0000950170-24-030872 | 10-K | XBRL Viewer

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Intangible Assets, Net - Summary of Future Amortization Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net [Abstract]
2024	$ 446
2025	446
2026	446
2027	448
Intangible assets, net	$ 1,786	$ 2,529

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 at Dec. 31, 2020	$ (98,898)		$ 1	$ 9,889	$ (108,788)
Beginning balance, shares at Dec. 31, 2020		94,582,550
Beginning balance, value at Dec. 31, 2020		$ 111,282
Beginning balance, shares at Dec. 31, 2020			13,413,431
Exercise of stock options	2,098			2,098
Exercise of stock options, share			3,627,127
Restricted stock units settled	(491)			(491)
Restricted stock units settled, shares			282,415
Stock-based compensation	27,405			27,405
Issuance of warrants	125			125
Common stock issued related to exercise of warrants	609			609
Common stock issued related to exercise of warrants, shares			98,871
Acquisition of warrants	27,945			27,945
Preferred stock conversion	111,282	$ (111,282)	$ 10	111,272
Preferred stock conversion, Share		(94,582,550)	94,582,550
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs	184,940		$ 4	184,936
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, shares			40,858,053
Net loss	(62,742)				(62,742)
Ending balance at Dec. 31, 2021	192,273		$ 15	363,788	(171,530)
Ending balance, shares at Dec. 31, 2021			152,862,447
Exercise of stock options	3,181		$ 1	3,180
Exercise of stock options, share			5,331,634
Restricted stock units settled	(362)			(362)
Restricted stock units settled, shares			2,960,949
Stock-based compensation	12,116			12,116
Net loss	(79,672)				(79,672)
Ending balance at Dec. 31, 2022	$ 127,536		$ 16	378,722	(251,202)
Ending balance, shares at Dec. 31, 2022	161,155,030		161,155,030
Exercise of stock options	$ 2,707			2,707
Exercise of stock options, share	4,592,195		4,592,195
Restricted stock units settled	$ (810)			(810)
Restricted stock units settled, shares			2,681,631
Stock-based compensation	8,395			8,395
Net loss	(19,182)				(19,182)
Ending balance at Dec. 31, 2023	$ 118,646		$ 16	$ 389,014	$ (270,384)
Ending balance, shares at Dec. 31, 2023	168,428,856		168,428,856

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

NOTE 6. COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

In January 2022, the Company and certain of its current and former officers and directors were named as defendants in securities class action complaints filed in the United States District Court for the Southern District of New York under the case headings: (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.), which were subsequently consolidated under the caption In re Talkspace, Inc. Securities Litigation, No. 22-cv-00163 (S.D.N.Y) (the “Securities Action”). The Securities Action asserts violations of sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rules 10b-5 and 14a-9 promulgated thereunder. These actions generally relate to public disclosures and statements by the Company in connection with its merger with Hudson Executive Investment Corp. (“HEIC”).

In December 2022, the Company’s subsidiary Tailwind Merger Sub II, LLC, certain of the Company’s current and former directors and officers, and others were named as defendants in a putative class action complaint filed in the Delaware Court of Chancery under the case caption Valdez v. Braunstein, et al., C.A. No. 2022-1148 (Del. Ch.) (the “Delaware Action”).

The Delaware Action asserts claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty relating to the merger with HEIC, among other things, based on many of the same facts at issue in the Securities Action. The complaint seeks, among other things, damages on behalf of putative class members who did not redeem their shares in connection with the Company’s merger with HEIC.

In February 2023, the Company resolved the Securities Action and the Delaware Action through mediation. The settlement resolves these litigations with respect to all named defendants (the "Securities Settlement"). On June 30, 2023, the court entered an order preliminarily approving the Securities Settlement. On October 30, 2023, the court granted final approval to the Securities Settlement in all respects. The defendants have not admitted any liability or wrongdoing in connection with the Securities Settlement and have entered into the Securities Settlement solely to avoid the costs, risks, distraction, and uncertainties of continued litigation of the Securities Action and Delaware Action.

In June and July 2022, two individuals filed stockholder derivative lawsuits on behalf of Talkspace in the United States District Court for the Southern District of New York under the case captions: (1) Odsvall v. Oren Frank et al., No. 22-cv-05016 (S.D.N.Y.) and (2) Nayman v. Berg, et al., No. 22-cv-06258 (S.D.N.Y.), which were subsequently consolidated under the caption In re Talkspace Stockholder Derivative Litigation, No. 22-cv-05016 (S.D.N.Y.) in September 2022 (the “Derivative Action”). The Derivative Action named certain of the Company’s current and former officers and directors as defendants and the Company as a nominal defendant. The Derivative Action asserted claims for violations of federal securities laws, breach of fiduciary duty, and aiding and abetting breaches of fiduciary duty relating to the merger with HEIC, among other things, based on many of the same facts at issue in the Securities Action.

In February 2023 the parties reached an agreement in principle to resolve the Derivative Action with respect to all named defendants in exchange for certain changes to the Company’s Corporate Governance environment, including the declassification of the Company’s board of directors, creation of a management-level disclosure committee, enhancements to the responsibilities and duties of the Company’s Audit Committee, the addition of independent directors, enhancements to employee compliance training and retention of an internal controls consultant. The declassification of the Company's board of directors was put forth as a proposal at the Company's 2023 Annual Shareholder Meeting, but it wasn’t approved by the general shareholder vote. On May 18, 2023, the parties entered into a Stipulation of Settlement and Release Agreement (the “Stipulation”) that sets forth the terms and conditions for the proposed settlement and dismissal with prejudice of the Derivative Action (the “Derivative Settlement”). On June 30, 2023, the court entered an order preliminarily approving the Stipulation and proposed Derivative Settlement and scheduling a hearing for August 16, 2023 to determine whether to give final approval to the Derivative Settlement. On August 16, 2023, the court granted final approval to the Derivative Settlement in all respects. The defendants have not admitted any liability or wrongdoing in connection with the Derivative Settlement and have entered into the Derivative Settlement solely to avoid the costs, risks, distraction, and uncertainties of continued litigation of the Derivative Action.

In addition to the foregoing, the Company may in the future be involved in various legal proceedings, claims and litigation that arise in the normal course of business. The Company accrues for estimated loss contingencies related to legal matters when available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of that loss. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses or range of additional losses.

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.

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($) Age Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Number of operating segments \| Segment	1
Cash equivalents, Maturity terms	3 months
Goodwill impairment charge	$ 0	$ 6,134,000	$ 0
Provision for uncertain tax positions	0	0
Accrued interest or penalties	0	0
impairment charge	$ 0	$ 6,100,000	$ 0
Eligible age \| Age	21
Eligible employee's contribution	100.00%
Maximum
Eligible earnings	4.00%
Customer Concentration Risk [Member] \| No Customer [Member] \| Maximum
Concentration of credit risk percentage			10.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Maximum
Concentration of credit risk percentage	10.00%

Accrued Expenses and Other Current Liabilities - Schedule of Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expense and Other Current Liabilities [Abstract]
Litigation costs	$ 0	$ 5,500
Employee compensation	7,269	5,290
User acquisition	1,525	2,256
Professional fees	626	543
Other	3,048	2,913
Accrued expenses and other current liabilities	$ 12,468	$ 16,502

Capital Stock - Additional Information (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Preferred stock, par value	$ 0.0001
Preferred Stock, Shares Authorized	100,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5	$ 11.5
Public Warrant [Member]
Class Of Stock [Line Items]
Class of Warrant or Right, Outstanding	21,350,000	21,350,000
Private Placement Warrants
Class Of Stock [Line Items]
Class of Warrant or Right, Outstanding	12,780,000	12,780,000

Share-Based Compensation - Summary of Restricted Stock Units Activity (Detail)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted	1,293,045
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested at beginning of year	9,127,051
Granted	5,198,971
Vested	(3,190,804)
Forfeited	(2,150,391)
Nonvested at end of year	8,984,827
Weighted average fair value, beginning balance \| $ / shares	$ 1.46
Weighted average grant date fair value, granted \| $ / shares	1.13
Weighted average grant date fair value, vested \| $ / shares	1.4
Weighted average grant date fair value, forfeited \| $ / shares	1.42
Weighted average fair value, ending balance \| $ / shares	$ 1.3

Taxes on Income - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (19,576)	$ (79,788)	$ (62,902)
Foreign	612	370	207
Loss before taxes on income	$ (18,964)	$ (79,418)	$ (62,695)

- Definition

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

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+ Details

Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Intangible assets with finite lives:
Acquired technology	$ 5,490	$ 5,490
Accumulated amortization:
Acquired technology	3,704	2,961
Intangible assets, net	1,786	2,529
Acquired technology [Member]
Intangible assets with finite lives:
Acquired technology	3,201	3,201
Accumulated amortization:
Acquired technology	1,415	968
Customer relationship [Member]
Intangible assets with finite lives:
Acquired technology	1,350	1,350
Accumulated amortization:
Acquired technology	1,350	1,350
Non-competition agreements [Member]
Intangible assets with finite lives:
Acquired technology	939	939
Accumulated amortization:
Acquired technology	$ 939	$ 643

Variable Interest Entities - Assets and liabilities of the VIEs (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 123,908	$ 138,545
Accounts receivable, net	10,174	9,640
Total assets	142,221	156,254
LIABILITIES
Accrued expenses and other current liabilities	12,468	16,502
Variable Interest Entity [Member]
ASSETS
Cash and cash equivalents	167	883
Accounts receivable, net	4,031	1,716
Other Assets	11,493	4,813
Total assets	15,691	7,412
LIABILITIES
Accrued expenses and other current liabilities	2,831	3,758
Total Liabilities	$ 2,831	$ 3,758

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Taxes on Income -Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Limitations on Use	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
Increase in valuation allowance	$ 3.4
Operating Loss Carry forwards Percentage	50.00%
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 282.5
State [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 246.9

Net Loss Per Share - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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	12,780,000	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	21,350,000	21,350,000
Employee Stock Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	10,558,573	17,526,326	19,494,861
Restricted Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,984,827	9,127,051	2,330,094

Capital Stock

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Capital Stock

NOTE 7. 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, 2023 and 2022 there were 12,780,000 Private Placement Warrants and 21,350,000 Public Warrants to purchase the Company’s common stock at an exercise price of $11.50 per share. As of December 31, 2023 and 2022, no shares of preferred stock were issued or outstanding.

Borrowing Arrangements - Additional Information (Detail) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Line Of Credit Facility [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5	$ 11.5

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these consolidated financial statements include, but are not limited to, the recognition and disclosure of contingent liabilities, revenue recognition, stock-based compensation awards and the fair value of warrant liabilities. The Company bases its estimates on historical factors, current circumstances and the experience and judgment of management. The Company evaluates its assumptions on an ongoing basis. The Company's management believes that the estimates, judgments, and assumptions used are reasonable based on the information available at the time they are made. Estimates, by their nature, are based on judgment and available information, therefore, actual results could be materially different from these estimates.

Consolidation

The Company consolidates all subsidiaries in which it has a controlling financial interest, as well as any VIEs where the Company is deemed to be the primary beneficiary. Intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.

Financial statements in U.S. dollars

The majority of the Company’s operations are based in the United States. Most of the Company’s revenues and costs are denominated in United States dollars (“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 ASC 830, “Foreign Currency Matters”. These transactions were not material for the years ended December 31, 2023, 2022 and 2021.

Operating Segment

Operating Segments

The Company operates its business as a single segment and as one reporting unit, which is how the chief operating decision maker, the Company's Chief Executive Officer, reviews financial performance and allocates resources.

Cash and Cash Equivalents

Cash and cash equivalents

Cash equivalents are short-term, highly liquid investments that are readily convertible to cash, with original maturities of three months or less at the date acquired. The Company’s cash and cash equivalents generally consist of bank deposits and investments in money market funds.

The Company’s cash and cash equivalents are invested in major banks in the United States. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. The Company deposits may exceed federally insured limits, however 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.

Property, Plant and Equipment

Property and equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the average useful lives of the assets. The following table presents the average useful life used for the Company's fixed assets:


	Average Useful Life (years)
Computers and software		3
Furniture and equipment		5

Internal-use Software

In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platform. Software development activities generally consist of three stages (i) the preliminary project stage, (ii) the application development stage, and (iii) the post-implementation stage. Costs incurred in the preliminary project stage and post-implementation stage of software development, or maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application development stage are capitalized. The costs of significant upgrades and enhancements are capitalized, according to the criteria for each project stage discussed above, if it is probable that the expenditure will result in additional functionality. Additional functionality means that the software modifications enable the software to perform tasks that it previously was not capable of performing. Capitalized costs include employee-related costs, inclusive of non-cash stock compensation expense for employees who are directly associated with and who devote time to software projects. These costs are amortized on a straight-line basis over the estimated useful life of the software. Capitalized costs for internal-use software were immaterial for the years ending December 31, 2023 and 2022.

Leases

The Company accounts for its leases in accordance with ASC 842, "Leases". The right-of-use ("ROU") asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents an obligation to make payments based on the present value of lease payments over the lease term. The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease term includes options to extend or terminate the lease when it is reasonably certain these will be exercised.

The Company has elected not to record operating lease ROU assets and lease liabilities for leases with an initial term of 12 months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. The Company's lease assets and liabilities were immaterial as of December 31, 2023 and 2022.

Goodwill

Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized, and is tested for impairment at least on an annual basis. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill.

For the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $6.1 million. No impairment charges were incurred for the years ending December 31, 2023 and 2021.

Intangible Assets

Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis 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 cases where the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. See Note 4, "Intangible Assets, net" in the notes to the consolidated financial statements for further details.

Impairment of long-lived assets and intangible assets subject to amortization, including ROU lease asset

Property and equipment, intangible assets and ROU lease assets are reviewed for impairment in accordance with ASC 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 group may not be recoverable. If indicators are present, management performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying amount. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the asset, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges related to long-lived assets for the years ended December 31, 2023, 2022 or 2021.

Revenue Recognition

Revenue recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, 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 the Company will be entitled in exchange for the service rendered. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that is included in the transaction price. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Through its platform, Talkspace serves:

•

Health insurance plans and employee assistance programs (“Payor”) who offer their insured members access to the Company's platform at in-network reimbursement rates.

•

Direct-to-Enterprise clients (“DTE”) who offer their enterprise members access to the Company's platform while their enterprise is under an active contract with Talkspace.

•

Individual subscribers (“Consumer”) who subscribe directly to the Company's platform.

Payor

The Company contracts with health insurance plans and employee assistance programs to provide therapy and psychiatry services to their eligible covered members. Revenue is recognized at a point in time, as virtual therapy or psychiatry sessions are rendered. The transaction price is determined based on contracted rates and includes variable consideration in the form of implicit price concessions. The Company determines the total transaction price, including an estimate of variable consideration, at contract inception and reassesses this estimate at each reporting date. The Company estimates the amount of variable consideration that is included in the transaction price primarily based on actual historical collection experience for each Payor. Revenue is presented net of implicit price concessions. Contracts include annual evergreen clauses and generally may be terminated by either party typically upon a minimum 60-day advance notice.

DTE

The Company contracts with enterprises to provide access to the Company's therapist platform for their enterprise members, primarily based on a per-member-per-month access fee model. To the extent the transaction price includes variable consideration, revenue is recognized using the variable consideration allocation exception, or, if the allocation exception is not met, the Company recognizes revenue ratably based on estimates of the variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequent resolved. The majority of the contracts typically range in length from one to three years and are generally non-cancelable during the initial contractual term.

Consumer

The Company also generates revenues from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to the Company's therapy platform as well as supplementary a la carte offerings directly to individual consumers through a subscription plan. The Company recognizes consumer revenues ratably over the subscription period, beginning when therapy services commence. The Company recognizes revenues from supplementary a la carte offerings at a point in time, as virtual therapy sessions are rendered. Members may cancel their subscription at any time and will receive a pro-rata refund for the subscription price. The transaction price from member subscription revenue and supplementary a la carte offerings includes variable consideration in the form of refunds. Revenue is presented net of refunds. The Company estimates the refund liability for the variable consideration portion of the transaction price primarily based on historical experience. The refund liability is recorded within the “Accrued expenses and other current liabilities” line item in the consolidated balance sheets. The refund liability was immaterial as of December 31, 2023 and 2022.

Accounts Receivable

Accounts receivables are stated net of credit losses allowance. The Company is exposed to credit losses primarily through its contracts with Payor and DTE clients. The Company’s methodology for estimating credit loss is based on historical collection experience, customer creditworthiness, current and future economic condition and market condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Accounts receivables are written off after all reasonable means to collect the full amount have been exhausted. Credit losses were immaterial for the years ended December 31, 2023, 2022 and 2021.

Deferred Revenue

The Company records deferred revenues when cash payments from customers are received in advance of the Company's performance obligations to provide services. As of December 31, 2023, deferred revenue related mainly to Consumer subscriptions. The Company expects to satisfy the majority of its performance obligations associated with deferred revenue within one year or less.

Shared-based compensation

Stock-based compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation”. Compensation costs for share-based awards are measured at the fair value on the grant date and recognized as expense using the straight-line method for service-based awards over the requisite service period.

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 is the expected stock price volatility and the expected option term. Expected volatility is calculated based upon the Company's historical share price movements as well as similar traded companies’ historical share price movements as adequate historical experience is not available to provide a reasonable estimate based only on the Company's share price. 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 has no foreseeable plans to pay dividends.

The fair value of restricted stock units is measured as the grant-date closing price of the Company’s common stock.

The Company recognizes forfeitures of awards as they occur.

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 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.

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's matching contributions to participants’ accounts were immaterial for the years ended December 31, 2023, 2022 and 2021.

Fair Value of Financial Instruments

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 used to measure fair value to the extent that relevant observable inputs are not available. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity's own data, taking into account all information about market participant assumptions that is reasonably available.

Three levels of inputs may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". 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 consolidated financial statements.

The Company follows the provisions in ASC 740 and the guidance related to accounting for uncertainty in income taxes. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company's policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses.

The Company does not provide deferred tax liabilities when it intends to reinvest earnings of a foreign subsidiary indefinitely or if distributed, no tax liability will be imposed. Undistributed earnings of a foreign subsidiary and unrecognized deferred tax liability related to such earnings are immaterial as of December 31, 2023.

As of December 31, 2023 and 2022 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, 2023 and 2022.

Net loss per share

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 and Adopted Accounting Pronouncements

Recently Issued and Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	$ 8,395	$ 12,116	$ 27,405
Research and development, net
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	2,463	2,550	3,102
Clinical Operations
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	455	549	1,711
Sales and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	1,722	3,090	6,089
General and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share based compensation expense	$ 3,755	$ 5,927	$ 16,503

Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, par value	$ 0.0001
Common stock, shares outstanding	168,428,856	161,155,030
Common stock, shares authorized	1,000,000,000	1,000,000,000
Preferred stock, shares authorized	100,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5	$ 11.5
Warrant liabilities	$ 1,842	$ 939
Common Stock [Member]
Business Acquisition [Line Items]
Common stock, shares outstanding	168,428,856	161,155,030	152,862,447	13,413,431

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2023

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. The Company offers convenient and affordable access to a fully credentialed network of highly qualified providers. Since its inception, the Company has connected millions of patients with licensed behavioral health providers across a wide and growing spectrum of care through virtual counseling, psychotherapy, and psychiatry.

Talkspace was originally incorporated as Hudson Executive Investment Corp. (“HEC”), a special purpose acquisition company, for the purpose of entering into a 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 Company refers to this transaction as the Business Combination. In connection with the Business Combination, HEC filed the Certificate of Incorporation and changed its name to “Talkspace, Inc.”

The Company's principal executive office is located in New York, NY. The Company's subsidiaries are Talkspace LLC and its wholly-owned subsidiary Talkspace Network LLC, and Groop Internet Platform LTD. In addition, the Company holds a variable interest in one professional association and eight professional corporations, which have been established pursuant to the requirements of their respective domestic jurisdiction governing the corporate practice of medicine. See Note 12, “Variable Interest Entities,” in the notes to the consolidated financial statements for further details.

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 3. REVENUE RECOGNITION

The following table presents the Company’s revenues from sales to unaffiliated customers disaggregated by revenue source:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Revenues from sales to unaffiliated customers:
Payor	$	80,823	$	36,168	$	22,272
DTE		33,614		28,241	$	16,642
Consumer		35,608		55,158		74,757
Total	$	150,045	$	119,567	$	113,671

For the years ended December 31, 2023, 2022 and 2021, the majority of the Company’s revenues were generated from customers located in the United States.

For the year ended December 31, 2023, two customers represented 10% or more of total revenue. For the year ended December 31, 2022, two customers represented 10% or more of total revenue. No single customer represented 10% or more of total revenue for the year ended December 31, 2021.

Accounts Receivable

The Company had receivables related to revenue from DTE clients of $7.8 million and $7.4 million at December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and 2022, the balance of receivables related to revenue from Payor clients was $2.4 million and $2.2 million, respectively.

As of December 31, 2023, no single customer represented 10% or more of the accounts receivable balance. As of December 31, 2022, one customer represented 10% of the accounts receivable balance.

Deferred Revenue

For the year ended December 31, 2023 and 2022, the Company recognized revenues of $2.8 million and $6.2 million, respectively, that were included in deferred revenues at the beginning of the year. As of December 31, 2023, deferred revenue mainly related to the Company’s Consumer subscription business.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Class of Warrant or Right [Table]

Schedule of Determining the Fair Value Assumptions of Private Placement Warrants

The fair value for options granted for the years ended December 31, 2023, 2022 and 2021 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,
	2023	2022	2021
Dividend yield (1)	0%	0%	0%
Expected volatility (2)	58.63% - 68.40%	66.80%-86.13%	65.00%-75.23%
Risk-free interest rate (3)	3.70%-4.22%	1.76%-4.11%	0.66%-1.39%
Expected term (years) (4)	5.23 - 6.25	5.07-6.25	5.27-6.25

(1)

No dividends were paid during the years ending December 31, 2023, 2022 and 2021.

(2)

The expected volatility was calculated based upon historical stock price movements of the Company and 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 stock options granted is calculated using the simplified method for “plain vanilla” stock options awards.

Schedule of Assets and Liabilities, Recorded at Fair Value

Assets and Liabilities Measured at Fair Value

The Company's assets and liabilities, recorded at fair value on a recurring basis, as of December 31, 2023 and 2022, have been categorized based upon the fair value hierarchy as follows:


	Fair Value Measurements as of December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash	$	1,078	$	—	$	—	$	1,078
Cash equivalents
Money market funds		122,830		—		—		122,830
Total cash and cash equivalents	$	123,908	$	—	$	—	$	123,908
Liabilities
Private Placement Warrants		—		—		1,842		1,842
Total Warrant Liabilities	$	—	$	—	$	1,842	$	1,842

	Fair Value Measurements as of December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash	$	118,038	$	—	$	—	$	118,038
Cash equivalents
Money market funds		20,507		—		—		20,507
Total cash and cash equivalents	$	138,545	$	—	$	—	$	138,545
Liabilities
Private Placement Warrants		—		—		939		939
Total Warrant Liabilities	$	—	$	—	$	939	$	939

Private Placement Warrant [Member]

Class of Warrant or Right [Table]

Schedule of Determining the Fair Value Assumptions of Private Placement Warrants

The following were the inputs utilized in determining the fair value of the Private Placement Warrants as of December 31, 2023 and 2022:


	Years Ended December 31,
	2023	2022
Dividend yield (1)	0%	0%
Expected volatility (2)	61.10%	93.00%
Risk-free interest rate (3)	4.13%	4.17%
Time to maturity (years)	2.47	3.47

(1) No dividends were paid for the years ending December 31, 2023 and 2022.

(2) The expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date.

(3) The risk -free interest rate is based on the yield from U.S. Treasury bonds with an equivalent term to the time to maturity of the warrants.

Summary of Warrants

The following table presents changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2023 and 2022:


	Level 3 Liabilities
	Year Ended December 31, 2023
(in thousands)	Beginning Balance		Change in Fair Value			Ending Balance
Private Placement Warrants	$	939	$	903		$	1,842

	Level 3 Liabilities
	Year Ended December 31, 2022
(in thousands)	Beginning Balance		Change in fair Value			Ending Balance
Private Placement Warrants	$	4,070	$	(3,131	)	$	939

Summary of Significant Accounting Policies - Summary Of Depreciation Of Property Plant Equipment (Detail)	12 Months Ended
	Dec. 31, 2023
Computer Equipment
Schedule Of Depreciation Of Property Plant Equipment [Line Items]
Property Plant And Equipment Annual Depreciation Rate	3.00%
Electronic Equipment
Schedule Of Depreciation Of Property Plant Equipment [Line Items]
Property Plant And Equipment Annual Depreciation Rate	5.00%

Fair Value Measurements - Summary of warrants (Detail) - Private Placement Warrants - Level 3 [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class Of Warrant Or Right [Line Items]
Fair value as of beginning	$ 939	$ 4,070
Change in value	903	(3,131)
Fair value as of ending	$ 1,842	$ 939

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 9. 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, 2023, 2022 and 2021:


	Year Ended December 31,
(in thousands except share and per share data)	2023			2022			2021
Net loss	$	(19,182	)	$	(79,672	)	$	(62,742	)
Weighted-average shares used to compute net loss per share:
Basic and diluted		165,039,920			156,885,256			86,775,948
Net loss per share:
Basic and diluted	$	(0.12	)	$	(0.51	)	$	(0.72	)

For the year ended December 31, 2023, 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: 10,558,573 stock options, 8,984,827 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, 2022, 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: 17,526,326 stock options, 9,127,051 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, 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.

Fair Value Measurements - Schedule of Assets and Liabilities, Recorded at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Recurring [Member]
ASSETS
Cash	$ 1,078	$ 118,038
Money market funds	122,830	20,507
Total cash and cash equivalents	123,908	138,545
LIABILITIES
Total Warrant Liabilities	1,842	939
Fair Value, Recurring [Member] \| Private Placement Warrant [Member]
LIABILITIES
Total Warrant Liabilities	1,842	939
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
ASSETS
Cash	1,078	118,038
Money market funds	122,830	20,507
Total cash and cash equivalents	123,908	138,545
LIABILITIES
Total Warrant Liabilities	0	0
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member] \| Private Placement Warrant [Member]
LIABILITIES
Total Warrant Liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member]
ASSETS
Cash	0	0
Money market funds	0	0
Total cash and cash equivalents	0	0
LIABILITIES
Total Warrant Liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member] \| Private Placement Warrant [Member]
LIABILITIES
Total Warrant Liabilities	0	0
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrant [Member]
LIABILITIES
Total Warrant Liabilities	1,842	939	$ 4,070
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member]
ASSETS
Cash	0	0
Money market funds	0	0
Total cash and cash equivalents	0	0
LIABILITIES
Total Warrant Liabilities	1,842	939
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member] \| Private Placement Warrant [Member]
LIABILITIES
Total Warrant Liabilities	$ 1,842	$ 939

Variable Interest Entities (Additional Information) (Detail)	12 Months Ended
	Dec. 31, 2023
Recourse [Member]
Variable Interest Entity [Line Items]
Variable Interest Entity, Financial or Other Support, Reasons	The Company holds a variable interest in TPN and the PC entities. The Company evaluates whether an entity in which it has a variable interest is considered a VIE. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to direct the activities of the entity that most significantly impact the entity's economic performance through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity).

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 123,908	$ 138,545
Accounts receivable, net	10,174	9,640
Other current assets	5,718	4,372
Total current assets	139,800	152,557
Property and equipment, net	314	677
Intangible assets, net	1,786	2,529
Other long-term assets	321	491
Total assets	142,221	156,254
CURRENT LIABILITIES:
Accounts payable	6,111	6,461
Deferred revenues	3,069	4,355
Accrued expenses and other current liabilities	12,468	16,502
Total current liabilities	21,648	27,318
Warrant liabilities	1,842	939
Other long-term liabilities	85	461
Total liabilities	23,575	28,718
Commitments and contingencies (note 7)
STOCKHOLDERS' EQUITY:
Common stock of $0.0001 par value - Authorized: 1,000,000,000 shares at December 31, 2023 and 2022; Issued and outstanding: 168,428,856 and 161,155,030 shares at December 31, 2023 and 2022, respectively	16	16
Additional paid-in capital	389,014	378,722
Accumulated deficit	(270,384)	(251,202)
Total stockholders equity	118,646	127,536
Total liabilities and stockholders' equity	$ 142,221	$ 156,254

Taxes On Income

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Tax

NOTE 10. 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 positions at December 31, 2023.

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


	Year ended December 31,
(in thousands)	2023			2022			2021
Loss before income taxes	$	(18,964	)	$	(79,418	)	$	(62,695	)
Statutory tax rate		21	%		21	%		21	%
Federal taxes		(3,982	)		(16,678	)		(13,166	)
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit		276			(4,079	)		(2,500	)
Impairment of goodwill		—			1,288			—
Permanent differences		897			83			(1,492	)
Other Adjustments		(373	)		(6,669	)		94
Valuation allowance		3,400			26,309			17,111
Actual income taxes	$	218		$	254		$	47

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:


	Year Ended December 31,
(in thousands)	2023			2022			2021
U.S. operations	$	(19,576	)	$	(79,788	)	$	(62,902	)
Foreign operations		612			370			207
	$	(18,964	)	$	(79,418	)	$	(62,695	)

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


	As of December 31,
(in thousands)	2023			2022
Net deferred tax assets:
Net operating loss carryforwards	$	70,701		$	64,644
Stock based compensation		2,892			4,098
Fixed assets		378			375
Other		45			1,499
Total gross deferred tax assets, net		74,016			70,616
Valuation allowance		(74,016	)		(70,616	)
Net deferred tax assets
Deferred tax liabilities (long term):
Warrants		—			—
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, 2023 and 2022.

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 $3.4 million during the year ended December 31, 2023 primarily due to increases in its net operating loss carryforwards.

At December 31, 2023, the Company has federal and state net operating loss carryovers (“NOL”) of approximately $282.5 million and $246.9 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 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 2019. The Israel subsidiary tax assessments filed by the Company through the year 2017 are considered closed.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Finite-Lived Intangible Assets, Net [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets are comprised of the following:


	As of December 31,
(in thousands)	2023		2022
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		1,415		968
Customer relationship		1,350		1,350
Non-Competition agreement		939		643
		3,704		2,961
Intangible assets, net	$	1,786	$	2,529

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future amortization that will be charged to expense over the remaining life of the acquired technology intangible asset as of December 31, 2023 is as follows:


December 31,	In thousands
2024	$	446
2025		446
2026		446
2027		448
	$	1,786

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (19,182)	$ (79,672)	$ (62,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,196	1,357	1,973
Amortization of debt issuance costs	0	0	175
Stock-based compensation	8,395	12,116	27,405
Remeasurement of warrant liabilities	903	(3,131)	(31,784)
Impairment of goodwill	0	6,134	0
(Increase) decrease in accounts receivable	(534)	(4,126)	402
(Increase) decrease in other current assets	(1,346)	5,080	(8,053)
(Decrease) increase in accounts payable	(350)	(968)	503
(Decrease) increase in deferred revenues	(1,286)	(2,831)	2,014
(Decrease) increase in accrued expenses and other current liabilities	(4,034)	4,862	4,396
Other	(155)	102	0
Net cash used in operating activities	(16,393)	(61,077)	(65,711)
Cash flows from investing activities:
Purchase of property and equipment	(151)	(350)	(663)
Proceeds from sale of property and equipment	10	33	0
Net cash used in investing activities	(141)	(317)	(663)
Cash flows from financing activities:
(Payments) proceeds from reverse capitalization, net of transaction costs	0	(645)	249,334
Proceeds from exercise of stock options	2,707	3,181	2,098
Payments for employee taxes withheld related to vested stock-based awards	(810)	(853)	0
Proceeds from borrowings	0	0	6,000
Repayment of borrowings	0	0	(6,000)
Payment of debt issuance costs	0	0	(50)
Net cash provided by financing activities	1,897	1,683	251,382
Net (decrease) increase in cash and cash equivalents	(14,637)	(59,711)	185,008
Cash and cash equivalents at the beginning of the year	138,545	198,256	13,248
Cash and cash equivalents at the end of the year	123,908	138,545	198,256
Supplemental cash flow data:
Cash paid during the year for interest	0	68	538
Cash paid during the year for income taxes	219	122	0
Non-cash investing activity:
Lease liabilities arising from obtaining right-of-use assets	0	466	0
Non-cash financing activity:
Employee taxes withheld related to restricted stock units vested	0	0	491
Conversion of preferred stock to common stock	$ 0	$ 0	$ 111,282

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Revenues	$ 150,045	$ 119,567	$ 113,671
Cost of revenues	75,665	59,229	46,899
Gross profit	74,380	60,338	66,772
Operating expenses:
Research and development, net	17,571	21,659	15,919
Clinical operations, net	6,159	6,591	9,365
Sales and marketing	52,544	72,842	100,641
General and administrative	21,315	36,270	34,770
Impairment of goodwill	0	6,134	0
Total operating expenses	97,589	143,496	160,695
Operating loss	(23,209)	(83,158)	(93,923)
Financial (income), net	(4,245)	(3,740)	(31,228)
Loss before taxes on income	(18,964)	(79,418)	(62,695)
Taxes on income	218	254	47
Net loss	$ (19,182)	$ (79,672)	$ (62,742)
Net loss per share:
Earnings Per Share, Basic	$ (0.12)	$ (0.51)	$ (0.72)
Earnings Per Share, Diluted	$ (0.12)	$ (0.51)	$ (0.72)
Weighted average number of common shares used in computing basic net loss per share	165,039,920	156,885,256	86,775,948
Weighted average number of common shares used in computing diluted net loss per share	165,039,920	156,885,256	86,775,948

Revenue Recognition - Schedule of Disaggregation of Revenue by Revenue Source (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues from sales to unaffiliated customers:
Total Revenue	$ 150,045	$ 119,567	$ 113,671
Payor
Revenues from sales to unaffiliated customers:
Total Revenue	80,823	36,168	22,272
DTE
Revenues from sales to unaffiliated customers:
Total Revenue	33,614	28,241	16,642
Consumer
Revenues from sales to unaffiliated customers:
Total Revenue	$ 35,608	$ 55,158	$ 74,757

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

NOTE 13. SUBSEQUENT EVENT

Share Repurchase Program

On February 22, 2024, the Company announced that its Board of Directors has approved a share repurchase program which authorizes the repurchase of up to $15 million of the currently outstanding shares of the Company’s common stock over a period of twenty-four months beginning on March 1, 2024 (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase shares through various methods, including open market purchases and privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as price, market conditions, corporate and regulatory requirements, constraints specified in any Rule 10b5-1 trading plans, alternative investment opportunities and other business considerations.

The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and may be suspended or terminated at any time.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Basis of Presentation

Use of Estimates

Consolidation

Operating Segments

Financial statements in U.S. dollars

Cash and cash equivalents

Property and equipment, net


	Average Useful Life (years)
Computers and software		3
Furniture and equipment		5

Property and equipment, net was immaterial as of December 31, 2023 and 2022 and the related depreciation expense was immaterial for the years ended December 31, 2023, 2022 and 2021.

Internal-use Software

Leases

Goodwill

For the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $6.1 million. No impairment charges were incurred for the years ending December 31, 2023 and 2021.

Intangible Assets

Impairment of long-lived assets and intangible assets subject to amortization, including ROU lease asset

Revenue recognition

Through its platform, Talkspace serves:

•

Health insurance plans and employee assistance programs (“Payor”) who offer their insured members access to the Company's platform at in-network reimbursement rates.

•

Direct-to-Enterprise clients (“DTE”) who offer their enterprise members access to the Company's platform while their enterprise is under an active contract with Talkspace.

•

Individual subscribers (“Consumer”) who subscribe directly to the Company's platform.

Payor

DTE

Consumer

Accounts Receivable

Deferred Revenue

Stock-based compensation

The fair value of restricted stock units is measured as the grant-date closing price of the Company’s common stock.

The Company recognizes forfeitures of awards as they occur.

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

Employee Benefit Plan

Fair value of financial instruments

Three levels of inputs may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

Net loss per share

Recently Issued and Recently Adopted Accounting Pronouncements

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities Abstract

Accrued Expenses and Other Current Liabilities

NOTE 11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	As of December 31,
(in thousands)	2023		2022
Employee compensation	$	7,269	$	5,290
User acquisition		1,525		2,256
Professional fees		626		543
Litigation costs		—		5,500
Other		3,048		2,913
Accrued expenses and other current liabilities	$	12,468	$	16,502

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue by Revenue Source


	Year Ended December 31,
(in thousands)	2023		2022		2021
Revenues from sales to unaffiliated customers:
Payor	$	80,823	$	36,168	$	22,272
DTE		33,614		28,241	$	16,642
Consumer		35,608		55,158		74,757
Total	$	150,045	$	119,567	$	113,671

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, net	$ 314	$ 677

Subsequent Event (Additional Information) (Details) - Subsequent Event [Member] - Share Repurchase Program [Member] $ in Millions	Feb. 22, 2024 USD ($)
Subsequent Event [Line Items]
Stock Repurchase Program, Authorized Share Repurchase Amount	$ 15
Stock Repurchase Program, Duration	24 months
Repurchase Agreement, Date of Repurchase	Mar. 01, 2024

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 8. SHARE-BASED COMPENSATION

In June 2021, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”) under which the Company may grant cash and equity incentive awards to officers, employees, directors, consultants and service providers in order to attract, motivate and retain the talent. The 2021 Plan replaced the Company's previous stock compensation plan.

All stock-based awards are measured based on the grant date fair value and are recognized on a straight-line basis in the Company’s consolidated statement of operations over the requisite service period (generally requiring a four-year vesting period).

Stock Options

Stock options 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 for the year ended December 31, 2023 is as follows:


	Year Ended December 31, 2023
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (1) (in thousands)
Outstanding at beginning of year		16,876,326		$	2.03		7.26	$	1,135
Granted		1,293,045			1.21
Exercised		(4,592,195	)		0.59
Forfeited		(3,018,603	)		3.18
Outstanding at end of year (2)		10,558,573		$	2.23		7.18	$	11,774
Exercisable at end of year (2)		7,147,389		$	2.11		6.54	$	8,289

(1)

The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 2,514,361 and 1,643,117, respectively, of stock options that are out of the money.

(2)

Excludes 650,000 fully-vested stock options with an exercise price of $11.50 issued in June 2021 to a consultant.

The weighted average grant-date fair value of stock options granted to employees during the years ended December 31, 2023 was $0.74 per share ($0.88 and $3.81 per share for the years ended December 31, 2022 and 2021, respectively).


	Years Ended December 31,
	2023	2022	2021
Dividend yield (1)	0%	0%	0%
Expected volatility (2)	58.63% - 68.40%	66.80%-86.13%	65.00%-75.23%
Risk-free interest rate (3)	3.70%-4.22%	1.76%-4.11%	0.66%-1.39%
Expected term (years) (4)	5.23 - 6.25	5.07-6.25	5.27-6.25

(1)

No dividends were paid during the years ending December 31, 2023, 2022 and 2021.

(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 stock options granted is calculated using the simplified method for “plain vanilla” stock options awards.

As of December 31, 2023, there was $4.8 million of total unrecognized compensation cost related to non-vested stock options that are expected to be recognized over a period of up to 4.2 years.

Restricted Stock Units

Restricted Stock Units ("RSUs") typically vest over a four-year period. The following table summarizes the activity for RSUs for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Number of restricted stock units			Weighted average grant-date fair value
Nonvested at beginning of year		9,127,051		$	1.46
Granted		5,198,971		$	1.13
Vested		(3,190,804	)	$	1.40
Forfeited		(2,150,391	)	$	1.42
Nonvested at end of year		8,984,827		$	1.30

The total fair value of RSUs vested during the year ended December 31, 2023 was $5.0 million ($3.7 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively)

As of December 31, 2023, there was $11.0 million of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period of up to 4.2 years.

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Research and development, net	$	2,463	$	2,550	$	3,102
Clinical Operations, net		455		549		1,711
Sales and Marketing		1,722		3,090		6,089
General and administrative		3,755		5,927		16,503
Total stock-based compensation expense	$	8,395	$	12,116	$	27,405

The Company recognized $15.2 million in additional share-based compensation expense during the year ended December 31, 2021 as a result of the Business Combination. Additionally, the Company recognized $3.8 million in share-based compensation expense as a result of the modification of Mr. and Ms. Frank's equity awards during the year ended December 31, 2021, in connection with their departure from the Company.

Taxes on Income - Summary of Deferred Tax Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 70,701	$ 64,644
Stock based compensation	2,892	4,098
Fixed assets	378	375
Other	45	1,499
Total gross deferred tax assets, net	74,016	70,616
Valuation allowance	(74,016)	(70,616)
Warrants	0	0
Net deferred tax assets	$ 0	$ 0

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Accounts Receivable, net	$ 10,174	$ 9,640
Deferred Revenue	$ 800	$ 6,200
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Maximum [Member]
Disaggregation of Revenue [Line Items]
accounts receivable balance	10.00%
Customer Concentration Risk [Member] \| No Customer [Member] \| Maximum [Member]
Disaggregation of Revenue [Line Items]
accounts receivable balance			10.00%
Customer One [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Disaggregation of Revenue [Line Items]
accounts receivable balance		10.00%
Customer Two [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Maximum [Member]
Disaggregation of Revenue [Line Items]
accounts receivable balance	10.00%	10.00%
DTE \| Accounts Receivable [Member]
Disaggregation of Revenue [Line Items]
Accounts Receivable, net	$ 7,800	$ 7,400
Payor
Disaggregation of Revenue [Line Items]
Accounts Receivable, net	$ 2,400	$ 2,200

Taxes on Income - Summary Of Reconciliation Of Effective Tax Rate And Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Loss before income taxes	$ (18,964)	$ (79,418)	$ (62,695)
Statutory tax rate	21.00%	21.00%	21.00%
Federal taxes	$ (3,982)	$ (16,678)	$ (13,166)
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit	276	(4,079)	(2,500)
Impairment of goodwill	0	1,288	0
Permanent differences	897	83	(1,492)
Other Adjustments	(373)	(6,669)	94
Valuation Allowance	3,400	26,309	17,111
Actual income taxes	$ 218	$ 254	$ 47

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule Of Depreciation Of Property Plant Equipment


	Average Useful Life (years)
Computers and software		3
Furniture and equipment		5

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	168,428,856	161,155,030
Common stock, shares outstanding	168,428,856	161,155,030

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Mar. 12, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39314
Entity Registrant Name	TALKSPACE, INC.
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-4636604
Entity Address, Address Line One	622 Third Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
Entity Central Index Key	0001803901
City Area Code	212
Local Phone Number	284-7206
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 181.8
Entity Common Stock, Shares Outstanding		168,903,571
Documents Incorporated By Reference Text Block	DOCUMENTS INCORPORATED BY REFERENCE The Company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed by the Company pursuant to Regulation 14A is incorporated into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.
Auditor Firm Id	1281
Auditor Name	Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
Auditor Location	Tel-Aviv, Israel
Common Stock
Document Information [Line Items]
Security12b Title	Common stock, par value $0.0001 per share
Trading Symbol	TALK
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Security12b Title	Warrants to purchase common stock
Trading Symbol	TALKW
Security Exchange Name	NASDAQ

Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net [Abstract]
Amortization of Intangible Assets	$ 0.7	$ 0.9	$ 1.8

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 5. FAIR VALUE MEASUREMENT

The carrying value of the Company’s cash, cash equivalents, accounts receivable, other current assets, accounts payable, and accrued liabilities approximate fair value because of the relatively short-term nature of the underlying assets or liabilities. Money market funds are classified within Level 1 of the fair value hierarchy because these assets are valued based on quoted market prices in active markets.

The Company assumed Public Warrants as a result of the Business Combination 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 it in additional paid-in capital within stockholder’s equity. This is considered to be a non-recurring Level 1 measurement due to the use of an observable market quote in an active market.

In June 2021, the Company also assumed Private Placement Warrants which 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 were measured at fair value at inception and thereafter on a recurring, quarterly basis, with changes in fair value presented within financial (income), net, in the consolidated statement of operations. 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 implied volatility from trading prices of the Company's Public Warrants, significant increases (decreases) in this input in isolation would have resulted in a significantly higher (lower) fair value measurement.

The following were the inputs utilized in determining the fair value of the Private Placement Warrants as of December 31, 2023 and 2022:


	Years Ended December 31,
	2023	2022
Dividend yield (1)	0%	0%
Expected volatility (2)	61.10%	93.00%
Risk-free interest rate (3)	4.13%	4.17%
Time to maturity (years)	2.47	3.47

(1) No dividends were paid for the years ending December 31, 2023 and 2022.

(2) The expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date.

(3) The risk -free interest rate is based on the yield from U.S. Treasury bonds with an equivalent term to the time to maturity of the warrants.

Assets and Liabilities Measured at Fair Value

The Company's assets and liabilities, recorded at fair value on a recurring basis, as of December 31, 2023 and 2022, have been categorized based upon the fair value hierarchy as follows:


	Fair Value Measurements as of December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash	$	1,078	$	—	$	—	$	1,078
Cash equivalents
Money market funds		122,830		—		—		122,830
Total cash and cash equivalents	$	123,908	$	—	$	—	$	123,908
Liabilities
Private Placement Warrants		—		—		1,842		1,842
Total Warrant Liabilities	$	—	$	—	$	1,842	$	1,842

	Fair Value Measurements as of December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Cash	$	118,038	$	—	$	—	$	118,038
Cash equivalents
Money market funds		20,507		—		—		20,507
Total cash and cash equivalents	$	138,545	$	—	$	—	$	138,545
Liabilities
Private Placement Warrants		—		—		939		939
Total Warrant Liabilities	$	—	$	—	$	939	$	939

The following table presents changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2023 and 2022:


	Level 3 Liabilities
	Year Ended December 31, 2023
(in thousands)	Beginning Balance		Change in Fair Value			Ending Balance
Private Placement Warrants	$	939	$	903		$	1,842

	Level 3 Liabilities
	Year Ended December 31, 2022
(in thousands)	Beginning Balance		Change in fair Value			Ending Balance
Private Placement Warrants	$	4,070	$	(3,131	)	$	939

- Definition

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

+ References + Details

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Income Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (19,182)	$ (79,672)	$ (62,742)
Denominator:
Weighted average number of common shares used in computing basic net loss per share	165,039,920	156,885,256	86,775,948
Weighted average number of common shares used in computing diluted net loss per share	165,039,920	156,885,256	86,775,948
Net loss per share: Basic	$ (0.12)	$ (0.51)	$ (0.72)
Net loss per share: Diluted	$ (0.12)	$ (0.51)	$ (0.72)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

+ References

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+ Details

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
(in thousands except share and per share data)	2023			2022			2021
Net loss	$	(19,182	)	$	(79,672	)	$	(62,742	)
Weighted-average shares used to compute net loss per share:
Basic and diluted		165,039,920			156,885,256			86,775,948
Net loss per share:
Basic and diluted	$	(0.12	)	$	(0.51	)	$	(0.72	)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (19,182)	$ (79,672)	$ (62,742)

- Definition

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

+ References

+ Details

Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Finite-Lived Intangible Assets, Net [Abstract]

Intangible Assets, Net

NOTE 4. INTANGIBLE ASSETS, NET

Intangible assets are comprised of the following:


	As of December 31,
(in thousands)	2023		2022
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		1,415		968
Customer relationship		1,350		1,350
Non-Competition agreement		939		643
		3,704		2,961
Intangible assets, net	$	1,786	$	2,529

Amortization expense for intangible assets was $0.7 million for the year ended December 31, 2023 ($0.9 million and $1.8 million for the years ended December 31, 2022 and 2021, 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 for the periods presented.

Future amortization that will be charged to expense over the remaining life of the acquired technology intangible asset as of December 31, 2023 is as follows:


December 31,	In thousands
2024	$	446
2025		446
2026		446
2027		448
	$	1,786

Share-Based Compensation (Table)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity Under 2021 Plan

A summary of the Company’s stock option activity for the year ended December 31, 2023 is as follows:


	Year Ended December 31, 2023
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (1) (in thousands)
Outstanding at beginning of year		16,876,326		$	2.03		7.26	$	1,135
Granted		1,293,045			1.21
Exercised		(4,592,195	)		0.59
Forfeited		(3,018,603	)		3.18
Outstanding at end of year (2)		10,558,573		$	2.23		7.18	$	11,774
Exercisable at end of year (2)		7,147,389		$	2.11		6.54	$	8,289

(1)

(2)

Excludes 650,000 fully-vested stock options with an exercise price of $11.50 issued in June 2021 to a consultant.

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


	Years Ended December 31,
	2023	2022	2021
Dividend yield (1)	0%	0%	0%
Expected volatility (2)	58.63% - 68.40%	66.80%-86.13%	65.00%-75.23%
Risk-free interest rate (3)	3.70%-4.22%	1.76%-4.11%	0.66%-1.39%
Expected term (years) (4)	5.23 - 6.25	5.07-6.25	5.27-6.25

(1)

No dividends were paid during the years ending December 31, 2023, 2022 and 2021.

(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 stock 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 RSUs for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Number of restricted stock units			Weighted average grant-date fair value
Nonvested at beginning of year		9,127,051		$	1.46
Granted		5,198,971		$	1.13
Vested		(3,190,804	)	$	1.40
Forfeited		(2,150,391	)	$	1.42
Nonvested at end of year		8,984,827		$	1.30

Summary of Stock-Based Compensation Expense


	Year Ended December 31,
(in thousands)	2023		2022		2021
Research and development, net	$	2,463	$	2,550	$	3,102
Clinical Operations, net		455		549		1,711
Sales and Marketing		1,722		3,090		6,089
General and administrative		3,755		5,927		16,503
Total stock-based compensation expense	$	8,395	$	12,116	$	27,405

Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost, non-vested options	$ 4,800
Unrecognized compensation cost non-vested options to be recognized, period	4 years 2 months 12 days
Share based compensation expense	$ 8,395	$ 12,116	$ 27,405
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value	$ 1.13
Unrecognized compensation cost, non-vested options	$ 11,000
Unrecognized compensation cost non-vested options to be recognized, period	4 years 2 months 12 days
Share-based compensation, vesting period	4 years
Fair value of RSUs vested	$ 5,000	$ 3,700	$ 1,100
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value	$ 0.74	$ 0.88	$ 3.81
Additional stock compensation expense related to modification of stock options as a result of the Business Combination			$ 15,200
Mr. and Ms. Frank [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense			$ 3,800

Taxes on Income (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

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

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


	Year ended December 31,
(in thousands)	2023			2022			2021
Loss before income taxes	$	(18,964	)	$	(79,418	)	$	(62,695	)
Statutory tax rate		21	%		21	%		21	%
Federal taxes		(3,982	)		(16,678	)		(13,166	)
Increase (decrease) in effective tax rate due to:
State taxes, net of federal benefit		276			(4,079	)		(2,500	)
Impairment of goodwill		—			1,288			—
Permanent differences		897			83			(1,492	)
Other Adjustments		(373	)		(6,669	)		94
Valuation allowance		3,400			26,309			17,111
Actual income taxes	$	218		$	254		$	47

Summary of Income Before Income Taxes

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


	Year Ended December 31,
(in thousands)	2023			2022			2021
U.S. operations	$	(19,576	)	$	(79,788	)	$	(62,902	)
Foreign operations		612			370			207
	$	(18,964	)	$	(79,418	)	$	(62,695	)

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:


	As of December 31,
(in thousands)	2023			2022
Net deferred tax assets:
Net operating loss carryforwards	$	70,701		$	64,644
Stock based compensation		2,892			4,098
Fixed assets		378			375
Other		45			1,499
Total gross deferred tax assets, net		74,016			70,616
Valuation allowance		(74,016	)		(70,616	)
Net deferred tax assets
Deferred tax liabilities (long term):
Warrants		—			—
Net deferred tax assets	$	—		$	—

Variable Interest Entities

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entity Disclosure [Text Block]

NOTE 12. VARIABLE INTEREST ENTITIES ("VIEs")

In the second quarter of 2022, the Company completed a transition with respect to its relationship with its providers, transitioning to a structure whereby Talkspace LLC has entered into various agreements with a Texas professional association entity (Talkspace Provider Network, PA or “TPN”), which in turn contracts with our other affiliated professional entities ("PC entities"), physicians, therapists, and other licensed professionals for clinical and professional services provided to the Company's members. Talkspace LLC is party to various Management Services Agreements (“MSAs”) with TPN as well the PC entities as part of this transition. The Company believes the transition to a structure where it operates under various MSAs with professional associations and professional corporations authorized by state law to contract with affiliated professionals to delivery teletherapy services to its members, helps ensure the Company is able to comply with all applicable regulatory requirements, including the corporate practice of medicine and fee-splitting laws, that are necessarily implicated by engaging in telehealth care that can only be delivered by physicians. The Company is continuing to transition its current agreements with its clients, members and other business partners to TPN or the PC entities, where applicable.

Pursuant to the MSAs, Talkspace LLC is the managing entity (the “Manager”) and provides management and administrative resources and services essential to the operations of TPN and the PC entities and receives a management fee for these services and reimbursement of expenses incurred. TPN and the PC entities in turn have the obligation under the MSAs to engage all licensed physicians and other health professionals to provide behavioral healthcare services to the Company's members. In addition, to the extent that TPN or the PC entities lack sufficient funds to meet their obligations, the Manager may, at its sole discretion, advance funds to TPN or the PC entities to cover these obligations. Such advances would be considered loans made by Manager and should be repaid as per the terms of the management agreement. No such advances have been made by the Manager to TPN or the PC entities for years ended December 31, 2023 and 2022.

The Company holds a variable interest in TPN and the PC entities. The Company evaluates whether an entity in which it has a variable interest is considered a VIE. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to direct the activities of the entity that most significantly impact the entity's economic performance through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity).

Under the provisions of ASC 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company also determined that it is able to direct the activities of TPN and the PC entities that most significantly impact their economic performance and it funds and absorbs all losses of these VIEs resulting in the Company being the primary beneficiary of these entities. Accordingly, the Company consolidates these VIEs.

The following table details the assets and liabilities of the VIEs as of December 31, 2023 and 2022. The assets and liabilities in the table below are presented prior to consolidation and thus a portion of these assets and liabilities are eliminated in consolidation.


(in thousands)	December 31, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	167	$	883
Accounts receivable		4,031		1,716
Other assets		11,493		4,813
Total Assets	$	15,691	$	7,412
LIABILITIES
Accrued expenses and other current liabilities		2,831		3,758
Total Liabilities	$	2,831	$	3,758

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Share-Based Payment Arrangement, Disclosure [Abstract]

Number of options, Outstanding at the beginning of the period

16,876,326

Stock option award granted

1,293,045

Exercise of stock options, share

(4,592,195)

Number of options, Forfeited

(3,018,603)

Number of options, Outstanding at the end of the period

10,558,573

^[1]

16,876,326

Number of options, Exercisable at the end of the period

^[1]

7,147,389

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

$ 2.03

Weighted average exercise price, Granted

1.21

Weighted average exercise price, Exercised

0.59

Weighted average exercise price, Forfeited

3.18

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

2.23

^[1]

$ 2.03

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

^[1]

$ 2.11

Weighted average remaining contractual term (in years)

7 years 2 months 4 days

^[1]

7 years 3 months 3 days

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

^[1]

6 years 6 months 14 days

Aggregate intrinsic value, Outstanding

^[2]

$ 11,774

^[1]

$ 1,135

Aggregate intrinsic value, Exercisable at the end of the period

^[1],[2]

$ 8,289

[1]	Excludes 650,000 fully-vested stock options with an exercise price of $11.50 issued in June 2021 to a consultant.
[2]	The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 2,514,361 and 1,643,117, respectively, of stock options that are out of the money.

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, 2023

Dec. 31, 2022

Dec. 31, 2021

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

Dividend yield

^[1]

0.00%

Expected volatility rate, minimum

^[2]

58.63%

66.80%

65.00%

Expected volatility rate, maximum

^[2]

68.40%

86.13%

75.23%

Risk free interest rate, minimum

^[3]

3.70%

1.76%

0.66%

Risk free interest rate, maximum

^[3]

4.22%

4.11%

1.39%

Minimum [Member]

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

Expected term (years)

^[4]

5 years 2 months 23 days

5 years 25 days

5 years 3 months 7 days

Maximum

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

Expected term (years)

^[4]

6 years 3 months

[1]	No dividends were paid during the years ending December 31, 2023, 2022 and 2021.
[2]	The expected volatility was calculated based upon historical stock price movements of the Company and 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 stock options granted is calculated using the simplified method for “plain vanilla” stock options awards.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

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:


	As of December 31,
(in thousands)	2023		2022
Employee compensation	$	7,269	$	5,290
User acquisition		1,525		2,256
Professional fees		626		543
Litigation costs		—		5,500
Other		3,048		2,913
Accrued expenses and other current liabilities	$	12,468	$	16,502

Fair Value Measurements - Schedule of determining the fair value assumptions of the private placement warrants (Details)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Class of Warrant or Right [Line Items]

Dividend yield

^[1]

0.00%

Private Placement Warrant [Member]

Class of Warrant or Right [Line Items]

Dividend yield

^[2]

0.00%

Expected volatility

^[3]

61.10%

93.00%

Risk Free Interest Rate

^[4]

4.13%

4.17%

Time to maturity (years)

2 years 5 months 19 days

3 years 5 months 19 days

[1]	No dividends were paid during the years ending December 31, 2023, 2022 and 2021.
[2]	No dividends were paid for the years ending December 31, 2023 and 2022
[3]	The expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date.
[4]	The risk -free interest rate is based on the yield from U.S. Treasury bonds with an equivalent term to the time to maturity of the warrants.

Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2023

VariableInterestEntityDisclosureAbstract

Assets and liabilities of the Company's consolidated VIE


(in thousands)	December 31, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	167	$	883
Accounts receivable		4,031		1,716
Other assets		11,493		4,813
Total Assets	$	15,691	$	7,412
LIABILITIES
Accrued expenses and other current liabilities		2,831		3,758
Total Liabilities	$	2,831	$	3,758

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Share-Based Compensation - Summary of Stock Option Activity Under 2021 Plan (Detail) (Parenthetical) - Employee Stock Option [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares excluded from aggregate intrinsic value of options outstanding	2,514,361
Number of shares excluded from options exercisable aggregate intrinsic value	1,643,117
Fully-vested options		$ 650,000
Exercise price		$ 11.5

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements - Additional Information (Detail) - $ / shares

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 11.5

Private Placement Warrant [Member]

Expected volatility

^[1]

61.10%

93.00%

Class of Warrant or Right, Outstanding

12,780,000

[1]	The expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date.