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Talkspace (TALK)

Cover Page

Cover Page - USD ($)11 Months Ended
Dec. 31, 2020Mar. 23, 2021
Document Information [Line Items]
Document Type10-K
Document Annual Reporttrue
Amendment Flagfalse
Document Period End DateDec. 31,
2020
Document Fiscal Year Focus2020
Entity Registrant NameHudson Executive Investment Corp.
Entity Central Index Key0001803901
Document Fiscal Period FocusFY
Current Fiscal Year End Date--12-31
Entity Incorporation, State or Country CodeDE
Entity Address, State or ProvinceNY
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Shell Companytrue
Entity Voluntary FilersNo
Entity Well-known Seasoned IssuerNo
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
ICFR Auditor Attestation Flagfalse
Entity Public Float $ 447,534,000
Common Class A [Member]
Document Information [Line Items]
Trading SymbolHEC
Title of 12(b) SecurityClass A common stock, par value $0.0001 per share
Security Exchange NameNASDAQ
Entity Common Stock, Shares Outstanding41,400,000
Capital Units [Member]
Document Information [Line Items]
Trading SymbolHECCU
Title of 12(b) SecurityUnits, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Security Exchange NameNASDAQ
Warrant [Member]
Document Information [Line Items]
Trading SymbolHECCW
Title of 12(b) SecurityWarrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Security Exchange NameNASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding10,350,000

Balance Sheet

Balance SheetDec. 31, 2020USD ($)
Current assets
Cash $ 1,178,377
Prepaid expenses118,525
Total Current Assets1,296,902
Marketable securities held in trust account414,228,281
Total Assets415,525,183
Current liabilities
Accrued expenses1,631,390
Income taxes payable10,070
Total Current Liabilities1,641,460
Deferred underwriting fee payable14,490,000
Total Liabilities16,131,460
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital6,556,867
Accumulated deficit(1,558,095)
Total Stockholders' Equity5,000,003
Total Liabilities and Stockholders' Equity415,525,183
Common Class A
Current liabilities
Class A common stock subject to possible redemption, 39,439,372 shares at $10.00 per share redemption value394,393,720
Stockholders' Equity
Common stock196
Total Stockholders' Equity196
Common Class B
Stockholders' Equity
Common stock1,035
Total Stockholders' Equity $ 1,035

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)Dec. 31, 2020$ / sharesshares
Class A common stock, subject to possible redemption, shares39,439,372
Preferred stock, par value | $ / shares $ 0.0001
Preferred stock, shares authorized1,000,000
Preferred stock, shares issued0
Preferred stock, shares outstanding0
Common Class A
Class A common stock, subject to possible redemption, shares39,439,372
Class A Common stock, Subject to possible redemption, per share | $ / shares $ 10
Common stock, par value | $ / shares $ 0.0001
Common stock, shares authorized380,000,000
Common stock, shares issued1,960,628
Common stock, shares outstanding1,960,628
Common Class B
Common stock, par value | $ / shares $ 0.0001
Common stock, shares authorized20,000,000
Common stock, shares issued10,350,000
Common stock, shares outstanding10,350,000

Statement of Operations

Statement of Operations11 Months Ended
Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses $ 1,776,306
Loss from operations(1,776,306)
Other income:
Interest earned on marketable securities held in Trust Account228,281
Loss before provision for income taxes(1,548,025)
Provision for income taxes(10,070)
Net loss $ (1,558,095)
Common Class A
Other income:
Weighted average shares outstanding | shares41,400,000
Basic and diluted income per share | $ / shares $ 0
Common Class B
Other income:
Net loss $ (1,558,095)
Weighted average shares outstanding | shares10,350,000
Basic and diluted income per share | $ / shares $ (0.15)

Statement of Changes In Stockho

Statement of Changes In Stockholders' Equity - 11 months ended Dec. 31, 2020 - USD ($)TotalClass A Common StockClass B Common StockAdditional Paid-in CapitalAccumulated Deficit
Beginning balance, value at Feb. 05, 2020
Beginning balance, shares at Feb. 05, 2020
Issuance of Class B common stock to initial stockholders, shares10,350,000
Issuance of Class B common stock to initial stockholders , value $ 25,000 $ 1,035 $ 23,965
Sale of 41,400,000 Units, net of underwriting discounts, shares41,400,000 41,400,000
Sale of 41,400,000 Units, net of underwriting discounts , value $ 390,646,818 $ 4,140 390,642,678
Sale of 10,280,000 Private Placement Units10,280,000 10,280,000
Common stock subject to possible redemption , shares(39,439,372)
Common stock subject to possible redemption , value(394,393,720) $ (3,944)(394,389,776)
Net loss(1,558,095)(1,558,095) $ (1,558,095)
Ending balance, value at Dec. 31, 2020 $ 5,000,003 $ 196 $ 1,035 $ 6,556,867 $ (1,558,095)
Ending balance, shares at Dec. 31, 20201,960,628 10,350,000

Statement of Changes In Stock_2

Statement of Changes In Stockholders' Equity (Parenthetical)11 Months Ended
Dec. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Stock Issued During Period, Shares, New Issues41,400,000
Class of Warrant or Right, Outstanding10,280,000

Statement of Cash Flows

Statement of Cash Flows11 Months Ended
Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss $ (1,558,095)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account(228,281)
Formation costs paid by Sponsor2,125
Changes in operating assets and liabilities:
Prepaid expenses(118,525)
Accrued expenses1,631,390
Income taxes payable10,070
Net cash used in operating activities(261,316)
Cash Flows from Investing Activities:
Investment of cash into Trust Account(414,000,000)
Net cash used in investing activities(414,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid405,720,000
Proceeds from sale of Private Placement Units10,280,000
Proceeds from promissory note – related party100
Repayment of promissory note – related party(129,706)
Payment of offering costs(430,701)
Net cash provided by financing activities415,439,693
Net Change in Cash1,178,377
Cash – Beginning of period
Cash – End of period1,178,377
Non-Cash financing activities:
Initial classification of common stock subject to possible redemption395,946,830
Change in value of common stock subject to possible redemption(1,553,110)
Deferred offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock25,000
Payment of offering costs through promissory note — related party127,481
Deferred underwriting commissions $ 14,490,000

Description of Organization and

Description of Organization and Business Operations11 Months Ended
Dec. 31, 2020
Description Of Organisation And Business Operation [Abstract]
Description of organisation and business operation disclosureNOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hudson Executive Investment Corp. (the “Company”) was incorporated in Delaware on February 6, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from February 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of GROOP Internet Platform, Inc., a Delaware corporation (“Talkspace”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The Company has two subsidiaries, Tailwind Merger Sub I, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on January 18, 2021 (“Merger Sub 1”) and Tailwind Merger Sub II, LLC, a wholly -owned subsidiary of the Company also incorporated in Delaware on January 18, 2021 (“Merger Sub 2”). The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2020. On June 11, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to HEC Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4. Transaction costs amounted to $23,353,182, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $583,182 of other offering costs. At December 31, 2020, cash of $1,178,377 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 11, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until June 11, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of December 31, 2020, the Company had $1,178,377 in its operating bank accounts, $414,228,281 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $344,558. The Company intends to complete a Business Combination as further discussed in Note 6. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition of the Company raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance date of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies11 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]
Business description and accounting policiesNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 39,439,372 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited consolidated balance sheet. Offering Costs Offering costs consist of legal, accounting and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,353,182 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (1,558,095 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable $ (1,595,978 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 Basic and diluted net loss per share, Class B $ (0.15 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering11 Months Ended
Dec. 31, 2020
Public Offering [Abstract]
Public OfferingNOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 5,400,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half

Private Placement

Private Placement11 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Private PlacementNOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Private Placement Warrants for an aggregate purchase price of $10,280,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions11 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party TransactionsNOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On May 20, 2020, the Sponsor transferred 25,000 Founder Shares to Amy Schulman, a director, and on June 3, 2020 the Sponsor transferred 25,000 shares to Thelma Duggin, a director, resulting in the Sponsor holding an aggregate of 8,575,000 Founder Shares. On June 8, 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting an aggregate of 10,350,000 Founder Shares issued and outstanding, of which 10,300,000 Founder Shares are held by the Sponsor and 50,000 Founder Shares are held by the directors. All share and per-share The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note – Related Party On February 6, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the period from February 6, 2020 (inception) through December 31, 2020, the Company incurred $70,000 in fees for these services. As of December 31, 2020, $70,000 is included in accrued expenses in the accompanying balance sheet. Forward Purchase Agreement The Company entered into a forward purchase agreement with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master has committed to purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and one-half In connection with the signing of the Merger Agreement, the Company and HEC Master amended the Forward Purchase Agreement. Pursuant to the First Amendment to the Forward Purchase Agreement, dated January 12, 2021, HEC Master’s purchase obligations were amended such that HEC Master is obligated to purchase 2,500,000 Forward Purchase Units and backstop up to $25,000,000 of redemptions by HEC stockholders through the purchase of additional Forward Purchase Units, in each case valued at $10.00 per Forward Purchase Unit, in a private placement that will close concurrently with the closing of the Business Combination.

Commitments and Contingencies

Commitments and Contingencies11 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on June 8, 2020, the holders of the Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $8,280,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On January 12, 2021, Hudson Executive Investment Corp. (“HEC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among HEC, Tailwind Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of HEC (“First Merger Sub”), Tailwind Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of HEC (“Second Merger Sub”) and GROOP Internet Platform, Inc., a Delaware corporation (“Talkspace”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, (i) First Merger Sub will merge with and into the Company with the Company being the surviving corporation in the merger (the “First Merger”) and (ii) Second Merger Sub will merge with and into the surviving corporation with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, being collectively referred to as the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger: (a) All shares of common stock and preferred stock of the Company and all vested options exercisable for common stock of the Company, in each case, outstanding immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, a number of shares of common stock, par value $0.0001 per share, of HEC (“HEC Common Stock”) or a combination of shares of HEC Common Stock and cash, in each case, as adjusted pursuant to the Merger Agreement, which in the aggregate with the options to acquire common stock of the Company to be assumed by HEC in exchange for options to acquire HEC Common Stock, will equal to the Merger Consideration; (b) The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to pre-closing plus minus minus (c) The maximum number of shares of HEC Common Stock that may be issued to pre-closing minus Additionally, on January 12, 2021, concurrently with the execution of the Merger Agreement, HEC entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 30,000,000 shares of HEC Common Stock for an aggregate purchase price equal to $300 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) the termination of the Merger Agreement in accordance with its terms, (ii) the mutual written agreement of the parties to such Subscription Agreement, (iii) the failure to satisfy any of the closing conditions set forth in such Subscription Agreements by the closing date, or (iv) the failure to close within seven months from the date of signing. The parties to the Merger Agreement have made customary representations, warranties and covenants, including, among others, with respect to the conduct of the businesses of Talkspace and HEC during the period between execution of the Business Combination Agreement and the consummation of the Business Combination. Legal Proceedings On February 10, 2021, two purported shareholders of the Company filed actions against the Company and the members of the Company’s board relating to the Mergers. On March 10, 2021, the Company’s board received a shareholder demand letter against the Company and members of the Company’s board. In each case, the shareholders allege a variety of disclosure deficiencies in its proxy statement/prospectus and seek disclosures of additional information. The alleged omissions generally relate to (i) certain financial projections; (ii) certain valuation analyses performed by the Company and (iii) alleged conflicts of interest. Plaintiffs seek to enjoin the forthcoming shareholder vote on the Mergers unless and until the Company discloses the allegedly omitted material information summarized above. The plaintiffs also seek damages and attorneys’ fees. The Company cannot predict the outcome of the lawsuits or demand letter or any others that might be filed subsequent to the date of the filing of its proxy statement/prospectus, nor can the Company predict the amount of time and expense that will be required to resolve the lawsuits and demand letter. The Company believes that the lawsuits and demand letter are without merit and intends to vigorously defend against them.

Stockholders' Equity

Stockholders' Equity11 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' EquityNOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,960,628 shares of Class A common stock issued or outstanding, excluding 39,439,372 shares of Class A common stock subject to possible redemption. Class B Common Stock — 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted one-for-one Warrants 12 months from the closing of the Proposed Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any issuance of Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable

Income Tax

Income Tax11 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income TaxNOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 335,155 Total deferred tax asset 335,155 Valuation allowance (335,155 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ 10,070 Deferred (335,155 ) State Current $ — Deferred — Change in valuation allowance 335,155 Income tax provision $ 10,070 As of December 31, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 6, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $335,155. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (22.0 )% Income tax provision (1.0 )% The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements11 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value MeasurementsNOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $575 in cash and $414,232,051 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities ) 1 $ 414,228,281 $ 4,345 $ 414,232,626

Subsequent Events

Subsequent Events11 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent EventsNOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 18, 2021, the Company established two subsidiaries, Tailwind Merger Sub I, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware (“Merger Sub 1”) and Tailwind Merger Sub II, LLC, a wholly -owned subsidiary of the Company also incorporated in Delaware (“Merger Sub 2”). As described in Note 6, the Company entered into an Agreement and Plan of Merger on January 12, 2021 with Talkspace.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)11 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of EstimatesUse of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Common Stock Subject to Possible RedemptionCommon Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 39,439,372 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited consolidated balance sheet.
Offering CostsOffering Costs Offering costs consist of legal, accounting and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,353,182 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income TaxesIncome Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common ShareNet Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (1,558,095 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable $ (1,595,978 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 Basic and diluted net loss per share, Class B $ (0.15 )
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Financial InstrumentsFinancial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.
Recent Accounting StandardsRecent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Table)11 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]
Summary of basic and diluted net income (loss)The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (1,558,095 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable $ (1,595,978 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 Basic and diluted net loss per share, Class B $ (0.15 )

Income Tax (Table)

Income Tax (Table)11 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]
Summary of Deferred Tax AssetsThe Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 335,155 Total deferred tax asset 335,155 Valuation allowance (335,155 ) Deferred tax asset, net of allowance $ —
Summary of Income Tax ProivisionThe income tax provision consists of the following: December 31, Federal Current $ 10,070 Deferred (335,155 ) State Current $ — Deferred — Change in valuation allowance 335,155 Income tax provision $ 10,070
Summary of Reconciliation of Effective Tax Rate and Statutory Income Tax RateA reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (22.0 )% Income tax provision (1.0 )%

Fair Value Measurements (Tables

Fair Value Measurements (Tables)11 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]
Summary of Gross Holding Losses and Fair Value of Held-to-Maturity SecuritiesThe gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities ) 1 $ 414,228,281 $ 4,345 $ 414,232,626

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)Jun. 11, 2020Dec. 31, 2020
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued41,400,000
Initial public offering, price per unit $ 10 $ 10
Other offering costs $ 583,182
Cash held outside of the trust account $ 1,178,377
Assets held-in-trust $ 414,000,000 414,228,281
Temporary equity redemption price per share $ 10
Minimum tangible assets for business combination $ 5,000,001
Interest to pay dissolution expenses100,000
Net current assets liabilities $ 344,558
IPO
Description Of Organisation And Business Operation [Line Items]
Transaction cost23,353,182
Underwriting fees8,280,000
Deferred offering costs14,490,000
Private Placement
Description Of Organisation And Business Operation [Line Items]
Proceeds from issuance initial public offering $ 10,280,000
Issue price of warrants $ 1
Proceeds from issuance of warrants $ 10,280,000
Common Class A
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued41,400,000
Temporary equity redemption price per share $ 10
Common Class A | IPO
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued41,400,000 41,400,000
Initial public offering, price per unit $ 10 $ 10
Class of warrant or right issued during the period414,000,000
Common Class A | Over-Allotment Option
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued5,400,000 5,400,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail)11 Months Ended
Dec. 31, 2020USD ($)shares
Class A common stock, subject to possible redemption, shares | shares39,439,372
Federal depository insurance coverage | $ $ 250,000
IPO
Transaction costs | $ $ 23,353,182
Warrant
Anti dilutive securities | shares30,980,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Basic and Diluted Net Income (Loss) (Detail)11 Months Ended
Dec. 31, 2020USD ($)$ / sharesshares
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income $ (228,281)
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)(1,558,095)
Redeemable Common Stock Class A
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income228,281
Income and Franchise Tax(190,398)
Net Earnings $ 37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted | shares41,400,000
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Lees: Redeemable Net Earnings $ (37,883)
Common Class A
Denominator: Weighted Average Redeemable Class A Common Stock
Basic and diluted net income per share, Class A | $ / shares $ 0
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted | shares41,400,000
Basic and diluted net loss per share, Class B | $ / shares $ 0
Common Class B
Numerator: Earnings allocable to Redeemable Class A Common Stock
Net Earnings $ 37,883
Denominator: Weighted Average Redeemable Class A Common Stock
Basic and diluted net income per share, Class A | $ / shares $ (0.15)
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss) $ (1,558,095)
Lees: Redeemable Net Earnings(37,883)
Non-Redeemable Net Loss $ (1,595,978)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted | shares10,350,000
Basic and diluted net loss per share, Class B | $ / shares $ (0.15)

Public Offering - Additional In

Public Offering - Additional Information (Detail) - $ / sharesJun. 11, 2020Dec. 31, 2020
Initial public offering, units issued41,400,000
Initial public offering, price per unit $ 10 $ 10
Warrant exercise price $ 11.50
Common Class A
Initial public offering, units issued41,400,000
Common Class A | IPO
Initial public offering, units issued41,400,000 41,400,000
Initial public offering, price per unit $ 10 $ 10
Common Class A | Over-Allotment Option
Initial public offering, units issued5,400,000 5,400,000

Private Placement - Additional

Private Placement - Additional Information (Detail)11 Months Ended
Dec. 31, 2020USD ($)$ / sharesshares
Class of Warrant or Right [Line Items]
Class of warrant, exercise price $ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Class of warrant or right issued during the period | shares10,280,000
Class of warrant or right, value issued | $ $ 10,280,000
Class of warrant, exercise price $ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)Jun. 12, 2020USD ($)Jun. 08, 2020USD ($)sharesJun. 03, 2020sharesMay 20, 2020sharesFeb. 29, 2020USD ($)sharesDec. 31, 2020USD ($)shares$ / sharesJan. 12, 2021USD ($)shares$ / sharesJun. 11, 2020$ / sharesFeb. 06, 2020USD ($)Feb. 05, 2020shares
Related Party Transaction [Line Items]
Payments of offering costs | $ $ 430,701
Share issue price | $ / shares $ 10 $ 10
Repayments of related party notes | $ $ 129,706
Sponsor
Related Party Transaction [Line Items]
Payments of offering costs | $ $ 25,000
Class A common stock, shares outstanding | shares8,575,000
Debt Instrument, face amount | $ $ 300,000
Repayments of related party notes | $ $ 129,706
Amy Schulman
Related Party Transaction [Line Items]
Number of founder shares transferred | shares25,000
Thelma Duggin
Related Party Transaction [Line Items]
Number of founder shares transferred | shares25,000
Working Capital Loans
Related Party Transaction [Line Items]
Threshold on conversion of working capital loan | $1,500,000
Due to related parties, current | $0
Administrative Support Agreement
Related Party Transaction [Line Items]
Related party transaction amounts of transaction | $ $ 10,000
Related party expense for administrative services | $ $ 70,000
HEC Master Fund LP | Forward Purchase Agreement
Related Party Transaction [Line Items]
Forward purchase agreement, quantity agreed to purchase | shares5,000,000 2,500,000
Forward purchase agreement, purchase price per unit | $ / shares $ 10 $ 10
Forward purchase agreement, purchase obligation | $ $ 50,000,000 $ 25,000,000
Maximum purchase obligation transferred to affiliates | $ $ 2,500,000
Common Class A
Related Party Transaction [Line Items]
Class A common stock, shares outstanding | shares1,960,628
Common Class A | Sponsor
Related Party Transaction [Line Items]
Founder shares, conditions on transfer, threshold consecutive trading days30 days
Founder shares, conditions on transfer, threshold number of days from business combination date150 days
Common Class A | Sponsor | Minimum
Related Party Transaction [Line Items]
Share issue price | $ / shares $ 12
Founder shares, conditions on transfer, threshold consecutive trading days20 days
Common Class B
Related Party Transaction [Line Items]
Shares issued for services | shares10,350,000
Class A common stock, shares outstanding | shares10,350,000
Common stock split description1:1.2 stock split
Common stock split conversion ratio1.2
Conversion of stock shares converted | shares10,350,000
Common Class B | Sponsor
Related Party Transaction [Line Items]
Shares issued for services | shares8,625,000
Class A common stock, shares outstanding | shares10,300,000
Common Class B | Director
Related Party Transaction [Line Items]
Class A common stock, shares outstanding | shares50,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)Jan. 12, 2021Dec. 31, 2020
Commitments And Contingencies Disclosure [Line Items]
Under writing discount per unit cash paid $ 0.20
Payments for underwriting expense $ 8,280,000
Under writing deferred fee per unit $ 0.35
Deferred underwriting fee payable $ 14,490,000
Description of Business Acquisition Planned Restructuring Activities(a) All shares of common stock and preferred stock of the Company and all vested options exercisable for common stock of the Company, in each case, outstanding immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, a number of shares of common stock, par value $0.0001 per share, of HEC (“HEC Common Stock”) or a combination of shares of HEC Common Stock and cash, in each case, as adjusted pursuant to the Merger Agreement, which in the aggregate with the options to acquire common stock of the Company to be assumed by HEC in exchange for options to acquire HEC Common Stock, will equal to the Merger Consideration; (b) The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to pre-closing holders of the Company’s stock and vested options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement (each as defined below), minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement; (c) The maximum number of shares of HEC Common Stock that may be issued to pre-closing holders of the Company’s stock and options, including HEC Common Shares underlying any assumed options, pursuant to the foregoing is equal to a number determined dividing (a) (i) the Merger Consideration minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00
Stock Issued during Period New Shares, Shares41,400,000
Common Stock | Subscription Agreement | PIPE Investor
Commitments And Contingencies Disclosure [Line Items]
Stock Issued during Period New Shares, Shares30,000,000
Proceeds from Issuance of Common Stock $ 300,000,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares11 Months Ended
Dec. 31, 2020Feb. 05, 2020
Preferred stock, shares authorized1,000,000
Preferred stock, par value $ 0.0001
Preferred stock, shares outstanding0
Temporary equity, shares outstanding39,439,372
Class of warrant, exercise price $ 11.50
Common Class A
Common stock, shares authorized380,000,000
Common stock, par value $ 0.0001
Common stock, voting rightsone vote for each share
Common stock, shares Issued1,960,628
Common stock, shares outstanding1,960,628
Temporary equity, shares outstanding39,439,372
Threshold percentage on conversion of common stock20.00%
Business acquisition, share price $ 9.20
Redemption trigger share price18
Class Of Warrant or Right Redemption Price $ 18
Common Class B
Common stock, shares authorized20,000,000
Common stock, par value $ 0.0001
Common stock, shares Issued10,350,000
Common stock, shares outstanding10,350,000
Common stock, conversion basisone-for-one basis
Public Warrants
Class of warrant or right, threshold trading days for exercise12 months
Class of warrant or right, threshold trading days for exercise30 days
Class of warrant, exercise price $ 0.01
Class of warrant or right minimum notice period for redemption30 days
Class of warrant or right redemption threshold consecutive trading days30 days
Minimum percentage of equity proceeds for fund business combination60.00%
Class of warrant or right exercise price adjustment percentage115.00%
Class of warrant or right redemption price adjustment percentage180.00%
Public Warrants | Maximum
Class of warrant or right redemption threshold consecutive trading days20 days
Public Warrants | Minimum
Number of days required to file registration statement for stock issuance15 days
Private Placement Warrants
Class of warrant or right, threshold trading days for exercise30 days

Income Tax - Summary of Deferre

Income Tax - Summary of Deferred Tax Assets (Detail)Dec. 31, 2020USD ($)
Deferred tax asset
Organizational costs/Startup expenses $ 335,155
Total deferred tax asset335,155
Valuation allowance(335,155)
Deferred tax asset, net of allowance $ 0

Income Tax - Summary Of Income

Income Tax - Summary Of Income Tax Provision (Detail)11 Months Ended
Dec. 31, 2020USD ($)
Federal
Current $ 10,070
Deferred(335,155)
State
Current0
Deferred0
Change in valuation allowance335,155
Income tax provision $ 10,070

Income Tax - Additional Informa

Income Tax - Additional Information (Detail)11 Months Ended
Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Deferred Tax Asset Change in Valuation Allowance $ 335,155

Income Tax - Summary Of Reconci

Income Tax - Summary Of Reconciliation Of Effective Tax Rate And Statutory Income Tax Rate (Detail)11 Months Ended
Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate21.00%
State taxes, net of federal tax benefit0.00%
Change in valuation allowance(22.00%)
Income tax provision(1.00%)

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)11 Months Ended
Dec. 31, 2020USD ($)
Cash and marketable securities held in trust account $ 414,228,281
Investment income, interest0
Money Market Funds
Cash and marketable securities held in trust account575
US Treasury Securities
Cash and marketable securities held in trust account $ 414,232,051

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Detail) - US Treasury SecuritiesDec. 31, 2020USD ($)
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost $ 414,228,281
Gross Holding Losses4,345
Fair Value $ 414,232,626

Fair Value Measurements - Sum_2

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