(4)	The expected term of options granted is calculated using the simplified method for “plain vanilla” stock options awards.

As of December 31, 2021, there was $17.4 million of total unrecognized compensation cost related to

non-vested

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

During the year ended December 31, 2021, the Company issued 650,000 warrants with similar terms as the Public Warrants to certain consultants in connection with the Closing of the Business Combination. The Company recognized $0.9 million of expense in connection with these warrants.

Restricted Stock Units

The Company began issuing restricted stock units (“RSUs”) to certain employees and directors of the Company in the fourth quarter of 2021 under the 2021 plan. These RSUs typically vest over a four-year period. The following table summarizes the activity for restricted stock units for the year ended December 31, 2021:


	Year ended December 31, 2021
	Number of restricted stock units			Weighted average grant-date fair value
Nonvested at beginning of year		—		$	—
Granted		3,472,106			3.58
Vested		(512,686	)		3.58
Forfeited		(629,326	)		3.58

Nonvested at end of year		2,330,094		$	3.58

As of December 31, 2021, there was $8.2 million of total unrecognized compensation cost related to

non-vested

RSUs that are expected to be recognized over a period of up to 3.7 years.

The following table sets forth the total share-based compensation expense related to stock options and restricted stock units included in the respective components of operating expenses in the consolidated statement of operations and comprehensive loss:


	For the Years Ended December 31,
(in thousands)	2021		2020		2019
Research and development, net	$	3,102	$	229	$	768
Clinical Operations		1,711		102		401
Sales and Marketing		6,089		1,568		182
General and administrative		16,503		1,078		2,053

Total stock-based compensation expense	$	27,405	$	2,977	$	3,404

As discussed in Note 3, upon closing of the Business Combination, vested and unvested stock options of Old Talkspace were converted into Talkspace stock options using an exchange ratio of 1.134140. As a result of this modification, the Company recognized $15.2 million in additional share-based compensation expense during the year ended December 31, 2021. Additionally, the unrecognized compensation cost includes $1.5 million of expense related to the modification of unvested stock options in connection with the Business Combination. This cost will be recognized over the vesting period for the respective stock options.

On November 15, 2021, Oren Frank

(co-founder

and former Chief Executive Officer and Director) and Roni Frank

(co-founder

and former Head of Clinical Services and Director) resigned from the Company’s Board of Directors and from all other board, officer and fiduciary positions held with the Company, but agreed to continue to serve as strategic advisors to the Board of Directors for a period of up to six months. Per the terms of their respective Separation and Transition Agreements, Mr. Frank and Ms. Frank will each receive the severance benefits provided for under the Company’s Executive Severance Plan (except that, rather than receiving 12 and 6 months of COBRA reimbursement payments, respectively, Mr. and Ms. Frank will each receive 24 months of COBRA reimbursement payments). In addition, the Company paid

up-front

payments of $750,000 to each of Mr. and Ms. Frank as an additional separation payment in recognition of their contributions to the Company as founders and as additional consideration for their continued compliance with their restrictive covenants. All stock options held by Mr. Frank and Ms. Frank that were granted prior to the Business Combination accelerated vesting and will remain exercisable until June 1, 2024, and all stock options granted following the Business Combination were cancelled and forfeited. The vesting of restricted stock units granted after the Business Combination that would have otherwise vested through June 1, 2024 were accelerated and the remainder were cancelled and forfeited. The Company recognized $3.8 million in share-based compensation expense as a result of the modification of Mr. and Ms. Frank equity awards during the fourth quarter of 2021.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 14. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019:


	For the Years Ended December 31,
	2021		2020		2019
(in thousands except share and per share data)
Net loss	$	62,742	$	22,370	$	29,086
Weighted-average shares used to compute net loss per share, basic and diluted (1)		86,775,948		13,359,350		12,721,426

Net loss per share, basic and diluted	$	0.72	$	1.67	$	2.29

(1)	Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” for further details.

For the year ended December 31, 2021, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 19,494,861 stock options, 2,330,094 restricted stock units, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company’s common stock.

For the year ended December 31, 2020, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 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.

For the year ended December 31, 2019, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 83,395,815 shares of convertible preferred stock, 13,841,065 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

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

NOTE 15. TAXES ON INCOME

The Company and its subsidiaries file income tax returns in the U.S. federal, and various states and foreign jurisdictions. The Company assessed its uncertain tax positions and determined that it has no uncertain tax position at December 31, 2021.

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


	For the Years ended December 31,
(in thousands)	2021			2020			2019
Loss before income taxes	$	62,695		$	22,346		$	29,078
Statutory tax rate		21	%		21	%		21	%
Theoretical tax benefit		13,166			4,693			6,106
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit		2,500			1,125			1,508
Permanent differences		1,492			(586	)		(591	)
Valuation allowance		(17,111	)		(5,208	)		(7,015	)

Actual income taxes	$	47		$	24		$	8

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.

Loss (income) before taxes is attributable to the following tax jurisdictions:


	For the Years Ended December 31,
(in thousands)	2021			2020			2019
U.S. operations	$	62,902		$	22,415		$	29,127
Foreign operations		(207	)		(69	)		(49	)

	$	62,695		$	22,346		$	29,078

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:


	For the Years ended December 31,
(in thousands)	2021			2020
Net deferred tax assets:
Net operating loss carryforwards	$	49,906		$	25,778
Stock based compensation		3,150			318
Fixed assets		340			45
Other		45			818

Total gross deferred tax assets, net		53,441			26,959

Valuation allowance		(44,186	)		(27,075	)
Net deferred tax assets
Deferred tax liabilities (long term):
Warrants		(9,255	)		116

Net deferred tax assets	$	—		$	—

Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. A valuation allowance is provided for deferred tax assets when it is “more likely than not” that some portion of the deferred tax asset will not be realized. Because of the Company’s recent history of operating losses, management believes the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, has provided a full valuation allowance. A valuation allowance has been recorded for the net deferred tax assets at December 31, 2021 and 2020.

The Company maintains a full valuation allowance on its net deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. Management considered the Company’s cumulative loss in recent years and forecasted losses in the near term as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, management determined that the negative evidence outweighed the positive evidence and that a full valuation allowance on the net deferred tax assets will be maintained. Management will continue to assess the realizability of our deferred tax assets going forward and will adjust the valuation allowance as needed. The Company’s valuation allowance increased by $17.1 million during the year ended December 31, 2021 primarily due to increases in its net operating loss carryforwards.

At December 31, 2021, the Company has federal and state net operating loss carryovers (“NOL”) of approximately $194.0 million and $180.6 million, respectively, which are available to reduce future taxable income. The NOL carryforwards begin to expire in 2032 and may become subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under I.R.C. Section 382. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or future tax liabilities. The federal losses generated from 2018 onward do not expire.

The Company files income tax returns in the United States and Israel. The Company is not currently under examination by any income tax authority, nor has it been notified that an examination is contemplated. The Company is no longer subject to U.S. federal, state or local income tax examinations by the tax authorities for years before 2018. The Israel subsidiary tax assessments filed by the Company through the 2015 are considered closed.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Abstract

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Employee Benefit Plan	NOTE 16. 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 $0.5 million, $0.3 million and $0.3 million during the years ended December 31, 2021, 2020 and 2019, respectively.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Accrued Expenses and Other Current Liabilities

NOTE 17. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities are comprised of the following:


	For the Years Ended December 31,
(in thousands)	2021		2020
Employee compensation	$	5,988	$	2,715
User acquisition		2,680		1,290
Professional fees		1,303		2,020
Other		2,591		1,391

Accrued expenses and other current liabilities	$	12,562	$	7,416

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

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

Use of Estimates

Consolidation

Business Combinations

Business Combination

non-controlling

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.

Operating Segment

Operating Segments

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.

Property, Plant and Equipment

Property and equipment


	%
Computers		33
Electronic equipment		15

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired.

ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the

two-step

Intangible Assets

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

Revenue Recognition

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.

pro-rata

refund for the subscription price.

The Company contracts with enterprises to provide access to its therapist platform for their employees, primarily based on a

per-member-per-month

60-day

90-day

advance notice following the expiration of the contract’s first year.

30-day

advance notice.

Deferred Revenue

Cost of revenues

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

Operating expense

Operating expenses

Operating expenses consist of research and development, clinical operations, sales and marketing, and general and administrative expenses.

Research and development expenses

Clinical operations expenses

Sales and marketing expenses

General and administrative expenses

Concentration Risk 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.

Revenue Reserves

Shared-based compensation

Stock-based compensation

zero-coupon

bonds with an equivalent term. The Company has historically not paid dividends and have no foreseeable plans to pay dividends.

Determination of Fair Value of our Common Stock prior to the Business Combination

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 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 Tax

Income taxes

more-likely-than-not

Net loss per share

The Company computes net loss per share using the

two-class

method required for participating securities. The

two-class

pro-rata

basis assuming conversion of all convertible preferred shares into shares of common stock.

if-converted

Recently Issued and Adopted

Recently Issued Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU

2021-10,

In May 2021, the FASB issued ASU

2021-04—Earnings

Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Recently Adopted Accounting Pronouncements

ASU

2016-02,

“Leases” (Topic 842 )

In February 2016, the FASB issued ASU

2016-02,

right-to-use

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 consolidated financial statements or related disclosures.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule Of Depreciation Of Property Plant Equipment


	%
Computers		33
Electronic equipment		15

Acquisition (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Summary of Purchase Price Allocation

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


(in thousands)	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

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue by Revenue Source

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


	For the Years Ended December 31,
(in thousands)	2021		2020		2019
Revenues from sales to unaffiliated customers:
Consumers	$	74,757	$	61,586	$	35,438
Commercial		38,914		14,604		2,740

Total	$	113,671	$	76,190	$	38,178

During the years ended December 31, 2021, 2020 and 2019, over 90% of the Company’s revenue was generated from customers located in the United States.

Schedule of Allowance for Credit Losses

The following table presents activity for revenue reserves for the years ended December 31, 2021 and 2020:


	For the Years Ended December 31,
(in thousands)	2021		2020
Beginning balance	$	824	$	—
Additions and other adjustments		4,094		824

Ending balance	$	4,918	$	824

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Finite-Lived Intangible Assets, Net [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets are comprised of the following:


	For the Years Ended December 31,
(in thousands)	2021		2020
Intangible assets with finite lives:
Acquired technology	$	3,201	$	3,201
Customer relationship		1,350		1,350
Non-Competition agreement		939		939

		5,490		5,490

Accumulated amortization:
Acquired technology		522		75
Customer relationship		1,186		170
Non-Competition agreement		346		50

		2,054		295

Intangible assets, net	$	3,436	$	5,195

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2021 is as follows:


December 31,	In thousands
2022	$	907
2023		743
2024		446
2025		446
2026 and thereafter		894

	$	3,436

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements


(in thousands)	Level		December 31, 2021		December 31, 2020
Liabilities:
Warrant liability — Private Placement Warrants		3	$	4,070	$	—
Warrant liability — warrants to purchase Old Talkspace’s preferred D shares		3		—		444

Summary of warrants

The following table presents the changes in the fair value of warrant liabilities during the year ended December 31, 2021:


(in thousands)	Private Placement			Old Talkspace Warrants
Balance at December 31, 2020	$	—		$	444
Acquired in Business Combination		32,399			—
Issued in connection with closing of the Forward Purchase Agreement		7,879			—
Change in value		(36,208	)		165
Converted into equity		—			(609	)

Balance at December 31, 2021	$	4,070		$	—

Capital Stock (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Summary of Convertible preferred stock

Prior to the Business Combination, Old Talkspace’s convertible preferred stock consisted of the following:


	December 31, 2020
(in thousands except share and per share data)	Issue Price		Shares Authorized (1)		Shares Issued and Outstanding (1)		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,895,772		3,895,771	$	1,112	$	1,125
Seed-1		0.3036		8,860,187		8,860,185		2,340		2,372
Seed-2		0.3624		3,755,433		3,755,433		1,150		1,200
Series A		0.5842		18,163,165		18,163,165		9,316		9,356
Series B		1.0413		16,718,570		16,337,364		14,934		15,000
Series C		1.5839		22,412,141		22,412,141		31,226		31,300
Series D		2.7515		21,903,878		21,158,491		51,204		51,332

Total				95,709,146		94,582,550	$	111,282	$	111,685

(1)

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consist of the following:


	As of December 31,
(in thousands)	2021			2020
Computer equipment and software	$	926		$	263
Less accumulated depreciation		(302	)		(88	)

Property and equipment, net	$	624		$	175

Share-Based Compensation (Table)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity under 2014 Plan and 2021 Plan

A summary of the Company’s stock option activity under the 2014 Plan and the 2021 Plan for the year ended December 31, 2021 is as follows:


	Year ended December 31, 2021 (1)
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (2) (in thousands)
Outstanding at beginning of year		20,525,332		$	0.71		6.76	$	153,934
Granted		7,983,650			6.05
Exercised		(3,627,103	)		0.58
Forfeited		(5,387,677	)		3.82

Outstanding at end of year		19,494,202		$	1.95		6.88	$	19,214

Exercisable at end of year		14,496,437		$	0.84		6.09	$	18,358

(1)

(2)	The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 4,459,905 and 515,313 options that are out of the money, respectively.

Schedule of Fair Value of Option Granted Share-based Payment Award Stock Options Valuation Assumptions


	Years ended December 31,
	2021	2020	2019
Dividend yield (1)	0%	0%	0%
Expected volatility (2)	65.00%-75.23%	53.96%-66.55%	59.81%-64.61%
Risk-free interest rate (3)	0.66%-1.39%	0.25%-1.45%	1.59%-2.41%
Expected term (years) (4)	5.27-6.25	5.27-6.08	6.02-6.08

(1)	No dividends were paid during the years ending December 31, 2021, 2020 and 2019.

(2)

(3)	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.

(4)	The expected term of options granted is calculated using the simplified method for “plain vanilla” stock options awards.

Summary of Stock Option Activity Under Restricted Stock Units

The following table summarizes the activity for restricted stock units for the year ended December 31, 2021:


	Year ended December 31, 2021
	Number of restricted stock units			Weighted average grant-date fair value
Nonvested at beginning of year		—		$	—
Granted		3,472,106			3.58
Vested		(512,686	)		3.58
Forfeited		(629,326	)		3.58

Nonvested at end of year		2,330,094		$	3.58

As of December 31, 2021, there was $8.2 million of total unrecognized compensation cost related to

non-vested

RSUs that are expected to be recognized over a period of up to 3.7 years.

Summary of Stock-Based Compensation Expense


	For the Years Ended December 31,
(in thousands)	2021		2020		2019
Research and development, net	$	3,102	$	229	$	768
Clinical Operations		1,711		102		401
Sales and Marketing		6,089		1,568		182
General and administrative		16,503		1,078		2,053

Total stock-based compensation expense	$	27,405	$	2,977	$	3,404

As discussed in Note 3, upon closing of the Business Combination, vested and unvested stock options of Old Talkspace were converted into Talkspace stock options using an exchange ratio of 1.134140.

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019:


	For the Years Ended December 31,
	2021		2020		2019
(in thousands except share and per share data)
Net loss	$	62,742	$	22,370	$	29,086
Weighted-average shares used to compute net loss per share, basic and diluted (1)		86,775,948		13,359,350		12,721,426

Net loss per share, basic and diluted	$	0.72	$	1.67	$	2.29

(1)	Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” for further details.

Taxes on Income (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Summary of Deferred Tax Assets

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:


	For the Years ended December 31,
(in thousands)	2021			2020
Net deferred tax assets:
Net operating loss carryforwards	$	49,906		$	25,778
Stock based compensation		3,150			318
Fixed assets		340			45
Other		45			818

Total gross deferred tax assets, net		53,441			26,959

Valuation allowance		(44,186	)		(27,075	)
Net deferred tax assets
Deferred tax liabilities (long term):
Warrants		(9,255	)		116

Net deferred tax assets	$	—		$	—

Summary of Income Before Income Taxes

Loss (income) before taxes is attributable to the following tax jurisdictions:


	For the Years Ended December 31,
(in thousands)	2021			2020			2019
U.S. operations	$	62,902		$	22,415		$	29,127
Foreign operations		(207	)		(69	)		(49	)

	$	62,695		$	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:


	For the Years ended December 31,
(in thousands)	2021			2020			2019
Loss before income taxes	$	62,695		$	22,346		$	29,078
Statutory tax rate		21	%		21	%		21	%
Theoretical tax benefit		13,166			4,693			6,106
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit		2,500			1,125			1,508
Permanent differences		1,492			(586	)		(591	)
Valuation allowance		(17,111	)		(5,208	)		(7,015	)

Actual income taxes	$	47		$	24		$	8

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Abstract

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities are comprised of the following:


	For the Years Ended December 31,
(in thousands)	2021		2020
Employee compensation	$	5,988	$	2,715
User acquisition		2,680		1,290
Professional fees		1,303		2,020
Other		2,591		1,391

Accrued expenses and other current liabilities	$	12,562	$	7,416

Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) SEGMENT	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Number of operating segments \| SEGMENT	1
Cash equivalents, Maturity terms	3 months
Impairment losses	$ 0	$ 0	$ 0
Provision for uncertain tax positions	0
Accrued interest or penalties	0
Advertising expense	$ 69,300	31,500	18,900
Contract description	The Company contracts with enterprises to provide access to its therapist platform for their employees, primarily based on a per-member-per-month access fee model. Revenues from access fees are recognized ratably over the contractual term period. Contracts with enterprises are one or more years in length with the ability to provide 60 days advance notice prior to termination at each year mark during the term. On occasion and depending on the customer, the Company allows for an intra-year termination upon a 60-day or 90-day advance notice following the expiration of the contract’s first year.
Research and Development Expense
Research grant proceeds	$ 1,200	$ 100	$ 0
Maximum [Member]
Recognition of incremental costs of obtaining contracts as expenses, Terms	12 months
Minimum [Member]
Notice Period (Advance)	30 days
Customer Concentration Risk [Member] \| No Customer [Member] \| Maximum [Member]
Concentration of credit risk percentage	10.00%	10.00%	10.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer One
Concentration of credit risk percentage	16.80%	26.60%	25.70%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer Two [Member]
Concentration of credit risk percentage			12.60%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer Three [Member]
Concentration of credit risk percentage			10.80%

Summary of Significant Accounting Policies - Summary Of Depreciation Of Property Plant Equipment (Detail)	12 Months Ended
	Dec. 31, 2021
Computer Equipment
Schedule Of Depreciation Of Property Plant Equipment [Line Items]
Property Plant And Equipment Annual Depreciation Rate	33.00%
Electronic Equipment
Schedule Of Depreciation Of Property Plant Equipment [Line Items]
Property Plant And Equipment Annual Depreciation Rate	15.00%

Business Combination - Additional Information (Detail) - USD ($)		12 Months Ended
	Jun. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021	Dec. 31, 2018
Business Acquisition [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Preferred stock, par value		$ 0.0001
Conversion Of Stock, Conversion Rate	$ 1.134140
Payments to Acquire Businesses, Gross		$ 0	$ 10,685,000	$ 0
Common stock, shares outstanding	152,255,736	152,862,447	13,413,431
Class of Warrant or Right, Outstanding	33,480,000
Common stock, shares authorized		1,000,000,000	129,397,278
Preferred stock, shares authorized		100,000,000
Conversion of Stock, Description	Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing 30 days after the closing of the Business Combination.
Warrants And Rights Outstanding Expiration Period	5 years
Redemption Trigger Share Price	$ 18.00
Class of Warrant or Right Minimum Notice Period For Redemption	30 days
Class of Warrant or Right Redemption Threshold Consecutive Trading Days	30 days
Warrant liabilities		$ 4,070,000
Public Warrants
Business Acquisition [Line Items]
Class of Warrant or Right, Outstanding	20,700,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Class of Warrant or Right Redemption Threshold Consecutive Trading Days	20 days
Proceeds from issuance of warrants		27,900,000
Private Placement Warrants
Business Acquisition [Line Items]
Class of Warrant or Right, Outstanding					10,280,000
Class of warrant or right issued during the period	2,500,000
Warrant liabilities		$ 4,100,000
Common Stock [Member]
Business Acquisition [Line Items]
Common stock, shares outstanding		152,862,447	13,413,431	13,223,672		11,713,491
Old Talkspace
Business Acquisition [Line Items]
Business Acquisition, Date of Acquisition Agreement		Jan. 12, 2021
Payments for Repurchase of Common Stock	$ 199,300
Conversion of Stock, Shares Converted	109,461,534
Converted Stock, Deemed Value Per Share					$ 10.00
Conversion of Stock, Shares Issued	91,473,779
Conversion of Stock, Shares Options	17,987,755
Conversion Of Stock, Conversion Rate	$ 1.134140
Old Talkspace \| Common Stock [Member]
Business Acquisition [Line Items]
Common stock, par value	$ 0.001
Old Talkspace \| Seed Preferred Stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Old Talkspace \| Seed One Convertible Preferred Stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Old Talkspace \| Seed Two Convertible Preferred Stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Old Talkspace \| Series A Preferred Stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Old Talkspace \| Series B Preferred Stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Old Talkspace \| Series C Preferred Stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Old Talkspace \| Preferred D stock
Business Acquisition [Line Items]
Preferred stock, par value					0.001
Talkspace \| Common Stock [Member]
Business Acquisition [Line Items]
Common stock, par value					$ 0.0001
Pipe Investors \| Subscription Agreement
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	30,000,000
Shares Issued, Price Per Share	$ 10.00
Payments to Acquire Businesses, Gross	$ 300,000.0
Hec Master Fund Lp \| Forward Contracts
Business Acquisition [Line Items]
Redemption Amount From Forward Purchase	25,000.0
Hec Master Fund Lp \| Forward Contracts \| Private Placement
Business Acquisition [Line Items]
Forward Purchase Amount	$ 25,000.0
Hec Master Fund Lp \| Common Class A
Business Acquisition [Line Items]
Redemption of Stock	25,968,043
Hec Master Fund Lp \| Common Class A \| Forward Contracts
Business Acquisition [Line Items]
Common stock, par value	$ 10.00
Forward Purchase Unit	2,500,000

Acquisition - Additional Information (Detail) $ in Thousands	Nov. 01, 2020 USD ($)
Total cash consideration	$ 10,685
Non-competition agreements [Member]
Total consideration	$ 900
Amortization period	3 years 2 months 1 day

Acquisition - Summary of Purchase Price Allocation (Detail) $ 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 (years)	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 (years)	1 year 3 months 29 days

Revenue Recognition - Schedule of Disaggregation of Revenue by Revenue Source (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues from sales to unaffiliated customers:
Total Revenue	$ 113,671	$ 76,190	$ 38,178
Consumer
Revenues from sales to unaffiliated customers:
Total Revenue	74,757	61,586	35,438
Commercial
Revenues from sales to unaffiliated customers:
Total Revenue	$ 38,914	$ 14,604	$ 2,740

Amount, excluding 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.

Reference 1: 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=123359005&loc=d3e8906-108599

Reference 2: 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=123359005&loc=d3e9031-108599

Reference 3: 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=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&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 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: 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=123351226&loc=SL49130543-203045

Reference 7: 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=123359005&loc=d3e8736-108599

Reference 8: 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=123359005&loc=d3e8736-108599

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=123359005&loc=d3e9054-108599

Reference 10: 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=123351226&loc=SL49130545-203045

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

Revenue Recognition - Schedule of Allowance for Credit Losses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Beginning balance	$ 824	$ 0
Additions and other adjustments	4,094	824
Ending balance	$ 4,918	$ 824

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Deferred Revenue	$ 7.2	$ 5.2
Minimum [Member] \| UNITED STATES
Disaggregation of Revenue [Line Items]
Percentage of Revenue Generated from Customers	90.00%	90.00%	90.00%
Health plans and EAP customers
Disaggregation of Revenue [Line Items]
Accounts Receivable	$ 6.4
Revenue Reserves	4.9
Aged Balances	$ 1.1

Goodwill - Additional Information (Detail)	12 Months Ended
Goodwill - Additional Information (Detail)	Dec. 31, 2021 USD ($) Unit	Dec. 31, 2020 USD ($)	Nov. 01, 2020 USD ($)
Goodwill [Line Items]
Goodwill	$ 6,134,000	$ 6,134,000
Number of Reporting Units \| Unit	1
Impairment charge of goodwill	$ 0	$ 0
App Based Subscription For Relationship And Couple Counseling
Goodwill [Line Items]
Goodwill			$ 6,100,000

Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Intangible assets with finite lives:
Acquired technology	$ 5,490	$ 5,490
Accumulated amortization:
Acquired technology	2,054	295
Intangible assets, net	3,436	5,195
Acquired technology [Member]
Intangible assets with finite lives:
Acquired technology	3,201	3,201
Accumulated amortization:
Acquired technology	522	75
Customer relationship [Member]
Intangible assets with finite lives:
Acquired technology	1,350	1,350
Accumulated amortization:
Acquired technology	1,186	170
Non-competition agreements [Member]
Intangible assets with finite lives:
Acquired technology	939	939
Accumulated amortization:
Acquired technology	$ 346	$ 50

Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
Amortization of Intangible Assets	$ 1.8	$ 0.3

Intangible Assets, Net - Summary of Future Amortization Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net [Abstract]
2022	$ 907
2023	743
2024	446
2025	446
2026 and thereafter	894
Intangible assets, net	$ 3,436	$ 5,195

Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021	Jun. 22, 2021	Dec. 31, 2020
Class of Warrant or Right, Outstanding			33,480,000
Private Placement Warrant [Member]
Expected volatility	67.80%
Class of Warrant or Right, Outstanding		10,280,000
Gains on Revaluation of Warrants	$ 36.0
Old Talkspace \| Common Stock
Class of Warrant or Right, Outstanding				60,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.44
Old Talkspace \| Preferred D stock
Class of Warrant or Right, Outstanding				50,881
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2.75

Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Private Placement Warrants
Liabilities:
Warrant liability – Private Placement Warrants	$ 4,070	$ 0
Preferred D stock
Liabilities:
Warrant liability – Private Placement Warrants	$ 0	$ 444

Fair Value Measurements - Summary of warrants (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Fair value as of beginning	$ 0
Acquired in Business Combination	32,399
Issued in connection with closing of the Forward Purchase Agreement	7,879
Change in value	(36,208)
Converted into equity
Fair value as of ending	4,070
Old Talkspace Warrants
Class Of Warrant Or Right [Line Items]
Fair value as of beginning	444
Acquired in Business Combination
Issued in connection with closing of the Forward Purchase Agreement
Change in value	165
Converted into equity	(609)
Fair value as of ending

Commitments and Contingencies - Contingencies (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Rental Expense	$ 0.1	$ 0.5	$ 0.6

Borrowing Arrangements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	Mar. 15, 2021	Jun. 30, 2021	Dec. 31, 2021	May 31, 2021
Credit And Security Agreement [Member]
Line Of Credit Facility [Line Items]
Debt Issuance Costs, Net			$ 0.2
Debt Instrument, Fee Amount			0.1
Fees Related To Issuance Of Warrant			$ 0.1
Credit And Security Agreement [Member] \| Term Loan [Member]
Line Of Credit Facility [Line Items]
Debt Instrument, Face Amount	$ 15.0
Credit And Security Agreement [Member] \| JPMorgan Chase Bank NA [Member] \| Term Loan [Member]
Line Of Credit Facility [Line Items]
Debt Instrument, Drawn Period	12 months
Debt Instrument, Payment Terms	The term loan will be required to be repaid within thirty-six months, beginning twelve months from the effective date of the Credit Agreement.
Credit Agreement [Member]
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 5.0
Amount Borrowed				$ 6.0
Amount Repaid		$ 6.0
Credit Agreement [Member] \| JPMorgan Chase Bank NA [Member]
Line Of Credit Facility [Line Items]
Class of warrant or right, number of securities called by warrants or rights	114,454
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01

Capital Stock - Summary of Convertible preferred stock (Details) - USD ($)
$ / shares in Units, $ in Thousands

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

^[1]

Dec. 31, 2018

^[1]

$ 0

$ 111,282

Seed

$ 0.3275

^[2]

3,895,772

^[2]

3,895,771

^[2]

3,895,771

$ 1,112

$ 1,125

Seed-1

$ 0.3036

^[2]

8,860,187

^[2]

8,860,185

^[2]

8,860,185

$ 2,340

$ 2,372

Seed-2

$ 0.3624

^[2]

3,755,433

^[2]

3,755,433

^[2]

3,755,433

$ 1,150

$ 1,200

Series A

$ 0.5842

^[2]

18,163,165

^[2]

18,163,165

^[2]

18,163,165

$ 9,316

$ 9,356

Series B

$ 1.0413

^[2]

16,718,570

^[2]

16,337,364

^[2]

16,337,364

$ 14,934

$ 15,000

Series C

$ 1.5839

^[2]

22,412,141

^[2]

22,412,141

^[2]

22,412,141

$ 31,226

$ 31,300

Series D

$ 2.7515

^[2]

21,903,878

^[2]

21,158,491

^[2]

21,158,491

$ 51,204

Convertible Preferred Stock

$ 51,332

^[2]

95,709,146

^[2]

94,582,550

^[1]

94,582,550

^[2]

94,582,550

73,424,071

$ 111,282

Share-based Payment Arrangement, Disclosure [Abstract]

$ 111,685

[1]	Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.
[2]	Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.

Capital Stock - Summary of Convertible preferred stock (Parenthetical) (Detail)	Jun. 22, 2021 $ / shares
Temporary Equity Disclosure [Abstract]
Conversion Of Stock, Conversion Rate	$ 1.134140

Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 22, 2021	Dec. 31, 2018
Class Of Stock [Line Items]
Preferred stock, par value	$ 0.0001
Preferred Stock, Shares Authorized	100,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	1,000,000,000	129,397,278
Common Stock, Shares, Issued	152,862,447	13,413,431
Common Stock, Shares, Outstanding	152,862,447	13,413,431		152,255,736
Underwritten public offering of convertible preferred stock	$ 0	$ 0	$ 51,204
Series D
Class Of Stock [Line Items]
Minimum percentage of firm commitment underwritten public offering approvel by stock holders		55.00%
Minimum Percentage Approval of conversion by stock holders in Deemed Liquidation Event		55.00%
Series C
Class Of Stock [Line Items]
Minimum Percentage Approval of conversion by stock holders in Deemed Liquidation Event		70.00%
Common Stock
Class Of Stock [Line Items]
Common Stock, Shares, Outstanding	152,862,447	13,413,431	13,223,672		11,713,491
Minimum [Member]
Class Of Stock [Line Items]
Underwritten public offering of convertible preferred stock		$ 50,000
Minimum [Member] \| Common Stock
Class Of Stock [Line Items]
Sale of stock, price per share \| $ / shares		$ 4.8151

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Computer equipment and software	$ 926	$ 263
Less accumulated depreciation	(302)	(88)
Property and equipment, net	$ 624	$ 175

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
General and Administrative Expense
Property Plant And Equipment [Line Items]
Depreciation	$ 0.2	$ 0.1	$ 0.1

Share-Based Compensation - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 15, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation cost, non-vested options	$ 17,400,000	$ 17,400,000
Additional unrecognized stock compensation expense related to modification of stock options as a result of the Business Combination		$ 1,500,000
Total unrecognized compensation cost non-vested options to be recognized, period		4 years
Warrants issue		650,000
Share based compensation expense		$ 27,405,000	$ 2,977,000	$ 3,404,000
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation, vesting period		4 years
Weighted average grant date fair value		$ 3.58
Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value		$ 3.81	$ 1.92
Total unrecognized compensation cost, non-vested options	$ 8,200,000	$ 8,200,000
Additional stock compensation expense related to modification of stock options as a result of the Business Combination		$ 15,200,000
Total unrecognized compensation cost non-vested options to be recognized, period		3 years 8 months 12 days
Conversion of Vested and Unvested Stock Options, Exchange Ratio	$ 1.134140	$ 1.134140
Number of shares excluded from aggregate intrinsic value of options outstanding		4,459,905	4,459,905
Number of Shares excluded from Options Exercisable Aggregate Intrinsic Value		515,313	515,313
Mr. and Ms. Frank [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense	$ 3,800,000
Up-front payments (Contributions as Founder)					$ 750,000
Separation and Transition Agreements Description		Oren Frank (co-founder and former Chief Executive Officer and Director) and Roni Frank (co-founder and former Head of Clinical Services and Director) resigned from the Company’s Board of Directors and from all other board, officer and fiduciary positions held with the Company, but agreed to continue to serve as strategic advisors to the Board of Directors for a period of up to six months. Per the terms of their respective Separation and Transition Agreements, Mr. Frank and Ms. Frank will each receive the severance benefits provided for under the Company’s Executive Severance Plan (except that, rather than receiving 12 and 6 months of COBRA reimbursement payments, respectively, Mr. and Ms. Frank will each receive 24 months of COBRA reimbursement payments).
Two Thousand And Twenty One Incentive Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares reserved for issuance	15,875,574	15,875,574
Number of Shares Available Under Share Based Compensation Plans Not Yet Awarded	8,806,534	8,806,534
Two Thousand And Twenty One Incentive Award Plan \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares to be issued in connection with stock option exercises under plan	100,000,000	100,000,000
Two Thousand And Twenty One Incentive Award Plan \| Common Stock \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum increase in annual amount number of common stock shares outstanding percentage		5.00%
Two Thousand And Twenty One Employee Stock Purchase Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum increase in annual amount number of common stock shares outstanding percentage		1.00%
Two Thousand And Twenty One Employee Stock Purchase Plan \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares reserved for issuance	3,045,115	3,045,115
Two Thousand And Twenty One Employee Stock Purchase Plan \| Common Stock \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares granted	50,000,000	50,000,000

Share-Based Compensation - Summary of Stock Option Activity under 2014 Plan and 2021 Plan (Detail) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Number of options, Outstanding at the beginning of the period

^[1]

20,525,332

Stock option award granted

^[1]

7,983,650

Number of options, Forfeited

^[1]

3,627,103

^[1]

5,387,677

Number of options, Outstanding at the end of the period

^[1]

19,494,202

20,525,332

Number of options, Exercisable at the end of the period

^[1]

14,496,437

Weighted average exercise price, Outstanding at the beginning of the period

^[1]

$ 0.71

Weighted average exercise price, Granted

^[1]

6.05

Weighted average exercise price, Exercised

^[1]

0.58

Weighted average exercise price, Forfeited

^[1]

3.82

Weighted average exercise price, Outstanding at the end of the period

^[1]

1.95

$ 0.71

Weighted average exercise price, Exercisable at the end of the period

^[1]

$ 0.84

Weighted average remaining contractual term (in years)

^[1]

6 years 10 months 17 days

6 years 9 months 3 days

Weighted average remaining contractual term (in years) Exercisable at the end of the period

^[1]

6 years 1 month 2 days

Aggregate intrinsic value, Outstanding

^[1],[2]

$ 19,214

$ 153,934

Aggregate intrinsic value, Exercisable at the end of the period

^[1],[2]

$ 18,358

[1]	Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination” in the notes to the consolidated financial statements for further details.
[2]	The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 4,459,905 and 515,313 options that are out of the money, respectively.

Share-Based Compensation - Summary of Stock Option Activity under 2014 Plan and 2021 Plan (Detail) (Parenthetical)	Jun. 22, 2021 $ / shares
Share-based Payment Arrangement, Disclosure [Abstract]
Conversion Of Stock, Conversion Rate	$ 1.134140

Share-Based Compensation - Summary of Fair Value of Option Granted Using Black-Scholes-Merton Option Pricing Model with Assumptions (Detail)

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Dividend yield

^[1]

0.00%

Expected volatility rate, minimum

^[2]

65.00%

53.96%

59.81%

Expected volatility rate, maximum

^[2]

75.23%

66.55%

64.61%

Risk free interest rate, minimum

^[3]

0.66%

0.25%

1.59%

Risk free interest rate, maximum

^[3]

1.39%

1.45%

2.41%

Minimum [Member]

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Expected term (years)

^[4]

5 years 3 months 7 days

6 years 7 days

Maximum [Member]

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Expected term (years)

^[4]

6 years 3 months

6 years 29 days

[1]	No dividends were paid during the years ending December 31, 2021, 2020 and 2019.
[2]	The 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, as adequate historical experience is not available to provide a reasonable estimate.
[3]	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.
[4]	The expected term of options granted is calculated using the simplified method for “plain vanilla” stock options awards.

Share-Based Compensation - Summary of Restricted Stock Units Activity (Detail)

12 Months Ended

Dec. 31, 2021

$ / shares

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Stock option award granted

7,983,650

^[1]

Restricted Stock Units (RSUs)

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Nonvested at beginning of year

Stock option award granted

3,472,106

Vested and settled

(512,686)

Forfeited

(629,326)

Nonvested at end of year

2,330,094

Weighted average fair value, beginning balance | $ / shares

Weighted average grant date fair value | $ / shares

3.58

Weighted average fair value vested | $ / shares

3.58

Weighted average fair value forfeited | $ / shares

3.58

Weighted average fair value, ending balance | $ / shares

$ 3.58

[1]

Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	$ 27,405	$ 2,977	$ 3,404
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	3,102	229	768
Clinical Operations
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	1,711	102	401
Selling and Marketing Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	6,089	1,568	182
General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	$ 16,503	$ 1,078	$ 2,053

Net Loss Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Earnings Per Share [Abstract]

Weighted-average shares used to compute net loss per share, basic and diluted

$ 62,742

$ 22,370

$ 29,086

^[1]

86,775,948

13,359,350

12,721,426

Net loss per share, basic and diluted

^[1]

$ 0.72

$ 1.67

$ 2.29

[1]

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

Reference 1: 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 2: 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=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: 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(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: 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(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: 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=124509347&loc=SL7669619-108580

Reference 25: 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=123359005&loc=d3e8924-108599

Reference 26: 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=124431687&loc=d3e22694-107794

Reference 27: 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=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: 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=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: 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=123359005&loc=d3e8906-108599

Reference 35: 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=123359005&loc=d3e8933-108599

Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 22, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Conversion Of Stock, Conversion Rate				$ 1.134140
Private Placement Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	12,780,000
Public Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	21,350,000
Warrants \| Common Stock
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
Warrants \| Series D
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
Share-based Payment Arrangement, Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	19,494,861	18,097,815	13,841,065
Restricted Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,330,094
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

Taxes on Income - Summary Of Reconciliation Of Effective Tax Rate And Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Loss before taxes on income	$ 62,695	$ 22,346	$ 29,078
Statutory tax rate	21.00%	21.00%	21.00%
Theoretical tax benefit	$ 13,166	$ 4,693	$ 6,106
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit	2,500	1,125	1,508
Permanent differences	(1,492)	(586)	(591)
Valuation Allowance	(17,111)	(5,208)	(7,015)
Actual income taxes	$ 47	$ 24	$ 8

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.

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=123359005&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=123359005&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=123359005&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=123384075&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=123359005&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=123367319&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=123359005&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

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

+ References + Details

Taxes on Income - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ 62,902	$ 22,415	$ 29,127
Foreign	(207)	(69)	(49)
Loss before taxes on income	$ 62,695	$ 22,346	$ 29,078