Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Talkspace, Inc. |
Entity Central Index Key | 0001803901 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheet
Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash | $ 377,294 | $ 1,178,377 | |
Prepaid expenses | 151,334 | 118,525 | |
Total Current Assets | 528,628 | 1,296,902 | |
Marketable securities held in trust account | 414,275,432 | 414,228,281 | |
Total Assets | 414,804,060 | 415,525,183 | |
Current liabilities | |||
Accrued expenses | 1,588,952 | 1,631,390 | |
Income taxes payable | 10,070 | 10,070 | |
Promissory note – related party | 2,586 | ||
Total Current Liabilities | 1,601,608 | 1,641,460 | |
FPA Liability | 1,650,000 | 4,225,000 | |
Warrant liability | 45,126,600 | 53,594,000 | |
Deferred underwriting fee payable | 14,490,000 | 14,490,000 | |
Total Liabilities | 62,868,208 | 73,950,460 | |
Commitments and Contingencies | |||
Common stock subject to possible redemption | 336,574,720 | ||
Stockholders' Equity | |||
Preferred stock | 0 | ||
Common stock | 774 | ||
Additional paid-in capital | 21,873,075 | 32,234,102 | |
Accumulated deficit | (16,874,779) | (27,235,908) | |
Total Stockholders' Equity | 5,000,002 | 5,000,003 | |
Total Liabilities and Stockholders' Equity | 414,804,060 | 415,525,183 | |
Groop Internet Platform Inc [Member] | |||
Current assets | |||
Cash | 9,772,000 | 13,248,000 | $ 39,632,000 |
Accounts receivable | 7,580,000 | 5,914,000 | 897,000 |
Other current assets | 2,766,000 | 1,515,000 | 820,000 |
Total Current Assets | 20,118,000 | 20,677,000 | 41,349,000 |
Property and equipment, net | 472,000 | 175,000 | 133,000 |
Restricted long-term bank deposit | 0 | 447,000 | |
Deferred issuance cost | 3,440,000 | 692,000 | 0 |
Intangible assets, net | 4,755,000 | 5,195,000 | 0 |
Goodwill | 6,134,000 | 6,134,000 | 0 |
Total Assets | 34,919,000 | 32,873,000 | 41,929,000 |
Current liabilities | |||
Accounts payable | 16,830,000 | 7,901,000 | 5,340,000 |
Deferred revenues | 8,050,000 | 5,172,000 | 3,144,000 |
Accrued expenses and other current liabilities | 7,958,000 | 7,416,000 | 1,762,000 |
Total Current Liabilities | 32,838,000 | 20,489,000 | 10,246,000 |
CONVERTIBLE PREFERRED STOCK: | |||
Convertible preferred stock | 111,282,000 | 111,282,000 | 111,282,000 |
Stockholders' Equity | |||
Common stock | 12,000 | 11,000 | 11,000 |
Additional paid-in capital | 12,313,000 | 9,879,000 | 6,808,000 |
Accumulated deficit | (121,526,000) | (108,788,000) | (86,418,000) |
Total Stockholders' Equity | (109,201,000) | (98,898,000) | (79,599,000) |
Total Liabilities and Stockholders' Equity | 34,919,000 | 32,873,000 | $ 41,929,000 |
Common Class A | |||
Current liabilities | |||
Common stock subject to possible redemption | 346,935,850 | 336,574,720 | |
Stockholders' Equity | |||
Common stock | 671 | 774 | |
Total Stockholders' Equity | 671 | 774 | |
Common Class B | |||
Stockholders' Equity | |||
Common stock | 1,035 | 1,035 | |
Total Stockholders' Equity | $ 1,035 | $ 1,035 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A common stock, subject to possible redemption, shares | 34,693,585 | 33,657,472 | |
Preferred Stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares outstanding | 10,350,000 | ||
Groop Internet Platform Inc [Member] | |||
Preferred Stock, Par or stated value per share | $ 0.001 | ||
Preferred stock, shares authorized | 84,389,164 | ||
Preferred stock, shares issued | 83,395,815 | ||
Preferred stock, shares outstanding | 83,395,815 | ||
Common Stock, Par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 114,092,838 | 114,092,838 | 114,092,838 |
Common stock, shares issued | 12,430,874 | 11,826,960 | 11,659,645 |
Common stock, shares outstanding | 12,430,874 | 11,826,960 | 11,659,645 |
Common Class A | |||
Class A common stock, subject to possible redemption, shares | 34,693,585 | 33,657,472 | |
Class A Common stock, Subject to possible redemption, per share | $ 10 | $ 10 | |
Common Stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 380,000,000 | 380,000,000 | |
Common stock, shares issued | 6,706,415 | 7,742,528 | |
Common stock, shares outstanding | 6,706,415 | 7,742,528 | |
Common Class B | |||
Common Stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 10,350,000 | 10,350,000 | |
Common stock, shares outstanding | 10,350,000 | 10,350,000 | |
Convertible Preferred Stock Series Seed Seed One Seed Two A,B,C And D | Groop Internet Platform Inc [Member] | |||
Preferred Stock, Par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 84,389,164 | 84,389,164 | 84,389,164 |
Preferred stock, shares issued | 83,395,815 | 83,395,815 | 83,395,815 |
Preferred stock, shares outstanding | 83,395,815 | 83,395,815 | 83,395,815 |
Statement of Operations
Statement of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses | $ 1,000 | $ 728,422 | $ 1,776,306 |
Loss from operations | (1,000) | (728,422) | (1,776,306) |
Other income (expense): | |||
Change in fair value of Warrants | 8,467,400 | (18,896,400) | |
Change in fair value of FPA | 2,575,000 | (3,875,000) | |
Compensation expense in connection with issuance of Private Placement Warrants | (1,233,600) | ||
Initial classification of FPA | (350,000) | ||
Transaction costs attributable to Warrants | (2,586) | (1,322,813) | |
Interest earned on marketable securities held in Trust Account | 0 | 47,151 | 228,281 |
Other income (expenses), net | 0 | 11,089,551 | (25,449,532) |
Income (loss) before provision for income taxes | (1,000) | 10,361,129 | (27,225,838) |
Provision for income taxes | 0 | 0 | (10,070) |
Net income (loss) | $ (1,000) | $ 10,361,129 | $ (27,235,908) |
Weighted average shares outstanding | 10,350,000 | ||
Basic and diluted income per share | $ (2.64) | ||
Common Class A | |||
Other income (expense): | |||
Weighted average shares outstanding | 0 | 41,400,000 | 41,400,000 |
Basic and diluted income per share | $ 0 | $ 0 | $ 0 |
Common Class B | |||
Other income (expense): | |||
Net income (loss) | $ (1,000) | $ 10,361,129 | $ (27,235,908) |
Weighted average shares outstanding | 7,500,000 | 10,350,000 | 10,350,000 |
Basic and diluted income per share | $ 0 | $ 1 | $ (2.64) |
Statement of Comprehensive Loss
Statement of Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
General and administrative | $ 728,422 | |||
Operating loss | 728,422 | |||
Loss before taxes on income | (10,361,129) | |||
Taxes on income | 0 | |||
Net loss | (10,361,129) | |||
Groop Internet Platform Inc [Member] | ||||
Revenue | 27,157,000 | $ 11,120,000 | $ 76,190,000 | $ 38,178,000 |
Cost of Revenue | 9,814,000 | 5,410,000 | 26,353,000 | 18,042,000 |
Gross Profit | 17,343,000 | 5,710,000 | 49,837,000 | 20,136,000 |
Operating expenses: | ||||
Research and development | 2,964,000 | 2,728,000 | 9,583,000 | 11,997,000 |
Clinical operations | 2,077,000 | 877,000 | 4,332,000 | 4,672,000 |
Sales and marketing | 22,251,000 | 8,918,000 | 47,705,000 | 27,536,000 |
General and administrative | 2,608,000 | 1,114,000 | 10,199,000 | 5,359,000 |
Total operating expenses | 29,900,000 | 13,637,000 | 71,819,000 | 49,564,000 |
Operating loss | 12,557,000 | 7,927,000 | 21,982,000 | 29,428,000 |
Financial expenses (income), net | 173,000 | (30,000) | 364,000 | (350,000) |
Loss before taxes on income | 12,730,000 | 7,897,000 | 22,346,000 | 29,078,000 |
Taxes on income | 8,000 | 3,000 | 24,000 | 8,000 |
Net loss | 12,738,000 | 7,900,000 | 22,370,000 | 29,086,000 |
Other comprehensive income (loss) | 0 | 0 | ||
Comprehensive loss | $ 12,738,000 | $ 7,900,000 | $ 22,370,000 | $ 29,086,000 |
Net loss per share: | ||||
Basic and diluted net loss per share | $ 1.05 | $ 0.67 | $ 1.9 | $ 2.59 |
Weighted average number of common shares used in computing basic and diluted net loss per share | 12,134,482 | 11,728,768 | 11,779,604 | 11,219,242 |
Statement of Changes In Stockho
Statement of Changes In Stockholders' Equity - USD ($) | Total | Groop Internet Platform Inc [Member] | Class A Common Stock | Class B Common Stock | Convertible Preferred Stock [Member]Groop Internet Platform Inc [Member] | Additional Paid-in Capital | Additional Paid-in CapitalGroop Internet Platform Inc [Member] | Accumulated Deficit | Accumulated DeficitGroop Internet Platform Inc [Member] | Preferred Stock [Member]Convertible Preferred Stock [Member]Groop Internet Platform Inc [Member] | Common Stock [Member]Groop Internet Platform Inc [Member] |
Beginning balance, value at Dec. 31, 2018 | $ 60,078,000 | ||||||||||
Beginning balance, shares at Dec. 31, 2018 | 64,739,841 | ||||||||||
Beginning balance, value at Dec. 31, 2018 | $ (54,214,000) | $ 3,108,000 | $ (57,332,000) | $ 10,000 | |||||||
Beginning balance, shares at Dec. 31, 2018 | 10,328,080 | ||||||||||
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , shares | 18,655,963 | ||||||||||
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , value | $ 51,204,000 | ||||||||||
Issuance of series D convertible preferred stock, net of issuance costs , Shares | 18,655,963 | ||||||||||
Issuance of series D convertible preferred stock, net of issuance costs , Value | $ 51,204,000 | ||||||||||
Exercise of stock options , Shares | 1,331,565 | ||||||||||
Exercise of stock options , Value | 297,000 | 296,000 | $ 1,000 | ||||||||
Stock-based compensation | 3,404,000 | 3,404,000 | |||||||||
Net loss | (29,086,000) | (29,086,000) | |||||||||
Ending balance, value at Dec. 31, 2019 | $ (79,599,000) | 6,808,000 | (86,418,000) | $ 11,000 | |||||||
Ending balance, shares at Dec. 31, 2019 | 11,659,645 | 11,659,645 | |||||||||
Ending balance, value at Dec. 31, 2019 | $ 111,282,000 | ||||||||||
Ending balance, shares at Dec. 31, 2019 | 83,395,815 | 83,395,815 | |||||||||
Exercise of stock options , Shares | 107,574 | ||||||||||
Exercise of stock options , Value | $ 54,000 | 54,000 | |||||||||
Stock-based compensation | 401,000 | 401,000 | |||||||||
Net loss | (7,900,000) | (7,900,000) | |||||||||
Ending balance, value at Mar. 31, 2020 | $ (24,000) | (87,044,000) | $ 1,035 | $ 23,965 | 7,263,000 | $ (1,000) | (94,318,000) | $ 11,000 | |||
Ending balance, shares at Mar. 31, 2020 | 10,350,000 | 11,767,219 | |||||||||
Ending balance, value at Mar. 31, 2020 | $ 111,282,000 | ||||||||||
Ending balance, shares at Mar. 31, 2020 | 83,395,815 | ||||||||||
Beginning balance, value at Dec. 31, 2019 | $ 111,282,000 | ||||||||||
Beginning balance, shares at Dec. 31, 2019 | 83,395,815 | 83,395,815 | |||||||||
Beginning balance, value at Dec. 31, 2019 | $ (79,599,000) | 6,808,000 | (86,418,000) | $ 11,000 | |||||||
Beginning balance, shares at Dec. 31, 2019 | 11,659,645 | 11,659,645 | |||||||||
Exercise of stock options , Shares | 167,315 | 167,315 | |||||||||
Exercise of stock options , Value | $ 94,000 | 94,000 | |||||||||
Stock-based compensation | 2,977,000 | 2,977,000 | |||||||||
Net loss | (22,370,000) | (22,370,000) | |||||||||
Ending balance, value at Dec. 31, 2020 | $ 5,000,003 | $ (98,898,000) | $ 774 | $ 1,035 | 32,234,102 | 9,879,000 | (27,235,908) | (108,788,000) | $ 11,000 | ||
Ending balance, shares at Dec. 31, 2020 | 11,826,960 | 7,742,528 | 10,350,000 | 11,826,960 | |||||||
Ending balance, value at Dec. 31, 2020 | $ 336,574,720 | $ 336,574,720 | $ 111,282,000 | ||||||||
Ending balance, shares at Dec. 31, 2020 | 33,657,472 | 33,657,472 | 83,395,815 | 83,395,815 | |||||||
Beginning balance, value at Feb. 05, 2020 | |||||||||||
Beginning balance, shares at Feb. 05, 2020 | 0 | ||||||||||
Issuance of Class B common stock to initial stockholders, shares | 10,350,000 | ||||||||||
Issuance of Class B common stock to initial stockholders , value | $ 25,000 | $ 1,035 | 23,965 | ||||||||
Net loss | (1,000) | (1,000) | (1,000) | ||||||||
Ending balance, value at Mar. 31, 2020 | $ (24,000) | $ (87,044,000) | $ 1,035 | 23,965 | 7,263,000 | (1,000) | (94,318,000) | $ 11,000 | |||
Ending balance, shares at Mar. 31, 2020 | 10,350,000 | 11,767,219 | |||||||||
Ending balance, value at Mar. 31, 2020 | $ 111,282,000 | ||||||||||
Ending balance, shares at Mar. 31, 2020 | 83,395,815 | ||||||||||
Beginning balance, value at Feb. 05, 2020 | |||||||||||
Beginning balance, shares at Feb. 05, 2020 | 0 | ||||||||||
Net loss | $ (4,609,798) | ||||||||||
Ending balance, value at Jun. 30, 2020 | 359,200,830 | ||||||||||
Beginning balance, value at Feb. 05, 2020 | |||||||||||
Beginning balance, shares at Feb. 05, 2020 | 0 | ||||||||||
Net loss | $ (5,664,512) | ||||||||||
Ending balance, value at Sep. 30, 2020 | 358,146,110 | ||||||||||
Beginning balance, value at Feb. 05, 2020 | |||||||||||
Beginning balance, shares at Feb. 05, 2020 | 0 | ||||||||||
Issuance of Class B common stock to initial stockholders, shares | 10,350,000 | ||||||||||
Issuance of Class B common stock to initial stockholders , value | $ 25,000 | $ 1,035 | 23,965 | ||||||||
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , shares | 41,400,000 | 41,400,000 | |||||||||
Sale of 41,400,000 Units, net of underwriting discounts, warrant liabilities and other offering costs , value | $ 368,785,631 | $ 4,140 | 368,781,491 | ||||||||
Class A Common stock subject to possible redemption , shares | (33,657,472) | ||||||||||
Class A Common stock subject to possible redemption , value | $ (336,574,720) | $ (3,366) | (336,571,354) | ||||||||
Issuance of series D convertible preferred stock, net of issuance costs , Shares | 41,400,000 | 41,400,000 | |||||||||
Issuance of series D convertible preferred stock, net of issuance costs , Value | $ 368,785,631 | $ 4,140 | 368,781,491 | ||||||||
Net loss | (27,235,908) | (27,235,908) | (27,235,908) | ||||||||
Ending balance, value at Dec. 31, 2020 | 5,000,003 | $ (98,898,000) | $ 774 | $ 1,035 | 32,234,102 | 9,879,000 | (27,235,908) | (108,788,000) | $ 11,000 | ||
Ending balance, shares at Dec. 31, 2020 | 11,826,960 | 7,742,528 | 10,350,000 | 11,826,960 | |||||||
Ending balance, value at Dec. 31, 2020 | $ 336,574,720 | $ 336,574,720 | $ 111,282,000 | ||||||||
Ending balance, shares at Dec. 31, 2020 | 33,657,472 | 33,657,472 | 83,395,815 | 83,395,815 | |||||||
Beginning balance, value at Mar. 31, 2020 | $ 111,282,000 | ||||||||||
Beginning balance, shares at Mar. 31, 2020 | 83,395,815 | ||||||||||
Beginning balance, value at Mar. 31, 2020 | $ (24,000) | $ (87,044,000) | $ 1,035 | 23,965 | 7,263,000 | (1,000) | (94,318,000) | $ 11,000 | |||
Beginning balance, shares at Mar. 31, 2020 | 10,350,000 | 11,767,219 | |||||||||
Net loss | $ (4,608,798) | ||||||||||
Ending balance, value at Jun. 30, 2020 | 359,200,830 | ||||||||||
Net loss | (1,054,714) | ||||||||||
Ending balance, value at Sep. 30, 2020 | 358,146,110 | ||||||||||
Beginning balance, value at Dec. 31, 2020 | $ 336,574,720 | $ 336,574,720 | $ 111,282,000 | ||||||||
Beginning balance, shares at Dec. 31, 2020 | 33,657,472 | 33,657,472 | 83,395,815 | 83,395,815 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 5,000,003 | $ (98,898,000) | $ 774 | $ 1,035 | 32,234,102 | 9,879,000 | (27,235,908) | (108,788,000) | $ 11,000 | ||
Beginning balance, shares at Dec. 31, 2020 | 11,826,960 | 7,742,528 | 10,350,000 | 11,826,960 | |||||||
Change in value of common stock subject to possible redemption,Shares | (1,036,113) | ||||||||||
Change in value of common stock subject to possible redemption,Value | (10,361,130) | $ (103) | (10,361,027) | ||||||||
Exercise of stock options , Shares | 603,914 | 603,914 | |||||||||
Exercise of stock options , Value | $ 797,000 | 796,000 | $ 1,000 | ||||||||
Stock-based compensation | 1,513,000 | 1,513,000 | |||||||||
Issuance of warrants | 125,000 | 125,000 | |||||||||
Net loss | 10,361,129 | (12,738,000) | $ 10,361,129 | 10,361,129 | (12,738,000) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 5,000,002 | $ (109,201,000) | $ 671 | $ 1,035 | $ 21,873,075 | $ 12,313,000 | $ (16,874,779) | $ (121,526,000) | $ 12,000 | ||
Ending balance, shares at Mar. 31, 2021 | 10,350,000 | 12,430,874 | 6,706,415 | 10,350,000 | 12,430,874 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 346,935,850 | $ 111,282,000 | |||||||||
Ending balance, shares at Mar. 31, 2021 | 34,693,585 | 34,693,585 | 83,395,815 | 83,395,815 |
Statement of Changes In Stock_2
Statement of Changes In Stockholders' Equity (Parenthetical) | Jun. 08, 2020shares | Feb. 29, 2020shares | Mar. 31, 2020shares | Dec. 31, 2020shares | Mar. 31, 2021shares | Jun. 03, 2020shares | Feb. 05, 2020shares |
Stock Issued During Period, Shares, New Issues | 41,400,000 | ||||||
Common stock split conversion ratio | 1.2 | ||||||
common stock, shares outstanding | 10,350,000 | 10,350,000 | 0 | ||||
Sponsor [Member] | |||||||
Shares issued for services | 25,000 | ||||||
common stock, shares outstanding | 8,575,000 | ||||||
Common Class B [Member] | |||||||
Shares issued for services | 10,350,000 | 10,350,000 | |||||
Common stock split conversion ratio | 1.2 | ||||||
common stock, shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | ||||
Common Class B [Member] | Sponsor [Member] | |||||||
Shares issued for services | 8,625,000 | 8,625,000 | |||||
common stock, shares outstanding | 10,300,000 | 10,300,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) shares in Thousands | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||||||
Net loss | $ (1,000) | $ 10,361,129 | $ (4,608,798) | $ (27,235,908) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Change in fair value of Warrants | (8,467,400) | 1,342,000 | 18,896,400 | ||||
Change in fair value of FPA | (2,575,000) | 325,000 | 3,875,000 | ||||
Compensation expense in connection with issuance of Private Placement Warrants | 1,233,600 | 1,233,600 | |||||
Initial classification of FPA | 350,000 | 350,000 | |||||
Transaction costs attributable to Warrants | 2,586 | 1,322,813 | 1,322,813 | ||||
Interest earned on marketable securities held in Trust Account | 0 | (47,151) | (228,281) | ||||
Formation costs paid by Sponsor | 728 | 2,125 | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (32,809) | (118,525) | |||||
Accrued expenses | 272 | (42,438) | 1,631,390 | ||||
Income taxes payable | 10,070 | ||||||
Net used in operating activities | (801,083) | (261,316) | |||||
Cash Flows from Investing Activities: | |||||||
Investment of cash into Trust Account | (414,000,000) | ||||||
Net cash used in investing activities | (414,000,000) | ||||||
Cash Flows from Financing Activities: | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | 405,720,000 | ||||||
Proceeds from sale of Private Placement Units | 10,280,000 | ||||||
Proceeds from promissory note – related party | 100 | ||||||
Repayment of promissory note – related party | (129,706) | ||||||
Payment of offering costs | (430,701) | ||||||
Net cash provided by financing activities | 415,439,693 | ||||||
Net Change in Cash | (801,083) | 1,178,377 | |||||
Cash – Beginning | 1,178,377 | ||||||
Cash – End | 377,294 | 1,178,377 | $ 1,178,377 | ||||
Non-Cash financing activities: | |||||||
Initial classification of common stock subject to possible redemption | 360,899,230 | ||||||
Change in value of common stock subject to possible redemption | 10,361,130 | (24,324,510) | |||||
Offering costs included in accrued offering costs | 5,000 | ||||||
Deferred offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock | 25,000 | 25,000 | |||||
Payment of offering costs through promissory note — related party | 72,700 | 127,481 | |||||
Deferred underwriting commissions | 14,490,000 | ||||||
Initial fair value of warrant liability | 34,697,600 | ||||||
Groop Internet Platform Inc [Member] | |||||||
Cash Flows from Operating Activities: | |||||||
Net loss | (12,738,000) | $ (7,900,000) | (22,370,000) | $ (29,086,000) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Change in fair value of Warrants | 346,000 | ||||||
Changes in operating assets and liabilities: | |||||||
Depreciation and amortization | 462,000 | 18,000 | 379,000 | 59,000 | |||
Stock-based compensation | 1,513,000 | 401,000 | 2,977,000 | 3,404,000 | |||
Increase in accounts receivable | (1,666,000) | (599,000) | (5,017,000) | (840,000) | |||
Increase in other current assets | (1,076,000) | (297,000) | (695,000) | (216,000) | |||
Increase in accounts payable | 7,030,000 | 190,000 | 2,561,000 | 3,277,000 | |||
Increase in deferred revenues | 2,878,000 | 642,000 | 2,028,000 | 1,193,000 | |||
Increase in accrued expenses and other current liabilities | (282,000) | (252,000) | 4,962,000 | 1,017,000 | |||
Net used in operating activities | (3,879,000) | (7,797,000) | (15,175,000) | (21,192,000) | |||
Cash Flows from Investing Activities: | |||||||
Purchase of property and equipment | (319,000) | (4,000) | (126,000) | (138,000) | |||
Cash paid in connection with acquisition | (10,685,000) | 0 | |||||
Purchase of an intangible asset | (939,000) | 0 | |||||
Proceeds from restricted long-term bank deposit | 447,000 | 0 | |||||
Net cash used in investing activities | (319,000) | (4,000) | (11,303,000) | (138,000) | |||
Cash Flows from Financing Activities: | |||||||
Payment of deferred issuance costs | (75,000) | 0 | |||||
Proceeds from issuance of convertible preferred stock, net | 0 | 51,204,000 | |||||
Proceeds from exercise of stock options | 797,000 | 54,000 | 94,000 | 297,000 | |||
Net cash provided by financing activities | 722,000 | 54,000 | 94,000 | 51,501,000 | |||
Net Change in Cash | (3,476,000) | (7,747,000) | (26,384,000) | 30,171,000 | |||
Cash – Beginning | 13,248,000 | $ 31,885,000 | 39,632,000 | 39,632,000 | 9,461,000 | ||
Cash – End | $ 31,885,000 | 9,772,000 | 31,885,000 | $ 13,248,000 | $ 13,248,000 | $ 39,632,000 | |
Non-Cash financing activities: | |||||||
Deferred issuance costs | 2,673,000 | 0 | |||||
Issuance of warrant and other costs related to the Credit Agreement | $ 175,000 | $ 0 | |||||
Deferred issuance cost on credit | 692 | 0 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description Of Organisation And Business Operation [Abstract] | ||
Description of organization and business operation disclosure | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hudson Executive Investment Corp. (the “Company”) was incorporated in Delaware on February 6, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from February 6, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of GROOP Internet Platform, Inc., a Delaware corporation (“Talkspace”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The Company has two subsidiaries, Tailwind Merger Sub I, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on January 18, 2021 (“Merger Sub 1”) and Tailwind Merger Sub II, LLC, a wholly -owned subsidiary of the Company also incorporated in Delaware on January 18, 2021 (“Merger Sub 2”). The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2020. On June 11, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to HEC Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4. Transaction costs amounted to $23,353,182, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $583,182 of other offering costs. At March 31, 2021 and December 31, 2020, cash of $377,294 and $1,178,377, respectively, was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 11, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or less until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial 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 March 31, 2021, the Company had $377,294 in its operating bank accounts, $414,275,432 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,072,980. The Company intends to complete a Business Combination as further discussed in Note 6. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hudson Executive Investment Corp. (the “Company”) was incorporated in Delaware on February 6, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from February 6, 2020 (inception) through 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 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. |
General
General | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | ||
Schedule of Investments [Line Items] | ||
General | NOTE 1:- GENERAL a. Groop Internet Platform Inc. was incorporated in 2011 and its wholly owned subsidiaries Groop Internet Platform Ltd and Talkspace LLC (Groop Internet Platform Inc together with its subsidiaries, (the “Company”)) is engaged in the operation of a virtual behavioral healthcare business that provides individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one b. Over the past several years, the Company has devoted substantially most of its effort to research and development, product development and increasing revenues through additional investments in sales and marketing. The Company generated a loss of $12,738 and negative cash flow of $3,879 from operating activities in the three-month period ended March 31, 2021 and has an accumulated deficit of $121,526 as of March 31, 2021. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company’s Board approved a contingency plan, to be effected if needed, in whole or in part, at its discretion, to allow the Company to continue its operations and meet its cash obligations. The contingency plan consists of cost reduction, which include mainly the following steps: reduction in marketing expenses, headcount, compensation paid to key management personnel and capital expenditures. The Company and the Board believe that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the filing date. c. The Company operates in one operating segment and substantially all of its revenues derive from customers located in the United States. d. The global pandemic associated with COVID-19 stay-at-home COVID-19 COVID-19 e. On November 1, 2020, the Company completed an acquisition of the operation of Lasting, an app-based non-competition f. On January 12, 2021, the Company, Hudson Executive Investment Corp. (“HEIC”), a special purpose acquisition company sponsored by Hudson Executive Capital LP, Tailwind Merger Sub I, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of HEIC, and Tailwind Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of HEIC, entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which (1) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger, and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Company will be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of HEIC. The Mergers will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEIC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Mergers will be treated as the equivalent of the Company issuing stock for the net assets of HEIC, accompanied by a recapitalization. The net assets of HEIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Mergers will be those of the Company. | NOTE 1: GENERAL a. Groop Internet Platform Inc. was incorporated in 2011 and its wholly owned subsidiaries Groop Internet Platform Ltd and Talkspace LLC (Groop Internet Platform Inc together with its subsidiaries, (the “Company”) is engaged in the operation of a virtual behavioral healthcare business that provides individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one b. Over the past several years, the Company has devoted substantially most of its effort to research and development, product development and increasing revenues through additional investments in sales and marketing. The Company generated a loss of $22,370 and negative cash flow of $15,175 from operating activities in the twelve-month period ended December 31, 2020 and has an accumulated deficit of $108,788 as of December 31, 2020. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company’s Board approved a contingency plan, to be effected if needed, in whole or in part, at management’s sole discretion, to allow the Company to continue its operations and meet its cash obligations. The contingency plan consists of cost reduction, which include mainly the following steps: reduction in marketing expenses, headcount, compensation paid to key management personnel and capital expenditures. The Company and the Board believe that its existing capital resources will be adequate to satisfy its expected liquidity requirements for at least twelve months from the filing date. Subsequent to December 31, 2020, the Company entered into a credit and security line agreement to provide it additional liquidity options. Refer to Note 12b. c. The Company operates in one operating segment and substantially all of its revenues derive from customers located in the United States. d. The global pandemic associated with COVID-19 stay-at-home COVID-19 COVID-19 |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 11 Months Ended |
Dec. 31, 2020 | |
Restatement Of Financial Statements [Abstract] | |
Restatement Of Financial Statements [Text Block] | NOTE 2—RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and its FPA (as defined in Note 6) as components of equity instead of as liabilities. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the Warrants and FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity and concluded that they do not meet the criteria to be classified in stockholders’ equity. As a result, the Company should have classified the Warrants and FPA as liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and FPA at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants and FPA as components of equity instead of as liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. The following table reflects HEC’s balance sheet and cash flow statement as of the dates and for the periods indicated below: As Previously Adjustments As Restated Balance sheet as of June 11, 2020 (audited) Warrant Liability $ — $ 34,697,600 $ 34,697,600 FPA Liability — 350,000 350,000 Common Stock Subject to Possible Redemption 395,946,830 (35,047,600 ) 360,899,230 Class A Common Stock 181 350 531 Additional Paid-in Capital 5,003,772 2,906,063 7,909,835 Accumulated Deficit (4,984 ) (2,906,413 ) (2,911,397 ) Balance sheet as of June 30, 2020 ( un audited) Warrant Liability $ — $ 36,039,600 $ 36,039,600 FPA Liability — 675,000 675,000 Common Stock Subject to Possible Redemption 395,915,430 (36,714,600 ) 359,200,830 Class A Common Stock 181 367 548 Additional Paid-in Capital 5,035,172 4,573,046 9,608,218 Accumulated Deficit (36,385 ) (4,573,413 ) (4,609,798 ) Three Months Ended June 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (1,342,000 ) $ (1,342,000 ) Change in fair value of FPA — (325,000 ) (325,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (35,385 ) (4,573,413 ) (4,608,798 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.00 ) (0.45 ) (0.45 ) Period from February 6, 2020 (inception) to June 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (1,342,000 ) $ (1,342,000 ) Change in fair value of FPA — (325,000 ) (325,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (36,385 ) (4,573,413 ) (4,609,798 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.00 ) (0.45 ) (0.45 ) Cash Flow Statement for the Period from February 6, 2020 (inception) to June 30, 2020 (unaudited) Net Loss $ (36,385 ) $ (4,573,413 ) $ (4,609,798 ) Change in fair value of warrant liability $ $ 1,342,000 $ 1,342,000 Initial classification of warrant liability $ $ 34,697,600 $ 34,697,600 Change in fair value of FPA Liability $ $ 325,000 $ 325,000 Initial classification of FPA liability $ $ 350,000 $ 350,000 Transaction Costs $ $ 1,322,813 $ 1,322,813 Initial classification of common stock subject to redemption $ 395,946,830 $ (35,047,600 ) $ 360,899,230 Change in value of common stock subject to possible redemption $ (31,400 ) $ (1,667,000 ) $ (1,698,400 ) Balance sheet as of September 30, 2020 ( un audited) Warrant Liability $ — $ 36,659,200 $ 36,659,200 FPA Liability — 1,100,000 1,100,000 Common Stock Subject to Possible Redemption 395,905,310 (37,759,200 ) 358,146,110 Class A Common Stock 181 378 11 Additional Paid-in Capital 5,045,292 5,617,635 10,662,927 Accumulated Deficit (46,499 ) (5,618,013 ) (5,664,512 ) Three Months Ended September 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (619,600 ) $ (619,600 ) Change in fair value of FPA — (425,000 ) (425,000 ) Net loss (10,114 ) (1,044,600 ) (1,054,714 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.01 ) (0.10 ) (0.11 ) Period from February 6, 2020 (inception) to September 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (1,961,600 ) $ (1,961,600 Change in fair value of FPA — (750,000 ) (750,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (46,499 ) (5,618,013 ) (5,664,512 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.01 ) (0.54 ) (0.55 ) Cash Flow Statement for the Period from February 6, 2020 (inception) to September 30, 2020 (unaudited) Net Loss $ (46,499 ) $ (5,618,013 ) $ (5,664,512 ) Change in fair value of warrant liability $ $ 1,961,600 $ 1,961,600 Initial classification of warrant liability $ $ 34,697,600 $ 34,697,600 Change in fair value of FPA Liability $ $ 750,000 $ 750,000 Initial classification of FPA liability $ $ 350,000 $ 350,000 Transaction Costs $ $ 1,322,813 $ 1,322,813 Initial classification of common stock subject to redemption $ 395,946,830 $ (35,047,600 ) $ 360,899,230 Change in value of common stock subject to possible redemption $ (41,520 ) $ (2,711,600 ) $ (2,753,120 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 53,594,000 $ 53,594,000 FPA Liability — 4,225,000 4,225,000 Common Stock Subject to Possible Redemption 394,393,720 (57,819,000 ) 336,574,720 Class A Common Stock 196 578 774 Additional Paid-in Capital 6,556,867 25,677235 32,234,102 Accumulated Deficit (1,558,095 ) (25,677,813 ) (27,235,908 ) Period from February 6, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (18,896,400 ) $ (18,896,400 ) Change in fair value of FPA — (3,875,000 ) (3,875,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (1,558,095 ) (25,677,813 ) (27,235,908 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.15 ) (2.49 ) (2.64 ) Cash Flow Statement for the Period from February 6, 2020 (inception) to December 31, 2020 (audited) Net Loss $ (1,558,095 ) $ (25,677,813 ) $ (27,235,908 ) Change in fair value of warrant liability $ $ 18,896,400 $ 18,896,400 Initial classification of warrant liability $ $ 34,697,600 $ 34,697,600 Change in fair value of FPA Liability $ $ 3,875,000 $ 3,875,000 Initial classification of FPA liability $ $ 350,000 $ 350,000 Transaction Costs $ $ 1,322,813 $ 1,322,813 Initial classification of common stock subject to redemption $ 395,946,830 $ (35,047,600 ) $ 360,899,230 Change in value of common stock subject to possible redemption $ (1,553,110 ) $ (22,771,400 ) $ (24,324,510 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Business description and accounting policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Amended and Restated Annual Report on Form 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Warrant and FPA Liabilities The Company accounts for the Warrants and FPA (as defined below) in accordance with the guidance contained in ASC 815-40, re-measurement Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, there are 34,693,585 and 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets, respectively. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $143,000, which had a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class 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): Three Months For the Period from 2021 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 47,151 $ — Income and Franchise Tax (47,151 ) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 — Basic and diluted net income per share, Class A $ — $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) 10,361,129 (1,000 ) Lees: Redeemable Net Earnings $ — $ — Non-Redeemable 10,361,129 $ (1,000 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 7,500,000 Basic and diluted net loss per share, Class B $ 1.00 $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company 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. Warrant and FPA Liabilities The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs 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 (As Restated) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (27,235,908 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable Net Loss $ (27,273,791 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 10,350,000 Basic and diluted net loss per share, Class B $ (2.64 ) Concentration of Credit Risk Financial instruments 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. | |
Groop Internet Platform Inc [Member] | |||
Significant Accounting Policies | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). a. Basis of presentation: The unaudited consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2020, have been applied consistently in these unaudited consolidated financial statements, unless otherwise stated. b. Use of estimates: The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. c. Impact of recently issued accounting standards: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In February 2016, the FASB issued ASU 2016-02, right-to-use 2016-02 non-public The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. Operating leases are included in operating lease right-of-use The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes. d. Revenue recognition: The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one The Company provides these services directly to individuals through a subscription plan. The Company also contracts with health plans and other enterprises to provide its services to individuals who are qualified to receive access to the Company’s services through the Company’s commercial arrangements. The following table presents the Company’s revenues disaggregated by revenue source: Three months ended March 31, 2021 2020 Revenues from sales to unaffiliated customers: Consumers $ 18,564 $ 9,759 Commercial 8,593 1,361 Total $ 27,157 $ 11,120 | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). a. Use of estimates: The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: Most of the Company’s revenues and costs are denominated in United States dollar (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated been re-measured into the re-measured monetary c. Principles of consolidation: The consolidated financial statements include the accounts of Groop Internet Platform Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash and cash equivalents: Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less at acquisition. e. Restricted long-term bank deposit: Restricted long-term bank deposit with maturities of more than one year represents a deposit for an office lease. Such deposit is stated at cost which approximates fair value. f. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers 33 Electronic equipment 15 g. Business combination: The Company accounts for business combinations in accordance with ASC No. 805, “Business Combinations” (“ASC No. 805”). ASC No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquisition related costs are expensed to the statement of operations in the period incurred. h. Goodwill and other intangible assets: Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and tested for impairment at least on an annual basis, in the fourth quarter of the fiscal year. The goodwill impairment test is performed according to the following principles: 1. An initial qualitative assessment may be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. 2. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying mount, a quantitative fair value test is performed. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized. The Company has not recorded any impairment charges of goodwill during the year ended December 31, 2020. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life (see Note 4). i. Impairment of long-lived assets and intangible assets subject to amortization:: Property and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2020 and 2019, no impairment losses were recorded. j. Revenue recognition: The Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers”. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. A contract with a customer exists only when the parties to the contract have approved it and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”), the Company can determine the transaction price for the services to be transferred, the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the services that will be transferred to the customer. The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one therapy delivered via messaging, audio and video. Individuals access the Company’s services through the Company’s website or mobile app. Revenues are recognized when the Company satisfies its performance obligation to perform its defined contractual obligations to provide virtual behavioral healthcare services. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service rendered. The Company provides its services directly to individuals, enterprises and health insurance organizations. Subscription fees that derived from individuals are prepaid and recognized as services over the subscription period. The Company contracts with enterprises to provide access to its therapist platform for their employees, based on a per-member-per-month access fee model. Revenues from access fees are recognized ratably over the contractual term period. The Company also contracts with health insurance organizations to provide its therapy services to their eligible insured members. Revenue is recognized at a point in time, as virtual therapy session is rendered. The Company elected to use the practical expedient and recognize the incremental costs of obtaining contracts as an expense since the amortization period of the assets that the Company otherwise would have recognized is one year or less. Similarly, the Company does not disclose the value of unsatisfied performance obligations since the original expected duration of the contracts is one year or less. The Company records contract liabilities as deferred revenues, when it receives payments from customers before performance obligations have been performed and satisfied. The Company recognizes deferred revenues as revenues in the comprehensive loss statement once performance obligations have been performed and satisfied. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The Company anticipates that it will satisfy all of its performance obligation associated with the deferred revenue within the prospective fiscal year. The following table presents the Company’s revenues disaggregated by revenue source: Year ended 2020 2019 Revenues from sales to unaffiliated customers: Consumers $ 61,586 $ 35,438 Commercial 14,604 2,740 Total $ 76,190 $ 38,178 k. Cost of revenues: Cost of revenues consists of therapist payments and costs for cloud-based hosting and managing. l. Research and development expenses: Research and development expenses are primarily the costs of the Company’s research and development personnel and other platform development related expenses. Research and development expenses are charged to expenses as incurred. Software development expenses also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services. These software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Development costs that meet the criteria for capitalization were not material to date. m. Clinical operations expenses: Clinical operations expenses are associated with the Company’s network of therapists, such costs consist of recruiting, credentialing, onboarding, training, and performing ongoing quality assurance activities on the platform. n. Concentrations of credit risks: Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The majority of the Company’s cash and cash equivalents are maintained in U.S. dollar. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. Although the Company deposits its cash with multiple financial institutions in U.S. its deposits, at times, may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets. The Company’s accounts receivable are derived from sales to customers in the United States. Concentration of credit risk with respect to accounts receivable is limited by credit limits, ongoing credit evaluation and account monitoring procedures. Accounts receivable are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit loss. The allowance for credit loss is based on the Company’s assessment of historical collection experience, customer creditworthiness, current and future economic condition and market condition. The Company regularly reviews the adequacy of the allowance for credit loss based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for credit loss when identified. The allowance of credit loss was not material for the periods presented. No single customer represented 10% or more of total revenue during the years ended December 31, 2020 and 2019. As of December 31, 2020, one customer represents 26.56% of the accounts receivable balance, as of December 31, 2020. As of December 31, 2019, three customers represent 25.7%, 12.57% and 10.82% of the accounts receivable balance, as of December 31, 2019. o. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate model for determining the fair value for its stock options awards. The option-pricing model requires a number of assumptions, the most significant of which are the value of the Company’s common shares, the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical stock price movements of similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options. The expected term of options granted is calculated using the simplified method for “plain vanilla” stock options awards. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. The Company has historically not paid dividends and has no plans to pay dividends in the foreseeable future. The grant-date fair market value of the common shares underlying stock options has historically been determined by management with the assistance of third-party valuation specialists and approved by the Company’s board of directors. Because there has been no public market for the Company’s common shares, the Board of Directors exercises reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which include important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred shares, the rights, preferences and privileges of the Company’s convertible preferred shares relative to those of the Company’s common shares, actual operating results, financial performance and the lack of marketability of the Company’s common shares. The fair value for options granted in 2020 and 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions: 2020 2019 Dividend yield 0% 0% Expected volatility 53.96%-66.55% 59.81%-64.61% Risk-free interest rate 0.25%-1.45% 1.59%-2.41% Expected term (years) 5.27-6.08 6.02-6.08 p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1: Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. q. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined for temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accrues interest related to unrecognized tax benefits on its taxes on income. ASC 740 contains a two-step approach As of December 31, 2020 and 2019, the Company did not record any provision for uncertain tax positions. r. Basic and diluted loss per share: The Company computes net loss per share using the two-class method The two-class method a pro-rata basis The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method s. Advertising expenses: Advertising costs are expensed when incurred and are included in selling and marketing expenses in the accompanying consolidated statements of comprehensive loss. Advertising expenses include all campaigns to the Company’s platform and amounted to $31,534 and $18,915 for the years ended December 31, 2020 and 2019, respectively. t. Impact of recently adopted accounting standards: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. The Company adopted the standard beginning January 1, 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements and related disclosures. The Consolidated Financial Statements for the year ended December 31, 2020 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amended guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amended guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, and an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. The Company adopted this standard prospectively effective January 1, 2020. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. u. Recently issued accounting pronouncements not yet adopted: In February 2016, the FASB issued ASU 2016-02, right-to-use ASU 2019-10 2016-02 non-public |
Public Offering
Public Offering | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Public Offering [Abstract] | ||
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 5,400,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half | NOTE 4 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 Placement | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Private Placement Warrants for an aggregate purchase price of $10,280,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | NOTE 5 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. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | |
Acquisition | NOTE 3: ACQUISITION On November 1, 2020, the Company completed an acquisition of the operation of Lasting, an app-based non-competition In addition, the Company incurred acquisition-related costs in a total amount of $177. Acquisition-related costs include legal, accounting, consulting fees and other external costs directly related to the acquisition. Purchase price allocation: Under business combination accounting principles, the total purchase price was allocated to Lasting’s intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the identifiable intangible assets was recorded as goodwill. The purchase price allocation for the acquisition has been determined at the follows: Fair value Amortization Intangible assets: Technology $ 3,201 7.17 Customer relationship 1,350 1.33 Goodwill 6,134 infinite Total purchase price $ 10,685 In performing the purchase price allocation, the Company considered, among other factors, analysis of historical financial performance, the best use of the acquired assets and estimates of future performance of Lasting’s operations. In its allocation, applying the income approach, the Company determined the fair values of the Lasting technology and the non-competition Pro forma results of operations related to this acquisition have not been prepared because they are not material to the Company’s consolidated statements of operations. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | |
Intangible Assets, Net | NOTE 4: INTANGIBLE ASSETS, NET a. Intangible assets are comprised of the following: Year ended December 31, 2020 2019 Intangible assets with finite lives: Acquired technology $ 3,201 $ — Customer relationship 1,350 — Non-Competition 939 — 5,490 $ — Accumulated amortization: Acquired technology 75 — Customer relationship 170 — Non-Competition 50 — 295 — Intangible assets, net $ 5,195 $ — Amortization expenses for the year ended December 31, 2020 was $295. b. Future amortization expenses for the years ending: December 31, 2021 $ 1,759 2022 907 2023 743 2024 446 2025 and thereafter 1,340 $ 5,195 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On May 20, 2020, the Sponsor transferred 25,000 Founder Shares to Amy Schulman, a director, and on June 3, 2020 the Sponsor transferred 25,000 shares to Thelma Duggin, a director, resulting in the Sponsor holding an aggregate of 8,575,000 Founder Shares. On June 8, 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting an aggregate of 10,350,000 Founder Shares issued and outstanding, of which 10,300,000 Founder Shares are held by the Sponsor and 50,000 Founder Shares are held by the directors. All share and per-share 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 March 31, 2021, $2,586 was outstanding. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2021, the Company incurred $30,000. As of March 31, 2021 and December 31, 2020, $100,000 and $70,000, respectively, is included in accrued expenses in the accompanying condensed consolidated balance sheets. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “FPA”) with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master has committed to purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and one-half In connection with the signing of the Merger Agreement, the Company and HEC Master amended the Forward Purchase Agreement. Pursuant to the First Amendment to the Forward Purchase Agreement, dated January 12, 2021, HEC Master’s purchase obligations were amended such that HEC Master is obligated to purchase 2,500,000 Forward Purchase Units and backstop up to $25,000,000 of redemptions by HEC stockholders through the purchase of additional Forward Purchase Units, in each case valued at $10.00 per Forward Purchase Unit, in a private placement that will close concurrently with the closing of the Business Combination. | NOTE 6 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 Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 8, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the period from February 6, 2020 (inception) through December 31, 2020, the Company incurred $70,000 in fees for these services. As of December 31, 2020, $70,000 is included in accrued expenses in the accompanying balance sheet. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “FPA”) with one-half commitment under the FPA will Pursuant to the terms of the FPA In connection with the signing of the Merger Agreement, the Company and HEC Master amended the FPA |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies | NOTE 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 stockholders demand letter against the Company and members of the Company’s board. In each case, the stockholders allege a variety of disclosure deficiencies in its proxy statement/prospectus and seek disclosures of additional information. The alleged omissions generally relate to (i) certain financial projections; (ii) certain valuation analyses performed by the Company and (iii) alleged conflicts of interest. Plaintiffs seek to enjoin the forthcoming shareholder vote on the Mergers unless and until the Company discloses the allegedly omitted material information summarized above. The plaintiffs also seek damages and attorneys’ fees. The Company cannot predict the outcome of the lawsuits or demand letter or any others that might be filed subsequent to the date of the filing of its proxy statement/prospectus, nor can the Company predict the amount of time and expense that will be required to resolve the lawsuits and demand letter. The Company believes that the lawsuits and demand letter are without merit and intends to vigorously defend against them. | NOTE 7 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 an d (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. | |
Groop Internet Platform Inc [Member] | |||
Commitments and Contingencies | NOTE 5:- COMMITMENTS AND CONTINGENT LIABILITIES a. Litigation: From time to time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. It is the opinion of management the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. b. Warranties and Indemnification The Company’s arrangements generally include certain provisions for indemnifying Clients against liabilities if there is a breach of a Client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. | NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES a. Lease commitments: The Company’s Israeli subsidiary leases its operating facilities under a non-cancelable Rent expenses under the operating leases for the years ended December 31, 2020 and 2019 were $494 and $591, respectively. b. Litigation: From time to time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. It is the opinion of management the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. c. 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. |
Convertible Preferred Stock And
Convertible Preferred Stock And Stockholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | ||
Convertible Preferred Stock | NOTE 6:- CONVERTIBLE PREFERRED STOCK Convertible preferred stock Convertible preferred stock consists of the following: March 31, 2021 and December 31, 2020 Issue Shares Shares Net Aggregate Seed $ 0.3275 3,435,000 3,434,999 $ 1,112 $ 1,125 Seed-1 0.3036 7,812,250 7,812,248 2,340 2,372 Seed-2 0.3624 3,311,260 3,311,260 1,150 1,200 Series A 0.5842 16,014,920 16,014,920 9,316 9,356 Series B 1.0413 14,741,184 14,405,065 14,934 15,000 Series C 1.5839 19,761,349 19,761,349 31,226 31,300 Series D 2.7515 19,313,201 18,655,974 51,204 51,332 Total 84,389,164 83,395,815 $ 111,282 $ 111,685 | NOTE 7: CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Convertible preferred stock Convertible preferred stock consists of the following: December 31, 2020 and 2019 Issue Shares Shares Net Aggregate Seed $ 0.3275 3,435,000 3,434,999 $ 1,112 $ 1,125 Seed-1 0.3036 7,812,250 7,812,248 2,340 2,372 Seed-2 0.3624 3,311,260 3,311,260 1,150 1,200 Series A 0.5842 16,014,920 16,014,920 9,316 9,356 Series B 1.0413 14,741,184 14,405,065 14,934 15,000 Series C 1.5839 19,761,349 19,761,349 31,226 31,300 Series D 2.7515 19,313,201 18,655,974 51,204 51,332 Total 84,389,164 83,395,815 $ 111,282 $ 111,685 On May 15, 2019 the Company entered into a series D convertible preferred stock purchase agreement, with certain existing and new investors. Pursuant to which the Company issued a total amount of 18,655,974 series D preferred Shares of $0.001 par value each, at a total consideration of $51,204 (net of issuance expenses of $128). During 2019, certain common stockholders (including employees or former employees) sold the Company’s common stock in secondary market transactions to new and existing investors of the Company. 4,600,863 common stock were sold for an aggregate consideration of $11,394 at a price of $2.48 per share. The incremental value between the sale price and the fair value of the common stock at each date of sale resulted in stock-based compensation expense recorded under operating expenses in the amount of $2,621 for the year ended December 31, 2019. The holders of convertible preferred stock have various rights and preferences, including the following: Liquidation Rights In the event of any liquidation event, either voluntary or involuntary, or Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), the holders of Series Seed-1 Seed-2 Series Seed-1 Series Seed-2 If upon the liquidation event (or Deemed Liquidation Event), the assets to be distributed among the holders of the Senior Preferred Stock are insufficient to permit the payment to such holders of the full Senior Preferred Preference for their shares, then the holders of shares of Senior Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid the full preferential amount. If upon the liquidation event (or Deemed Liquidation Event), the assets to be distributed among the holders of the Series Seed Preferred Stock are insufficient to permit the payment to such holders of the full Series Seed Preference for their shares, then the holders of shares of Series Seed Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts, which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid the full preferential amount. After the payment to the holders of preferred stock of the full preferential amounts specified above, any remaining assets of the Company shall be distributed pro rata among the holders of Common Stock. Optional Conversion Rights Shares of any series of preferred stock shall be convertible, at the option of the holder thereof and without payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable Automatic Conversion Each share of preferred stock shall automatically be converted into shares of Common Stock at the then effective conversion price for such share immediately upon either (i) the closing of the sale of shares of Common Stock to the public at a price of at least $4.8151 per share (before deduction of the underwriting discount and commissions and subject to appropriate adjustments), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000 of proceeds, before deduction of the underwriting discount and commissions, to the Company, (ii) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that is approved by the holders of at least a majority of the then outstanding shares of Senior Preferred Stock, which shall include the holders of 55% of the outstanding shares of Series D Preferred Stock, or (iii) the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of Senior Preferred Stock, voting together as a single class and on an as-converted Dividend Rights Holders of any series of Senior Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors, noncumulative dividends at the rate per annum of 6% of the applicable original issue price per share from and after the applicable date of issuance of such shares, for such shares of such series of Senior Preferred Stock, on a pari passu basis with each holder of Senior Preferred Stock and in preference to any dividend on Series Seed Preferred Stock and Common Stock. Following satisfaction of the foregoing preference in respect of Senior Preferred Stock, holders of Series Seed Preferred Stock shall be entitled to receive, when, as and if declared by the Board, noncumulative dividends at the rate per annum of 6% of the original issue price per share of Series Seed Preferred Stock from and after August 8, 2013, for such shares of Series Seed Preferred Stock. After satisfaction of the foregoing dividend preferences, any remaining dividends shall be distributed to all holders of Common Stock on a pro-rata as-if Voting Rights Each holder of preferred stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of preferred stock held by such holder could then be converted as of the record date for determining stockholders entitled to vote on such matter. The holders of record the shares of Series A Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record the shares of Series B Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record the shares of Series C Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record the shares of Series D Preferred Stock, exclusively and as a single class, shall be entitled to elect one director of the Company. The holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect two directors of the Company. The holders of record of the shares of Common Stock and Preferred Stock, exclusively and voting as a single class, shall be entitled to elect any remaining directors of the Company. Redemption Rights The preferred stock is not redeemable at the option of the Company or any holder or holders thereof. The preferred stock is contingently redeemable if the Company does not effect a dissolution of the Company after the occurrence of certain events constituting a Deemed Liquidation Event. Common stock Common stock-holders have equal rights including voting rights and rights to dividends. The shares confer upon their holders the right to receive, upon the winding up of the Company, a sum equal to their nominal value, and certain other rights, all as are specified in the Company’s Amended and Restated Certificate of Incorporation. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — 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 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 • 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 Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable | NOTE 8 Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 7,742,528 shares of Class A common stock issued or outstanding, excluding 33,657,472 shares of Class A common stock subject to possible redemption. Class B Common Stock — 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 |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | ||
Equity Incentive Plan | NOTE 7:- EQUITY INCENTIVE PLAN The Company adopted the Groop Internet Platform Inc. 2014 Global Share Incentive Plan (the “Option Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. As of March 31, 2021, 201,427 common shares are reserved for issuance under the Option Plan, as amended. The Option Plan is administered by the Company’s board of directors (the “Plan Administrator”). The Plan Administrator determines the exercise price and vesting schedules for stock options granted under the Option Plan on the date of grant. Stock option grants generally vest over a four-year period and generally have contractual terms of ten years. A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows: Three months ended March 31, 2021 Number of Weighted Weighted Aggregate Outstanding at the beginning of the period 18,097,815 0.80 6.76 134,094 Granted 743,156 8.21 Exercised (603,914 ) 1.32 Forfeited (45,537 ) 1.33 Outstanding at the end of the period 18,191,520 1.08 6.57 178,736 Exercisable at the end of the period 11,847,077 0.56 5.40 122,569 The weighted average grant date fair value of stock options granted to employees during the periods ended March 31, 2021 and 2020 was $7 and $0.73 per share, respectively. The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss: Three months March 31, 2021 2020 Research and development $ 172 $ 29 Clinical Operations 71 4 Sales and Marketing 877 165 General and administrative 393 203 Total stock-based compensation expense $ 1,513 $ 401 As of March 31, 2021, there was $12,545 of total unrecognized compensation cost related to non-vested Warrants to financial institutions As of March 31, 2021, there were 60,000 outstanding warrants to purchase the Company’s common stock for a price of $0.44 per share. These warrants were issued in 2017 and will expire in 2027. As of March 31, 2021, there were 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $2.75 per share. These warrants were issued in 2019 and will expire in 2029. The Company accounted for these warrants as a liability at fair value. The fair value of the warrants as of March 31, 2021 amounted to $609. For warrant issued in respect of the Credit Agreement, refer to Note 4. | NOTE 8: EQUITY INCENTIVE PLAN The Company adopted the Groop Internet Platform Inc. 2014 Global Share Incentive Plan (the “Option Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. As of December 31, 2020, 889,046 common shares are reserved for issuance under the Option Plan, as amended. The Option Plan is administered by the Company’s board of directors (the “Plan Administrator”). The Plan Administrator determines the exercise price and vesting schedules for stock options granted under the Option Plan on the date of grant. Stock option grants generally vest over a four-year period and generally have contractual terms of ten years. A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows: Year ended December 31, 2020 Number of Weighted Weighted Aggregate Outstanding at beginning of year 13,841,065 0.61 7.37 10,655 Granted 5,152,687 1.37 Exercised (167,315 ) 0.56 Forfeited (728,622 ) 1.22 Outstanding at end of year 18,097,815 0.80 6.76 134,094 Exercisable at end of year 11,161,876 0.52 5.51 85,856 The weighted-average grant-date fair value of stock options granted to employees during the years ended December 31, 2020 and 2019, was $1.92 and $0.78 per share, respectively. The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss: Year ended December 31, 2020 2019 Research and development $ 229 $ 768 Clinical Operations 102 401 Sales and Marketing 1,568 182 General and administrative 1,078 2,053 Total stock-based compensation expense $ 2,977 $ 3,404 As of December 31, 2020, there was $9,337 of total unrecognized compensation cost related to non-vested Warrants to financial institutions As of December 31, 2020, there were 60,000 outstanding warrants to purchase the Company’s common stock for a price of $0.44 per share. These warrants were issued in 2017 and will expire in 2027. As of December 31, 2020, there were 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $2.75 per share. These warrants were issued in 2019 and will expire in 2029. The Company accounted for the warrants as a liability at fair value. The fair value of the warrants as of December 31, 2020 amounted to $444. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable To Common Stockholders | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | ||
Net Loss Per Share Attributable To Common Stockholders | NOTE 8:- NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three months ended March 31, 2021 2020 Numerator: Net loss $ 12,738 $ 7,900 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 12,134,482 11,728,768 Net loss per share attributable to common stockholders, basic and diluted $ 1.05 $ 0.67 The following were excluded from the calculation of diluted loss per share since it would have an anti-dilutive effect: 83,395,815 shares of convertible preferred stock, 18,191,520 stock options, 60,000 warrants to the Company’s common stock and 50,881 warrants to the Company’s series D convertible preferred stock. | NOTE 9: NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Year ended December 31, 2020 2019 Numerator: Net loss $ 22,370 $ 29,086 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,779,604 11,219,242 Net loss per share attributable to common stockholders, basic and diluted $ 1.9 $ 2.59 The following were excluded from the calculation of diluted loss per share since it would have an anti-dilutive effect: 83,395,815 shares of convertible preferred stock, 18,097,815 stock options, 60,000 warrants to the Company’s common stock and 50,881 warrants to the Company’s series D convertible preferred stock. |
Income Tax
Income Tax | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Income Tax | NOTE 9 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 fair value of Warrants (14.6 )% Change in fair value of FPA (3.0 )% Initial classification of FPA (0.3 )% Compensation expense (1.0 )% Transaction costs (1.0 )% Change in valuation allowance (1.2 )% Income tax provision (0.1 )% The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. | ||
Groop Internet Platform Inc [Member] | |||
Income Tax | NOTE 9:- TAXES ON INCOME As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not more-likely-than-not The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. | NOTE 10: TAXES ON INCOME a. Domestic: Groop Internet Platform Inc., together with its U.S. subsidiary, is taxed under the tax laws of the United States and the statutory enacted corporate income tax rate for the years ended December 31, 2020 and 2019 is approximately 21%. As of December 31, 2020, the Company has U.S. federal and state tax loss carry-forward of approximately $97,000 and $105,000, respectively, which if unused will begin to expire 2032. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. b. Israeli taxation: Taxable income is subject to a 23% Israeli corporate tax rate in 2020 and 2019. c. Deferred taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets consist of operating loss carryforwards and other temporary differences. The components of the net deferred tax assets are as follows: Year ended December 31, 2020 2019 Net operating loss carryforwards $ 25,778 $ 22,679 Other temporary differences 1,297 6 Total gross deferred tax assets 27,075 22,685 Valuation allowance (27,075 ) (22,685 ) Total deferred tax assets $ — $ — d. Loss (income) before taxes is comprised as follows: Year ended December 31, 2020 2019 Domestic $ 22,415 $ 29,127 Foreign (69 ) (49 ) $ 22,346 $ 29,078 e. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year ended December 31, 2020 2019 Loss before income taxes $ 22,346 $ 29,078 Statutory tax rate 21 % 21 % Theoretical tax benefit 4,692 6,106 Increase (decrease) in effective tax rate due to: State taxes, net of federal benefit 1,106 1,508 Permanent differences (586 ) (591 ) Valuation allowance (4,390 ) (7,015 ) Other (95 ) — Actual income taxes $ — $ 8 f. Tax assessments: The US entity has not received final tax assessments since its incorporation. The Israeli subsidiary tax assessments filed by the Company through the 2014 are considered final. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At March 31, 2021, assets held in the Trust Account were comprised of $414,275,432 in money market funds, which are invested in U.S. Treasury Securities. At December 31, 2020, assets held in the trust account were comprised of $575 in money market funds and $414,232,051 in U.S. Treasury Bills. During the three months ended March 31, 2021 and the year ended December 31, 2020, the Company did not withdraw any interest income from the trust account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value March 31, 2021 Money market funds 1 N/A N/A $ 414,275,432 December 31, 2020 U.S. Treasury Securities (Mature on 1/28/2021) 1 $ 414,228,281 $ 4,345 $ 414,232,626 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level March 31, 2021 December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 17,990,000 $ 35,604,000 Warrant Liability – Private Placement Warrants 3 $ 15,111,600 $ 17,990,000 FPA Liability 3 $ 1,650,000 $ 4,225,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Warrants are measured at fair value on a recurring basis. The Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Total Fair value as of January 1, 2021 $ 17,990,000 $ 35,604,000 $ 53,594,000 Change in fair value (2,878,400 ) (5,589,000 ) (8,467,400 ) Fair value as of March 31, 2021 $ 15,111,600 $ 30,015,000 $ 45,126,600 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from June 11, 2020 through December 31, 2020 was $34,697,600, when the Public Warrants were separately listed and traded. There were no transfers between levels for the three months ended March 31, 2021. The following table presents the changes in the fair value of FPA liability: Private Fair value as of January 1, 2021 $ 4,225,000 Change in fair value (2,575,000 ) Fair value as of March 31, 2021 $ 1,650,000 | NOTE 10. FAIR 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 Held-to-maturity Held-to-maturity 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. Level December 31, Assets: Marketable securities held in Trust Account 1 $ 414,228,281 Liabilities: Warrant Liability – Public Warrants 1 $ 35,604,000 Warrant Liability – Private Placement Warrants 3 $ 17,990,000 FPA Liability 3 $ 4,225,000 The Warrants and FPA were accounted for as liabilities in accordance with ASC 815-40. Initial Measurement The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants are the expected volatility of our common stock and our stock price. The expected volatility of our common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. Our stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of our outstanding units. The Public Warrants were valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants are the expected volatility of our common stock and our stock price. The expected volatility of our common stock was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. Our stock price was determined based on an iterative procedure that matched the estimated value of the common stock and fractional warrant price to equate to the observed price of our outstanding units. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of February 6, 2020 (inception) $ — $ — $ — Initial measurement on June 11, 2020 10,280,000 20,700,000 34,697,600 Change in fair value 6,476,400 12,420,000 18,896,400 Fair value as of December 31, 2020 $ 17,990,000 $ 35,604,000 $ 53,594,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from June 11, 2020 through December 31, 2020 was 34,697,600 , when the Public Warrants were separately listed and traded . The following table presents the changes in the fair value of FPA liability: Private Fair value as of February 6, 2020 (inception) $ — Initial measurement on June 11, 2020 350,000 Change in fair value 3,875,000 Fair value as of December 31, 2020 $ 4,225,000 The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities ) 1 $ 414,228,281 $ 4,345 $ 414,232,626 | |
Groop Internet Platform Inc [Member] | |||
Fair Value Measurements | NOTE 3:- FAIR VALUE MEASUREMENT The Company measures its warrants liability at fair value on a recurring basis and classifies such as Level 3. The inputs related to the Company’s share prices were determined based on management’s assumptions and based on the Option Pricing Model (“OPM”). The fair value of the underlying preferred share price was determined by the board of directors, considering among others, a third-party valuation. The warrant liability fair value measurement as of March 31, 2021 and December 31, 2020 was $609 and $444, respectively. | NOTE 5: FAIR VALUE MEASUREMENT The Company measures its warrants liability at fair value on a recurring basis and classifies such as Level 3. The inputs related to the Company’s share prices were determined based on management’s assumptions and based on the Option Pricing Model (“OPM”). The fair value of the underlying preferred share price was determined by the board of directors, considering among others, a third-party valuation. The warrant liability fair value measurement as of December 31, 2020 and 2019 was $444 and $98, respectively. Revaluation of the fair value of warrants amounted to $346 in the year ended December 31, 2020. |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2021 | |
Groop Internet Platform Inc [Member] | |
Borrowing Arrangements | NOTE 4:- BORROWING ARRANGEMENTS On March 15, 2021, the Company entered into a credit and security agreement (the “Credit Agreement”) by and among, the Company and Talkspace Network LLC, as borrowers (each and collectively, jointly and severally, “Borrower”) and JPMorgan Chase Bank, N.A. and the other loan parties party thereto to provide Borrower with a term loan of up to $15,000, which is available to be drawn in a period of twelve months. The term loan will be required to be repaid within thirty-six Under the Credit Agreement, Borrower is required to maintain a minimum 85% of the net revenue disclosed in the annual projections. The loans bear interest at a per annum rate equal to (x) in respect of each term loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 4.75%, and (y) in respect of each revolving loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 3.75%. “Applicable Margin” is (x) in respect of each term loan, 1.50% per annum and (y) in respect of each revolving loan, 0.50% per annum. As of March 31, 2021, the Company did not have any outstanding borrowings under the Credit Agreement. On May 7, 2021, the Company borrowed $6,000 under the Credit Agreement to provide for additional liquidity. Following the May 7, 2021 borrowing, the Company had a remaining borrowing capacity of $14,000 under the Credit Agreement. In accordance with the Credit Agreement entered into on March 15, 2021, the Company issued a warrant (the “Warrant”) to JPMorgan Chase Bank, N.A. to purchase 114,454 shares at an exercise price of $0.01 per share in the case that, prior to June 30, 2021, the Company has neither (i) closed the Mergers nor (ii) received net proceeds of at least twenty million dollars ($20,000) in connection with the issuance of additional equity interests. If the Company either closes the Mergers or receives such net proceeds from an equity issuance prior to June 30, 2021, the Warrant will be exercisable for zero shares and will automatically terminate. Otherwise, the Warrant will be exercisable until March 15, 2031 unless earlier terminated by the lender. During the three months ended March 31, 2021, the Company recorded $125 in additional paid-in During the three months ended March 31, 2021, the Company recorded debt issuance costs of $175 which comprised of $50 in upfront fees and $125 for the issued warrant. These costs will be amortized over the term of the Credit Agreement. The upfront fees were included in accrued expenses as of March 31, 2021. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | |
Employee Benefit Plan | NOTE 11: EMPLOYEE BENEFIT PLAN The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100% of eligible employee’s elective deferral up to 4% of eligible earnings. The Company made matching contributions to participants’ accounts totaling $319 and $264 during the years ended December 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11 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. | |
Groop Internet Platform Inc [Member] | |||
Subsequent Events | NOTE 12: SUBSEQUENT EVENTS a. On January 12, 2021, the Company, Hudson Executive Investment Corp. (“HEIC”), a special purpose acquisition company sponsored by Hudson Executive Capital LP, Tailwind Merger Sub I, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of HEIC, and Tailwind Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of HEIC, entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which (1) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger, and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Company will be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of HEIC. Upon closing of the Mergers, HEIC will change its name to Talkspace, Inc. Talkspace, Inc.’s common stock and warrants are expected to be listed on the Nasdaq under the symbols “TALK” and “TALKW,” respectively. The transaction values the Company at an initial enterprise value of $1,400,000 and will provide Talkspace, Inc. with $250,000 of cash, to be used as growth capital. The Mergers will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEIC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Mergers will be treated as the equivalent of the Company issuing stock for the net assets of HEIC, accompanied by a recapitalization. The net assets of HEIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Mergers will be those of the Company. The closing of the Mergers is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement. b. On March 15, 2021, the Company entered into a credit and security agreement (the “Credit Agreement) by and among, the Company and Talkspace Network LLC, as borrowers (each and collectively, jointly and severally, “Borrower”) and JPMorgan Chase Bank, N.A. and the other loan parties party thereto to provide Borrower with a term loan of up to $15,000, which is available to be drawn in a period of twelve months. The term loan will be required to be repaid within thirty-six months, beginning twelve months from the effective date of the Credit Agreement. In addition, under the Credit Agreement Borrower was provided with a credit line of up to $5,000, available for a period of two years from the effective date of the Credit Agreement. Under the Credit Agreement, Borrower is required to maintain a minimum 85% of the net revenue disclosed in the annual projections. The loans bear interest at a per annum rate equal to (x) in respect of each term loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 4.75%, and (y) in respect of each revolving loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 3.75%. “Applicable Margin” is (x) in respect of each term loan, 1.50% per annum and (y) in respect of each revolving loan, 0.50% per annum. In accordance with the Credit Agreement entered into on March 15, 2021, the Company issued a warrant (the “Warrant”) to JPMorgan Chase Bank, N.A. to purchase 114,454 shares at an exercise price of $0.01 per share in the case that, prior to June 30, 2021, the Company has neither (i) closed the Mergers nor (ii) received net proceeds of at least twenty million dollars ($20,000) in connection with the issuance of additional equity interests. If the Company either closes the Mergers or receives such net proceeds from an equity issuance prior to June 30, 2021, the Warrant will be exercisable for zero shares and will automatically terminate. Otherwise, the Warrant will be exercisable until March 15, 2031 unless earlier terminated by the lender. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Amended and Restated Annual Report on Form 10-K | Basis of Presentation 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”). | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Emerging Growth Company | 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 | 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 | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | 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 | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | 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. | |
Warrant and FPA Liabilities | Warrant and FPA Liabilities The Company accounts for the Warrants and FPA (as defined below) in accordance with the guidance contained in ASC 815-40, re-measurement | Warrant and FPA Liabilities The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, there are 34,693,585 and 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets, respectively. | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 33,657,472 shares of Class A common stock subject to possible redemption presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Offering Costs | Offering Costs 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 | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $143,000, which had a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | 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 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): Three Months For the Period from 2021 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 47,151 $ — Income and Franchise Tax (47,151 ) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 — Basic and diluted net income per share, Class A $ — $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) 10,361,129 (1,000 ) Lees: Redeemable Net Earnings $ — $ — Non-Redeemable 10,361,129 $ (1,000 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 7,500,000 Basic and diluted net loss per share, Class B $ 1.00 $ 0.00 | Net Income (Loss) per Common Share 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 (As Restated) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (27,235,908 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable Net Loss $ (27,273,791 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 10,350,000 Basic and diluted net loss per share, Class B $ (2.64 ) | |
Concentration of Credit Risk | 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. | 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 | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. | 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 | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Concentrations of credit risks | Concentration of Credit Risk 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. | 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. | |
Fair value of financial instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. | |
Basic and diluted loss per share | Net Income (Loss) per Common Share 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): Three Months For the Period from 2021 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 47,151 $ — Income and Franchise Tax (47,151 ) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 — Basic and diluted net income per share, Class A $ — $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) 10,361,129 (1,000 ) Lees: Redeemable Net Earnings $ — $ — Non-Redeemable 10,361,129 $ (1,000 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 7,500,000 Basic and diluted net loss per share, Class B $ 1.00 $ 0.00 | Net Income (Loss) per Common Share 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 (As Restated) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (27,235,908 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable Net Loss $ (27,273,791 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 10,350,000 Basic and diluted net loss per share, Class B $ (2.64 ) | |
Recently issued accounting pronouncements not yet adopted | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Groop Internet Platform Inc [Member] | |||
Basis of Presentation | a. Basis of presentation: The unaudited consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2020, have been applied consistently in these unaudited consolidated financial statements, unless otherwise stated. | ||
Principles of Consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of Groop Internet Platform Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. | ||
Use of Estimates | b. Use of estimates: The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | a. Use of estimates: The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | d. Cash and cash equivalents: Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less at acquisition. | ||
Income Taxes | q. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined for temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accrues interest related to unrecognized tax benefits on its taxes on income. ASC 740 contains a two-step approach As of December 31, 2020 and 2019, the Company did not record any provision for uncertain tax positions. | ||
Net Income (Loss) per Common Share | r. Basic and diluted loss per share: The Company computes net loss per share using the two-class method The two-class method a pro-rata basis The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method | ||
Concentration of Credit Risk | n. Concentrations of credit risks: Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The majority of the Company’s cash and cash equivalents are maintained in U.S. dollar. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. Although the Company deposits its cash with multiple financial institutions in U.S. its deposits, at times, may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets. The Company’s accounts receivable are derived from sales to customers in the United States. Concentration of credit risk with respect to accounts receivable is limited by credit limits, ongoing credit evaluation and account monitoring procedures. Accounts receivable are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit loss. The allowance for credit loss is based on the Company’s assessment of historical collection experience, customer creditworthiness, current and future economic condition and market condition. The Company regularly reviews the adequacy of the allowance for credit loss based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for credit loss when identified. The allowance of credit loss was not material for the periods presented. No single customer represented 10% or more of total revenue during the years ended December 31, 2020 and 2019. As of December 31, 2020, one customer represents 26.56% of the accounts receivable balance, as of December 31, 2020. As of December 31, 2019, three customers represent 25.7%, 12.57% and 10.82% of the accounts receivable balance, as of December 31, 2019. | ||
Financial Instruments | p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1: Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||
Recent Accounting Standards | u. Recently issued accounting pronouncements not yet adopted: In February 2016, the FASB issued ASU 2016-02, right-to-use ASU 2019-10 2016-02 non-public | ||
Financial statements in U.S. dollars | b. Financial statements in U.S. dollars: Most of the Company’s revenues and costs are denominated in United States dollar (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated been re-measured into the re-measured monetary | ||
Restricted long-term bank deposit | e. Restricted long-term bank deposit: Restricted long-term bank deposit with maturities of more than one year represents a deposit for an office lease. Such deposit is stated at cost which approximates fair value. | ||
Property and equipment | f. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers 33 Electronic equipment 15 | ||
Business combination | g. Business combination: The Company accounts for business combinations in accordance with ASC No. 805, “Business Combinations” (“ASC No. 805”). ASC No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquisition related costs are expensed to the statement of operations in the period incurred. | ||
Goodwill and other intangible assets | h. Goodwill and other intangible assets: Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and tested for impairment at least on an annual basis, in the fourth quarter of the fiscal year. The goodwill impairment test is performed according to the following principles: 1. An initial qualitative assessment may be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. 2. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying mount, a quantitative fair value test is performed. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized. The Company has not recorded any impairment charges of goodwill during the year ended December 31, 2020. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life (see Note 4). | ||
Impairment of long-lived assets and intangible assets subject to amortization | d. Revenue recognition: The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one The Company provides these services directly to individuals through a subscription plan. The Company also contracts with health plans and other enterprises to provide its services to individuals who are qualified to receive access to the Company’s services through the Company’s commercial arrangements. The following table presents the Company’s revenues disaggregated by revenue source: Three months ended March 31, 2021 2020 Revenues from sales to unaffiliated customers: Consumers $ 18,564 $ 9,759 Commercial 8,593 1,361 Total $ 27,157 $ 11,120 | i. Impairment of long-lived assets and intangible assets subject to amortization:: Property and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2020 and 2019, no impairment losses were recorded. | |
Revenue recognition | j. Revenue recognition: The Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers”. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. A contract with a customer exists only when the parties to the contract have approved it and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”), the Company can determine the transaction price for the services to be transferred, the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the services that will be transferred to the customer. The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists (“therapists”) with an online platform for one-on-one therapy delivered via messaging, audio and video. Individuals access the Company’s services through the Company’s website or mobile app. Revenues are recognized when the Company satisfies its performance obligation to perform its defined contractual obligations to provide virtual behavioral healthcare services. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service rendered. The Company provides its services directly to individuals, enterprises and health insurance organizations. Subscription fees that derived from individuals are prepaid and recognized as services over the subscription period. The Company contracts with enterprises to provide access to its therapist platform for their employees, based on a per-member-per-month access fee model. Revenues from access fees are recognized ratably over the contractual term period. The Company also contracts with health insurance organizations to provide its therapy services to their eligible insured members. Revenue is recognized at a point in time, as virtual therapy session is rendered. The Company elected to use the practical expedient and recognize the incremental costs of obtaining contracts as an expense since the amortization period of the assets that the Company otherwise would have recognized is one year or less. Similarly, the Company does not disclose the value of unsatisfied performance obligations since the original expected duration of the contracts is one year or less. The Company records contract liabilities as deferred revenues, when it receives payments from customers before performance obligations have been performed and satisfied. The Company recognizes deferred revenues as revenues in the comprehensive loss statement once performance obligations have been performed and satisfied. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The Company anticipates that it will satisfy all of its performance obligation associated with the deferred revenue within the prospective fiscal year. The following table presents the Company’s revenues disaggregated by revenue source: Year ended 2020 2019 Revenues from sales to unaffiliated customers: Consumers $ 61,586 $ 35,438 Commercial 14,604 2,740 Total $ 76,190 $ 38,178 | ||
Cost of revenues | k. Cost of revenues: Cost of revenues consists of therapist payments and costs for cloud-based hosting and managing. | ||
Research and development expenses | l. Research and development expenses: Research and development expenses are primarily the costs of the Company’s research and development personnel and other platform development related expenses. Research and development expenses are charged to expenses as incurred. Software development expenses also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services. These software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Development costs that meet the criteria for capitalization were not material to date. | ||
Clinical operations expenses | m. Clinical operations expenses: Clinical operations expenses are associated with the Company’s network of therapists, such costs consist of recruiting, credentialing, onboarding, training, and performing ongoing quality assurance activities on the platform. | ||
Concentrations of credit risks | n. Concentrations of credit risks: Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The majority of the Company’s cash and cash equivalents are maintained in U.S. dollar. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. Although the Company deposits its cash with multiple financial institutions in U.S. its deposits, at times, may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets. The Company’s accounts receivable are derived from sales to customers in the United States. Concentration of credit risk with respect to accounts receivable is limited by credit limits, ongoing credit evaluation and account monitoring procedures. Accounts receivable are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit loss. The allowance for credit loss is based on the Company’s assessment of historical collection experience, customer creditworthiness, current and future economic condition and market condition. The Company regularly reviews the adequacy of the allowance for credit loss based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for credit loss when identified. The allowance of credit loss was not material for the periods presented. No single customer represented 10% or more of total revenue during the years ended December 31, 2020 and 2019. As of December 31, 2020, one customer represents 26.56% of the accounts receivable balance, as of December 31, 2020. As of December 31, 2019, three customers represent 25.7%, 12.57% and 10.82% of the accounts receivable balance, as of December 31, 2019. | ||
Accounting for stock-based compensation | o. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate model for determining the fair value for its stock options awards. The option-pricing model requires a number of assumptions, the most significant of which are the value of the Company’s common shares, the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical stock price movements of similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options. The expected term of options granted is calculated using the simplified method for “plain vanilla” stock options awards. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. The Company has historically not paid dividends and has no plans to pay dividends in the foreseeable future. The grant-date fair market value of the common shares underlying stock options has historically been determined by management with the assistance of third-party valuation specialists and approved by the Company’s board of directors. Because there has been no public market for the Company’s common shares, the Board of Directors exercises reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which include important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred shares, the rights, preferences and privileges of the Company’s convertible preferred shares relative to those of the Company’s common shares, actual operating results, financial performance and the lack of marketability of the Company’s common shares. The fair value for options granted in 2020 and 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions: 2020 2019 Dividend yield 0% 0% Expected volatility 53.96%-66.55% 59.81%-64.61% Risk-free interest rate 0.25%-1.45% 1.59%-2.41% Expected term (years) 5.27-6.08 6.02-6.08 | ||
Fair value of financial instruments | p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1: Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||
Basic and diluted loss per share | r. Basic and diluted loss per share: The Company computes net loss per share using the two-class method The two-class method a pro-rata basis The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method | ||
Advertising expenses | s. Advertising expenses: Advertising costs are expensed when incurred and are included in selling and marketing expenses in the accompanying consolidated statements of comprehensive loss. Advertising expenses include all campaigns to the Company’s platform and amounted to $31,534 and $18,915 for the years ended December 31, 2020 and 2019, respectively. | ||
Impact of recently adopted accounting standards | c. Impact of recently issued accounting standards: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In February 2016, the FASB issued ASU 2016-02, right-to-use 2016-02 non-public The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. Operating leases are included in operating lease right-of-use The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes. | t. Impact of recently adopted accounting standards: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. The Company adopted the standard beginning January 1, 2020. The adoption of the standard did not have an impact on the Company’s consolidated financial statements and related disclosures. The Consolidated Financial Statements for the year ended December 31, 2020 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amended guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amended guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, and an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. The Company adopted this standard prospectively effective January 1, 2020. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. | |
Recently issued accounting pronouncements not yet adopted | u. Recently issued accounting pronouncements not yet adopted: In February 2016, the FASB issued ASU 2016-02, right-to-use ASU 2019-10 2016-02 non-public |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Restatement Of Financial Statements [Abstract] | |
Summary of restatement of financial statements | The following table reflects HEC’s balance sheet and cash flow statement as of the dates and for the periods indicated below: As Previously Adjustments As Restated Balance sheet as of June 11, 2020 (audited) Warrant Liability $ — $ 34,697,600 $ 34,697,600 FPA Liability — 350,000 350,000 Common Stock Subject to Possible Redemption 395,946,830 (35,047,600 ) 360,899,230 Class A Common Stock 181 350 531 Additional Paid-in Capital 5,003,772 2,906,063 7,909,835 Accumulated Deficit (4,984 ) (2,906,413 ) (2,911,397 ) Balance sheet as of June 30, 2020 ( un audited) Warrant Liability $ — $ 36,039,600 $ 36,039,600 FPA Liability — 675,000 675,000 Common Stock Subject to Possible Redemption 395,915,430 (36,714,600 ) 359,200,830 Class A Common Stock 181 367 548 Additional Paid-in Capital 5,035,172 4,573,046 9,608,218 Accumulated Deficit (36,385 ) (4,573,413 ) (4,609,798 ) Three Months Ended June 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (1,342,000 ) $ (1,342,000 ) Change in fair value of FPA — (325,000 ) (325,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (35,385 ) (4,573,413 ) (4,608,798 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.00 ) (0.45 ) (0.45 ) Period from February 6, 2020 (inception) to June 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (1,342,000 ) $ (1,342,000 ) Change in fair value of FPA — (325,000 ) (325,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (36,385 ) (4,573,413 ) (4,609,798 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.00 ) (0.45 ) (0.45 ) Cash Flow Statement for the Period from February 6, 2020 (inception) to June 30, 2020 (unaudited) Net Loss $ (36,385 ) $ (4,573,413 ) $ (4,609,798 ) Change in fair value of warrant liability $ $ 1,342,000 $ 1,342,000 Initial classification of warrant liability $ $ 34,697,600 $ 34,697,600 Change in fair value of FPA Liability $ $ 325,000 $ 325,000 Initial classification of FPA liability $ $ 350,000 $ 350,000 Transaction Costs $ $ 1,322,813 $ 1,322,813 Initial classification of common stock subject to redemption $ 395,946,830 $ (35,047,600 ) $ 360,899,230 Change in value of common stock subject to possible redemption $ (31,400 ) $ (1,667,000 ) $ (1,698,400 ) Balance sheet as of September 30, 2020 ( un audited) Warrant Liability $ — $ 36,659,200 $ 36,659,200 FPA Liability — 1,100,000 1,100,000 Common Stock Subject to Possible Redemption 395,905,310 (37,759,200 ) 358,146,110 Class A Common Stock 181 378 11 Additional Paid-in Capital 5,045,292 5,617,635 10,662,927 Accumulated Deficit (46,499 ) (5,618,013 ) (5,664,512 ) Three Months Ended September 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (619,600 ) $ (619,600 ) Change in fair value of FPA — (425,000 ) (425,000 ) Net loss (10,114 ) (1,044,600 ) (1,054,714 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.01 ) (0.10 ) (0.11 ) Period from February 6, 2020 (inception) to September 30, 2020 ( un audited) Change in fair value of warrant liability $ — $ (1,961,600 ) $ (1,961,600 Change in fair value of FPA — (750,000 ) (750,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (46,499 ) (5,618,013 ) (5,664,512 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.01 ) (0.54 ) (0.55 ) Cash Flow Statement for the Period from February 6, 2020 (inception) to September 30, 2020 (unaudited) Net Loss $ (46,499 ) $ (5,618,013 ) $ (5,664,512 ) Change in fair value of warrant liability $ $ 1,961,600 $ 1,961,600 Initial classification of warrant liability $ $ 34,697,600 $ 34,697,600 Change in fair value of FPA Liability $ $ 750,000 $ 750,000 Initial classification of FPA liability $ $ 350,000 $ 350,000 Transaction Costs $ $ 1,322,813 $ 1,322,813 Initial classification of common stock subject to redemption $ 395,946,830 $ (35,047,600 ) $ 360,899,230 Change in value of common stock subject to possible redemption $ (41,520 ) $ (2,711,600 ) $ (2,753,120 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 53,594,000 $ 53,594,000 FPA Liability — 4,225,000 4,225,000 Common Stock Subject to Possible Redemption 394,393,720 (57,819,000 ) 336,574,720 Class A Common Stock 196 578 774 Additional Paid-in Capital 6,556,867 25,677235 32,234,102 Accumulated Deficit (1,558,095 ) (25,677,813 ) (27,235,908 ) Period from February 6, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (18,896,400 ) $ (18,896,400 ) Change in fair value of FPA — (3,875,000 ) (3,875,000 ) Compensation expense in connection with issuance of Private Placement Warrants — (1,233,600 ) (1,233,600 ) Initial classification of FPA — (350,000 ) (350,000 ) Transaction costs attributable to Warrants — (1,322,813 ) (1,322,813 ) Net loss (1,558,095 ) (25,677,813 ) (27,235,908 ) Weighted average shares outstanding of Class B non-redeemable common stock 10,350,000 10,350,000 Basic and diluted net loss per share, Class B non-redeemable common stock (0.15 ) (2.49 ) (2.64 ) Cash Flow Statement for the Period from February 6, 2020 (inception) to December 31, 2020 (audited) Net Loss $ (1,558,095 ) $ (25,677,813 ) $ (27,235,908 ) Change in fair value of warrant liability $ $ 18,896,400 $ 18,896,400 Initial classification of warrant liability $ $ 34,697,600 $ 34,697,600 Change in fair value of FPA Liability $ $ 3,875,000 $ 3,875,000 Initial classification of FPA liability $ $ 350,000 $ 350,000 Transaction Costs $ $ 1,322,813 $ 1,322,813 Initial classification of common stock subject to redemption $ 395,946,830 $ (35,047,600 ) $ 360,899,230 Change in value of common stock subject to possible redemption $ (1,553,110 ) $ (22,771,400 ) $ (24,324,510 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Summary of basic and diluted net income (loss) | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months For the Period from 2021 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 47,151 $ — Income and Franchise Tax (47,151 ) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 — Basic and diluted net income per share, Class A $ — $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) 10,361,129 (1,000 ) Lees: Redeemable Net Earnings $ — $ — Non-Redeemable 10,361,129 $ (1,000 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 7,500,000 Basic and diluted net loss per share, Class B $ 1.00 $ 0.00 | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From (As Restated) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (27,235,908 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable Net Loss $ (27,273,791 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 10,350,000 Basic and diluted net loss per share, Class B $ (2.64 ) | |
Groop Internet Platform Inc [Member] | |||
Summary of basic and diluted net income (loss) | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three months ended March 31, 2021 2020 Numerator: Net loss $ 12,738 $ 7,900 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 12,134,482 11,728,768 Net loss per share attributable to common stockholders, basic and diluted $ 1.05 $ 0.67 | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Year ended December 31, 2020 2019 Numerator: Net loss $ 22,370 $ 29,086 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,779,604 11,219,242 Net loss per share attributable to common stockholders, basic and diluted $ 1.9 $ 2.59 | |
Summary Of Depreciation Of Property Plant Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers 33 Electronic equipment 15 | ||
Summary of Disaggregation of Revenues by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source: Three months ended March 31, 2021 2020 Revenues from sales to unaffiliated customers: Consumers $ 18,564 $ 9,759 Commercial 8,593 1,361 Total $ 27,157 $ 11,120 | The following table presents the Company’s revenues disaggregated by revenue source: Year ended 2020 2019 Revenues from sales to unaffiliated customers: Consumers $ 61,586 $ 35,438 Commercial 14,604 2,740 Total $ 76,190 $ 38,178 | |
Summary of Fair Value Of Options granted and Valuation Assumptions | The fair value for options granted in 2020 and 2019 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions: 2020 2019 Dividend yield 0% 0% Expected volatility 53.96%-66.55% 59.81%-64.61% Risk-free interest rate 0.25%-1.45% 1.59%-2.41% Expected term (years) 5.27-6.08 6.02-6.08 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) - Groop Internet Platform Inc [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows: Three months ended March 31, 2021 Number of Weighted Weighted Aggregate Outstanding at the beginning of the period 18,097,815 0.80 6.76 134,094 Granted 743,156 8.21 Exercised (603,914 ) 1.32 Forfeited (45,537 ) 1.33 Outstanding at the end of the period 18,191,520 1.08 6.57 178,736 Exercisable at the end of the period 11,847,077 0.56 5.40 122,569 | A summary of the Company’s stock option activity to employees, directors and service providers and related information is as follows: Year ended December 31, 2020 Number of Weighted Weighted Aggregate Outstanding at beginning of year 13,841,065 0.61 7.37 10,655 Granted 5,152,687 1.37 Exercised (167,315 ) 0.56 Forfeited (728,622 ) 1.22 Outstanding at end of year 18,097,815 0.80 6.76 134,094 Exercisable at end of year 11,161,876 0.52 5.51 85,856 |
Summary of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss: Three months March 31, 2021 2020 Research and development $ 172 $ 29 Clinical Operations 71 4 Sales and Marketing 877 165 General and administrative 393 203 Total stock-based compensation expense $ 1,513 $ 401 | The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the consolidated statements of comprehensive loss: Year ended December 31, 2020 2019 Research and development $ 229 $ 768 Clinical Operations 102 401 Sales and Marketing 1,568 182 General and administrative 1,078 2,053 Total stock-based compensation expense $ 2,977 $ 3,404 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable To Common Stockholders (Tables) | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months For the Period from 2021 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 47,151 $ — Income and Franchise Tax (47,151 ) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 — Basic and diluted net income per share, Class A $ — $ — Non-Redeemable Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) 10,361,129 (1,000 ) Lees: Redeemable Net Earnings $ — $ — Non-Redeemable 10,361,129 $ (1,000 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 10,350,000 7,500,000 Basic and diluted net loss per share, Class B $ 1.00 $ 0.00 | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From (As Restated) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 228,281 Income and Franchise Tax (190,398 ) Net Earnings $ 37,883 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 41,400,000 Basic and diluted net income per share, Class A $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (27,235,908 ) Lees: Redeemable Net Earnings (37,883 ) Non-Redeemable Net Loss $ (27,273,791 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 10,350,000 Basic and diluted net loss per share, Class B $ (2.64 ) | |
Groop Internet Platform Inc [Member] | |||
Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three months ended March 31, 2021 2020 Numerator: Net loss $ 12,738 $ 7,900 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 12,134,482 11,728,768 Net loss per share attributable to common stockholders, basic and diluted $ 1.05 $ 0.67 | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Year ended December 31, 2020 2019 Numerator: Net loss $ 22,370 $ 29,086 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,779,604 11,219,242 Net loss per share attributable to common stockholders, basic and diluted $ 1.9 $ 2.59 |
Income Tax (Tables)
Income Tax (Tables) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Summary of Deferred Tax Assets | 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 $ — | |
Summary of Income Tax Proivision | 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 | |
Summary of Reconciliation of Effective Tax Rate and Statutory Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of Warrants (14.6 )% Change in fair value of FPA (3.0 )% Initial classification of FPA (0.3 )% Compensation expense (1.0 )% Transaction costs (1.0 )% Change in valuation allowance (1.2 )% Income tax provision (0.1 )% | |
Groop Internet Platform Inc [Member] | ||
Summary of Deferred Tax Assets | The components of the net deferred tax assets are as follows: Year ended December 31, 2020 2019 Net operating loss carryforwards $ 25,778 $ 22,679 Other temporary differences 1,297 6 Total gross deferred tax assets 27,075 22,685 Valuation allowance (27,075 ) (22,685 ) Total deferred tax assets $ — $ — | |
Summary of Income Before Income Taxes | d. Loss (income) before taxes is comprised as follows: Year ended December 31, 2020 2019 Domestic $ 22,415 $ 29,127 Foreign (69 ) (49 ) $ 22,346 $ 29,078 | |
Summary of Reconciliation of Effective Tax Rate and Statutory Income Tax Rate | e. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year ended December 31, 2020 2019 Loss before income taxes $ 22,346 $ 29,078 Statutory tax rate 21 % 21 % Theoretical tax benefit 4,692 6,106 Increase (decrease) in effective tax rate due to: State taxes, net of federal benefit 1,106 1,508 Permanent differences (586 ) (591 ) Valuation allowance (4,390 ) (7,015 ) Other (95 ) — Actual income taxes $ — $ 8 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | |
Summary of Purchase Price Allocation | The purchase price allocation for the acquisition has been determined at the follows: Fair value Amortization Intangible assets: Technology $ 3,201 7.17 Customer relationship 1,350 1.33 Goodwill 6,134 infinite Total purchase price $ 10,685 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) - Groop Internet Platform Inc [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Intangible Assets | a. Intangible assets are comprised of the following: Year ended December 31, 2020 2019 Intangible assets with finite lives: Acquired technology $ 3,201 $ — Customer relationship 1,350 — Non-Competition 939 — 5,490 $ — Accumulated amortization: Acquired technology 75 — Customer relationship 170 — Non-Competition 50 — 295 — Intangible assets, net $ 5,195 $ — |
Summary of Future Amortization Expenses | b. Future amortization expenses for the years ending: December 31, 2021 $ 1,759 2022 907 2023 743 2024 446 2025 and thereafter 1,340 $ 5,195 |
Convertible Preferred Stock A_2
Convertible Preferred Stock And Stockholders' Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Groop Internet Platform Inc [Member] | ||
Summary of Convertible preferred stock | Convertible preferred stock consists of the following: March 31, 2021 and December 31, 2020 Issue Shares Shares Net Aggregate Seed $ 0.3275 3,435,000 3,434,999 $ 1,112 $ 1,125 Seed-1 0.3036 7,812,250 7,812,248 2,340 2,372 Seed-2 0.3624 3,311,260 3,311,260 1,150 1,200 Series A 0.5842 16,014,920 16,014,920 9,316 9,356 Series B 1.0413 14,741,184 14,405,065 14,934 15,000 Series C 1.5839 19,761,349 19,761,349 31,226 31,300 Series D 2.7515 19,313,201 18,655,974 51,204 51,332 Total 84,389,164 83,395,815 $ 111,282 $ 111,685 | Convertible preferred stock consists of the following: December 31, 2020 and 2019 Issue Shares Shares Net Aggregate Seed $ 0.3275 3,435,000 3,434,999 $ 1,112 $ 1,125 Seed-1 0.3036 7,812,250 7,812,248 2,340 2,372 Seed-2 0.3624 3,311,260 3,311,260 1,150 1,200 Series A 0.5842 16,014,920 16,014,920 9,316 9,356 Series B 1.0413 14,741,184 14,405,065 14,934 15,000 Series C 1.5839 19,761,349 19,761,349 31,226 31,300 Series D 2.7515 19,313,201 18,655,974 51,204 51,332 Total 84,389,164 83,395,815 $ 111,282 $ 111,685 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Summary of Fair Value Measurements | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level March 31, 2021 December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 17,990,000 $ 35,604,000 Warrant Liability – Private Placement Warrants 3 $ 15,111,600 $ 17,990,000 FPA Liability 3 $ 1,650,000 $ 4,225,000 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Assets: Marketable securities held in Trust Account 1 $ 414,228,281 Liabilities: Warrant Liability – Public Warrants 1 $ 35,604,000 Warrant Liability – Private Placement Warrants 3 $ 17,990,000 FPA Liability 3 $ 4,225,000 |
Summary of warrants | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Total Fair value as of January 1, 2021 $ 17,990,000 $ 35,604,000 $ 53,594,000 Change in fair value (2,878,400 ) (5,589,000 ) (8,467,400 ) Fair value as of March 31, 2021 $ 15,111,600 $ 30,015,000 $ 45,126,600 The following table presents the changes in the fair value of FPA liability: Private Fair value as of January 1, 2021 $ 4,225,000 Change in fair value (2,575,000 ) Fair value as of March 31, 2021 $ 1,650,000 | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of February 6, 2020 (inception) $ — $ — $ — Initial measurement on June 11, 2020 10,280,000 20,700,000 34,697,600 Change in fair value 6,476,400 12,420,000 18,896,400 Fair value as of December 31, 2020 $ 17,990,000 $ 35,604,000 $ 53,594,000 The following table presents the changes in the fair value of FPA liability: Private Fair value as of February 6, 2020 (inception) $ — Initial measurement on June 11, 2020 350,000 Change in fair value 3,875,000 Fair value as of December 31, 2020 $ 4,225,000 |
Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities | The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value March 31, 2021 Money market funds 1 N/A N/A $ 414,275,432 December 31, 2020 U.S. Treasury Securities (Mature on 1/28/2021) 1 $ 414,228,281 $ 4,345 $ 414,232,626 | The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities ) 1 $ 414,228,281 $ 4,345 $ 414,232,626 |
General - Additional Informatio
General - Additional Information (Detail) - USD ($) | Nov. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 11, 2020 |
Net income (loss) | $ (1,000) | $ 10,361,129 | $ (1,054,714) | $ (4,608,798) | $ (4,609,798) | $ (5,664,512) | $ (27,235,908) | |||||
Accumulated deficit | (16,874,779) | $ (5,664,512) | $ (4,609,798) | $ (4,609,798) | $ (5,664,512) | (27,235,908) | $ (27,235,908) | $ (2,911,397) | ||||
Groop Internet Platform Inc [Member] | ||||||||||||
Total cash consideration | $ 10,685,000 | |||||||||||
Net income (loss) | (12,738,000) | $ (7,900,000) | (22,370,000) | $ (29,086,000) | ||||||||
Net cash provided by (used in) operating activities | (3,879,000) | (15,175,000) | ||||||||||
Accumulated deficit | $ (121,526,000) | $ (108,788,000) | $ (108,788,000) | $ (86,418,000) | ||||||||
Non-competition agreements [Member] | Groop Internet Platform Inc [Member] | ||||||||||||
Total consideration | $ 939,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jun. 11, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Feb. 05, 2020 |
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 41,400,000 | ||||
Initial public offering, price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |
Cash held outside of the trust account | $ 377,294 | $ 1,178,377 | $ 1,178,377 | ||
Assets held-in-trust | $ 414,000,000 | 1,072,980 | 414,228,281 | 414,228,281 | |
Temporary equity redemption price per share | $ 10 | ||||
Minimum tangible assets for business combination | $ 5,000,001 | ||||
Interest to pay dissolution expenses | 100,000 | ||||
Net current assets liabilities | (414,275,432) | (344,558) | (344,558) | ||
Cash | $ 377,294 | 1,178,377 | $ 1,178,377 | ||
IPO | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Transaction cost | 23,353,182 | ||||
Underwriting fees | 8,280,000 | ||||
Deferred offering costs | 14,490,000 | ||||
Other offering costs | 583,182 | $ 583,182 | |||
Private Placement | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Proceeds from issuance initial public offering | $ 10,280,000 | ||||
Issue price of warrants | $ 1 | ||||
Proceeds from issuance of warrants | $ 10,280,000 | ||||
Common Class A | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 41,400,000 | ||||
Temporary equity redemption price per share | $ 10 | $ 10 | $ 10 | ||
Common Class A | IPO | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 41,400,000 | 41,400,000 | 41,400,000 | ||
Initial public offering, price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |
Class of warrant or right issued during the period | 414,000,000 | ||||
Common Class A | Over-Allotment Option | |||||
Description Of Organisation And Business Operation [Line Items] | |||||
Initial public offering, units issued | 5,400,000 | 5,400,000 | 5,400,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Summary of restatement of financial statements (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 11 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 11, 2020 | |
Restatement Of Financial Statements [Line Items] | ||||||||
Warrant liability | $ 45,126,600 | $ 36,659,200 | $ 36,039,600 | $ 36,039,600 | $ 36,659,200 | $ 53,594,000 | $ 34,697,600 | |
FPA Liability | 1,650,000 | 1,100,000 | 675,000 | 675,000 | 1,100,000 | 4,225,000 | 350,000 | |
Common Stock Subject to Possible Redemption | 358,146,110 | 359,200,830 | 359,200,830 | 358,146,110 | 336,574,720 | 360,899,230 | ||
Class A Common Stock | 11 | 548 | 548 | 11 | 774 | 531 | ||
Additional paid-in capital | 21,873,075 | 10,662,927 | 9,608,218 | 9,608,218 | 10,662,927 | 32,234,102 | 7,909,835 | |
Accumulated deficit | (16,874,779) | (5,664,512) | (4,609,798) | (4,609,798) | (5,664,512) | (27,235,908) | (2,911,397) | |
Change in fair value of Warrants | 8,467,400 | (619,600) | (1,342,000) | (1,342,000) | (1,961,600) | (18,896,400) | ||
Change in fair value of FPA | 2,575,000 | (425,000) | (325,000) | (325,000) | (750,000) | (3,875,000) | ||
Compensation expense in connection with issuance of Private Placement Warrants | (1,233,600) | (1,233,600) | (1,233,600) | (1,233,600) | ||||
Initial classification of FPA | (350,000) | (350,000) | (350,000) | (350,000) | ||||
Transaction costs attributable to Warrants | (2,586) | (1,322,813) | (1,322,813) | (1,322,813) | (1,322,813) | |||
Net income (loss) | $ (1,000) | 10,361,129 | $ (1,054,714) | $ (4,608,798) | $ (4,609,798) | $ (5,664,512) | $ (27,235,908) | |
Weighted average shares outstanding of Class B non-redeemable common stock | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | |||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ (0.11) | $ (0.45) | $ (0.45) | $ (0.55) | $ (2.64) | |||
Change in fair value of Warrants | (8,467,400) | $ 619,600 | $ 1,342,000 | $ 1,342,000 | $ 1,961,600 | $ 18,896,400 | ||
Initial classification of warrant liability | 34,697,600 | 34,697,600 | 34,697,600 | |||||
Change in fair value of FPA Liability | 325,000 | 750,000 | 3,875,000 | |||||
Initial classification of FPA liability | 350,000 | 350,000 | 350,000 | |||||
Transaction Costs | 1,322,813 | 1,322,813 | 1,322,813 | |||||
Initial classification of common stock subject to possible redemption | 360,899,230 | 360,899,230 | 360,899,230 | |||||
Change in value of common stock subject to possible redemption | $ 10,361,130 | (1,698,400) | (2,753,120) | (24,324,510) | ||||
As Previously Reported | ||||||||
Restatement Of Financial Statements [Line Items] | ||||||||
Common Stock Subject to Possible Redemption | 395,905,310 | 395,915,430 | 395,915,430 | 395,905,310 | 394,393,720 | 395,946,830 | ||
Class A Common Stock | 181 | 181 | 181 | 181 | 196 | 181 | ||
Additional paid-in capital | 5,045,292 | 5,035,172 | 5,035,172 | 5,045,292 | 6,556,867 | 5,003,772 | ||
Accumulated deficit | (46,499) | (36,385) | (36,385) | (46,499) | (1,558,095) | (4,984) | ||
Net income (loss) | $ (10,114) | $ (35,385) | $ (36,385) | $ (46,499) | $ (1,558,095) | |||
Weighted average shares outstanding of Class B non-redeemable common stock | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | |||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ (0.01) | $ 0 | $ 0 | $ (0.01) | $ (0.15) | |||
Initial classification of common stock subject to possible redemption | $ 395,946,830 | $ 395,946,830 | $ 395,946,830 | |||||
Change in value of common stock subject to possible redemption | (31,400) | (41,520) | (1,553,110) | |||||
Adjustments | ||||||||
Restatement Of Financial Statements [Line Items] | ||||||||
Warrant liability | $ 36,659,200 | $ 36,039,600 | 36,039,600 | 36,659,200 | 53,594,000 | 34,697,600 | ||
FPA Liability | 1,100,000 | 675,000 | 675,000 | 1,100,000 | 4,225,000 | 350,000 | ||
Common Stock Subject to Possible Redemption | (37,759,200) | (36,714,600) | (36,714,600) | (37,759,200) | (57,819,000) | (35,047,600) | ||
Class A Common Stock | 378 | 367 | 367 | 378 | 578 | 350 | ||
Additional paid-in capital | 5,617,635 | 4,573,046 | 4,573,046 | 5,617,635 | 25,677,235 | 2,906,063 | ||
Accumulated deficit | (5,618,013) | (4,573,413) | (4,573,413) | (5,618,013) | (25,677,813) | $ (2,906,413) | ||
Change in fair value of Warrants | (619,600) | (1,342,000) | (1,342,000) | (1,961,600) | (18,896,400) | |||
Change in fair value of FPA | (425,000) | (325,000) | (325,000) | (750,000) | (3,875,000) | |||
Compensation expense in connection with issuance of Private Placement Warrants | (1,233,600) | (1,233,600) | (1,233,600) | (1,233,600) | ||||
Initial classification of FPA | (350,000) | (350,000) | (350,000) | (350,000) | ||||
Transaction costs attributable to Warrants | (1,322,813) | (1,322,813) | (1,322,813) | (1,322,813) | ||||
Net income (loss) | $ (1,044,600) | $ (4,573,413) | $ (4,573,413) | $ (5,618,013) | $ (25,677,813) | |||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ (0.10) | $ (0.45) | $ (0.45) | $ (0.54) | $ (2.49) | |||
Change in fair value of Warrants | $ 619,600 | $ 1,342,000 | $ 1,342,000 | $ 1,961,600 | $ 18,896,400 | |||
Initial classification of warrant liability | 34,697,600 | 34,697,600 | 34,697,600 | |||||
Change in fair value of FPA Liability | 325,000 | 750,000 | 3,875,000 | |||||
Initial classification of FPA liability | 350,000 | 350,000 | 350,000 | |||||
Transaction Costs | 1,322,813 | 1,322,813 | 1,322,813 | |||||
Initial classification of common stock subject to possible redemption | (35,047,600) | (35,047,600) | (35,047,600) | |||||
Change in value of common stock subject to possible redemption | $ (1,667,000) | $ (2,711,600) | $ (22,771,400) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A common stock, subject to possible redemption, shares | 34,693,585 | 33,657,472 | 33,657,472 | |
Deferred tax assets, valuation allowance | $ 143,000 | $ 335,155 | $ 335,155 | |
Federal depository insurance coverage | $ 250,000 | 250,000 | 250,000 | |
IPO | ||||
Transaction costs | $ 23,353,182 | |||
Warrant [Member] | ||||
Anti dilutive securities | 30,980,000 | 30,980,000 | ||
Groop Internet Platform Inc [Member] | ||||
Deferred tax assets, valuation allowance | $ 27,075,000 | 27,075,000 | $ 22,685,000 | |
Impairment charge of goodwill | 0 | |||
Impairment losses | 0 | 0 | ||
Dividends paid | 0 | |||
Provision for uncertain tax positions | 0 | 0 | ||
Groop Internet Platform Inc [Member] | Selling and Marketing Expense [Member] | ||||
Advertising expense | $ 31,534,000 | $ 18,915,000 | ||
Groop Internet Platform Inc [Member] | Customer One [Member] | Accounts Receivable [Member] | ||||
Concentration of credit risk percentage | 25.70% | |||
Groop Internet Platform Inc [Member] | Customer Two [Member] | Accounts Receivable [Member] | ||||
Concentration of credit risk percentage | 12.57% | |||
Groop Internet Platform Inc [Member] | Customer Three [Member] | Accounts Receivable [Member] | ||||
Concentration of credit risk percentage | 10.82% | |||
Groop Internet Platform Inc [Member] | Single [Member] | Accounts Receivable [Member] | ||||
Concentration of credit risk percentage | 26.56% | |||
Groop Internet Platform Inc [Member] | Maximum [Member] | ||||
Cash equivalents, Maturity terms | 3 months | |||
Recognition of incremental costs of obtaining contracts as expenses, Terms | 1 year | |||
Duration of the contracts | one | |||
Groop Internet Platform Inc [Member] | Maximum [Member] | Single [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Percentage of total revenue represented by customer | 10.00% | 10.00% | ||
Groop Internet Platform Inc [Member] | Minimum [Member] | ||||
Restricted investments maturity term | 1 year | |||
Percentage of income tax benefit | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Depreciation Of Property Plant Equipment (Detail) | Dec. 31, 2020 |
Computers [Member] | |
Schedule Of Depreciation Of Property Plant Equipment [Line Items] | |
Property plant and equipment annual depreciated amount | 33.00% |
Electronic equipment [Member] | |
Schedule Of Depreciation Of Property Plant Equipment [Line Items] | |
Property plant and equipment annual depreciated amount | 15.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Disaggregation of Revenues by Revenue Source (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 27,157 | $ 11,120 | $ 76,190 | $ 38,178 |
Consumers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 18,564 | 9,759 | 61,586 | 35,438 |
Commercial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 8,593 | $ 1,361 | $ 14,604 | $ 2,740 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Fair Value Of Options granted and Valuation Assumptions (Detail) - Groop Internet Platform Inc [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend Yield | 0.00% | 0.00% |
Expected Volatility Rate,Minimum | 53.96% | 59.81% |
Expected Volatility Rate,Maximum | 66.55% | 64.61% |
Risk free interest rate,Minimum | 0.25% | 1.59% |
Risk free interest rate,Maximum | 1.45% | 2.41% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 29 days | 6 years 29 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 3 months 7 days | 6 years 7 days |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Basic and Diluted Net Income (Loss) (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 11 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |||||||
Interest Income | $ 0 | $ (47,151) | $ (228,281) | ||||
Denominator: Weighted Average Redeemable Class A Common Stock | |||||||
Basic and diluted net income per share, Class A | $ (0.11) | $ (0.45) | $ (0.45) | $ (0.55) | $ (2.64) | ||
Numerator: Net Loss minus Redeemable Net Earnings | |||||||
Net income (loss) | $ (1,000) | 10,361,129 | $ (1,054,714) | $ (4,608,798) | $ (4,609,798) | $ (5,664,512) | $ (27,235,908) |
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | |||||||
Non-Redeemable Class B Common Stock, Basic and Diluted | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | ||
Basic and diluted net loss per share, Class B | $ (0.11) | $ (0.45) | $ (0.45) | $ (0.55) | $ (2.64) | ||
Redeemable Common Stock Class A | |||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | |||||||
Interest Income | 47,151 | $ 228,281 | |||||
Income and Franchise Tax | $ (47,151) | (190,398) | |||||
Net Earnings | $ 37,883 | ||||||
Denominator: Weighted Average Redeemable Class A Common Stock | |||||||
Redeemable Class A Common Stock, Basic and Diluted | 41,400,000 | 41,400,000 | |||||
Numerator: Net Loss minus Redeemable Net Earnings | |||||||
Lees: Redeemable Net Earnings | $ (37,883) | ||||||
Common Class A | |||||||
Denominator: Weighted Average Redeemable Class A Common Stock | |||||||
Basic and diluted net income per share, Class A | $ 0 | $ 0 | $ 0 | ||||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | |||||||
Non-Redeemable Class B Common Stock, Basic and Diluted | 0 | 41,400,000 | 41,400,000 | ||||
Basic and diluted net loss per share, Class B | $ 0 | $ 0 | $ 0 | ||||
Common Class B | |||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | |||||||
Net Earnings | $ 37,883 | ||||||
Denominator: Weighted Average Redeemable Class A Common Stock | |||||||
Basic and diluted net income per share, Class A | $ 0 | $ 1 | $ (2.64) | ||||
Numerator: Net Loss minus Redeemable Net Earnings | |||||||
Net income (loss) | $ (1,000) | $ 10,361,129 | $ (27,235,908) | ||||
Lees: Redeemable Net Earnings | (37,883) | ||||||
Non-Redeemable Net Loss | $ (1,000) | $ 10,361,129 | $ (27,273,791) | ||||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | |||||||
Non-Redeemable Class B Common Stock, Basic and Diluted | 7,500,000 | 10,350,000 | 10,350,000 | ||||
Basic and diluted net loss per share, Class B | $ 0 | $ 1 | $ (2.64) |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | Jun. 11, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial public offering, units issued | 41,400,000 | ||
Initial public offering, price per unit | $ 10 | $ 10 | $ 10 |
Warrant exercise price | $ 11.50 | $ 11.50 | |
Common Class A | |||
Initial public offering, units issued | 41,400,000 | ||
Common Class A | IPO | |||
Initial public offering, units issued | 41,400,000 | 41,400,000 | 41,400,000 |
Initial public offering, price per unit | $ 10 | $ 10 | $ 10 |
Common Class A | Over-Allotment Option | |||
Initial public offering, units issued | 5,400,000 | 5,400,000 | 5,400,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Class of warrant, exercise price | $ 11.50 | $ 11.50 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right issued during the period | 10,280,000 | 10,280,000 |
Class of warrant or right, value issued | $ 10,280,000 | $ 10,280,000 |
Class of warrant, exercise price | $ 11.50 | $ 11.50 |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price Allocation (Detail) - Groop Internet Platform Inc [Member] $ in Thousands | Nov. 01, 2020USD ($) |
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items] | |
Goodwill | $ 6,134 |
Total purchase price | 10,685 |
Technology [Member] | |
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items] | |
Intangible assets | $ 3,201 |
Amortization period | 7 years 2 months 1 day |
Customer relationship [Member] | |
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items] | |
Intangible assets | $ 1,350 |
Amortization period | 1 year 3 months 29 days |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - Groop Internet Platform Inc [Member] $ in Thousands | Nov. 01, 2020USD ($) |
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items] | |
Total cash consideration | $ 10,685 |
Acquisition-related costs | 177 |
Non-competition agreements [Member] | |
Schedule Of Finite And Indefinite Lived Intangible Assets Acquired As Part Of Business Combination [Line Items] | |
Total consideration | $ 939 |
Amortization period | 3 years 2 months 1 day |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets with finite lives | $ 5,490 | $ 0 |
Accumulated amortization | 295 | 0 |
Intangible assets, net | 5,195 | 0 |
Acquired technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets with finite lives | 3,201 | 0 |
Accumulated amortization | 75 | 0 |
Customer relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets with finite lives | 1,350 | 0 |
Accumulated amortization | 170 | 0 |
Non-Competition agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets with finite lives | 939 | 0 |
Accumulated amortization | $ 50 | $ 0 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Future Amortization Expenses (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 1,759 | |
2022 | 907 | |
2023 | 743 | |
2024 | 446 | |
2025 and thereafter | 1,340 | |
Total | $ 5,195 | $ 0 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Groop Internet Platform Inc [Member] | |
Amortization expenses | $ 295 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jun. 12, 2020USD ($) | Jun. 08, 2020USD ($)shares | Jun. 03, 2020shares | May 20, 2020shares | Feb. 29, 2020USD ($)shares | Mar. 31, 2020shares | Mar. 31, 2021USD ($)shares$ / shares | Dec. 31, 2020USD ($)shares$ / shares | Jan. 12, 2021USD ($)shares$ / shares | Jun. 11, 2020$ / shares | Feb. 06, 2020USD ($) | Feb. 05, 2020shares |
Related Party Transaction [Line Items] | ||||||||||||
Payments of offering costs | $ | $ 430,701 | |||||||||||
common stock, shares outstanding | shares | 10,350,000 | 10,350,000 | 0 | |||||||||
Common stock split conversion ratio | 1.2 | |||||||||||
Share issue price | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||
Repayments of related party notes | $ | $ 129,706 | |||||||||||
Due to related parties, current | $ | $ 2,586 | |||||||||||
Forward purchase agreement, quantity agreed to purchase | shares | 5,000,000 | 2,500,000 | ||||||||||
Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments of offering costs | $ | $ 25,000 | |||||||||||
Shares issued for services | shares | 25,000 | |||||||||||
common stock, shares outstanding | shares | 8,575,000 | |||||||||||
Debt Instrument, face amount | $ | $ 300,000 | |||||||||||
Repayments of related party notes | $ | $ 129,706 | |||||||||||
Amy Schulman | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of founder shares transferred | shares | 25,000 | |||||||||||
Thelma Duggin | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of founder shares transferred | shares | 25,000 | |||||||||||
Working Capital Loans | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Threshold on conversion of working capital loan | $ | $ 1,500,000 | 1,500,000 | ||||||||||
Due to related parties, current | $ | 2,586 | 0 | ||||||||||
Administrative Support Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction amounts of transaction | $ | $ 10,000 | |||||||||||
Related party expense for administrative services | $ | 30,000 | 70,000 | ||||||||||
Administrative Support Agreement | Accrued Liabilities [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties, current | $ | $ 100,000 | $ 70,000 | ||||||||||
HEC Master Fund LP | Forward Purchase Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Forward purchase agreement, quantity agreed to purchase | shares | 5,000,000 | 2,500,000 | ||||||||||
Forward purchase agreement, purchase price per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||
Forward purchase agreement, purchase obligation | $ | $ 50,000,000 | $ 50,000,000 | $ 25,000,000 | |||||||||
Maximum purchase obligation transferred to affiliates | $ | $ 2,500,000 | $ 2,500,000 | ||||||||||
Common Class A | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
common stock, shares outstanding | shares | 6,706,415 | 7,742,528 | ||||||||||
Common Class A | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Founder shares, conditions on transfer, threshold consecutive trading days | 30 days | 30 days | ||||||||||
Founder shares, conditions on transfer, threshold number of days from business combination date | 150 days | 150 days | ||||||||||
Common Class A | Sponsor | Minimum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share issue price | $ / shares | $ 12 | $ 12 | ||||||||||
Founder shares, conditions on transfer, threshold consecutive trading days | 20 days | 20 days | ||||||||||
Common Class B | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments of offering costs | $ | $ 25,000 | |||||||||||
Shares issued for services | shares | 10,350,000 | 10,350,000 | ||||||||||
common stock, shares outstanding | shares | 10,350,000 | 10,350,000 | 10,350,000 | |||||||||
Common stock split description | 1:1.2 stock split | |||||||||||
Common stock split conversion ratio | 1.2 | |||||||||||
Conversion of stock shares converted | shares | 10,350,000 | |||||||||||
Common Class B | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued for services | shares | 8,625,000 | 8,625,000 | ||||||||||
common stock, shares outstanding | shares | 10,300,000 | 10,300,000 | ||||||||||
Common Class B | Director | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
common stock, shares outstanding | shares | 50,000 | 50,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Line Items] | |||||
Under writing discount per unit cash paid | $ 0.20 | $ 0.20 | |||
Payments for underwriting expense | $ 8,280,000 | $ 8,280,000 | |||
Under writing deferred fee per unit | $ 0.35 | $ 0.35 | |||
Deferred underwriting fee payable | $ 14,490,000 | $ 14,490,000 | $ 14,490,000 | ||
Description of Business Acquisition Planned Restructuring Activities | (a) All shares of common stock and preferred stock of the Company and all vested options exercisable for common stock of the Company, in each case, outstanding immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, a number of shares of common stock, par value $0.0001 per share, of HEC (“HEC Common Stock”) or a combination of shares of HEC Common Stock and cash, in each case, as adjusted pursuant to the Merger Agreement, which in the aggregate with the options to acquire common stock of the Company to be assumed by HEC in exchange for options to acquire HEC Common Stock, will equal to the Merger Consideration; (b) The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to pre-closing holders of the Company’s stock and vested options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement (each as defined below), minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement; (c) The maximum number of shares of HEC Common Stock that may be issued to pre-closing holders of the Company’s stock and options, including HEC Common Shares underlying any assumed options, pursuant to the foregoing is equal to a number determined dividing (a) (i) the Merger Consideration minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00 | ||||
Stock Issued during Period New Shares, Shares | 41,400,000 | ||||
ISRAEL | Groop Internet Platform Inc [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Future minimum lease commitments | $ 16,000 | $ 16,000 | |||
Operating lease expiry date | Jul. 31, 2021 | ||||
Operating leases rent expense | $ 494,000 | $ 591,000 | |||
Common Stock | Subscription Agreement | PIPE Investor | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Stock Issued during Period New Shares, Shares | 30,000,000 | ||||
Proceeds from Issuance of Common Stock | $ 300,000,000 |
Convertible Preferred Stock A_3
Convertible Preferred Stock And Stockholders' Deficit - Summary of Convertible preferred stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||
Shares Issued and Outstanding | 34,693,585 | 33,657,472 | |
Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Net Carrying Value | $ 111,282 | $ 111,282 | $ 111,282 |
Seed [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 0.3275 | $ 0.3275 | $ 0.3275 |
Shares Authorized | 3,435,000 | 3,435,000 | 3,435,000 |
Shares Issued and Outstanding | 3,434,999 | 3,434,999 | 3,434,999 |
Net Carrying Value | $ 1,112 | $ 1,112 | $ 1,112 |
Aggregate Liquidation Preference | $ 1,125 | $ 1,125 | $ 1,125 |
Seed-1 [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 0.3036 | $ 0.3036 | $ 0.3036 |
Shares Authorized | 7,812,250 | 7,812,250 | 7,812,250 |
Shares Issued and Outstanding | 7,812,248 | 7,812,248 | 7,812,248 |
Net Carrying Value | $ 2,340 | $ 2,340 | $ 2,340 |
Aggregate Liquidation Preference | $ 2,372 | $ 2,372 | $ 2,372 |
Seed-2 [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 0.3624 | $ 0.3624 | $ 0.3624 |
Shares Authorized | 3,311,260 | 3,311,260 | 3,311,260 |
Shares Issued and Outstanding | 3,311,260 | 3,311,260 | 3,311,260 |
Net Carrying Value | $ 1,150 | $ 1,150 | $ 1,150 |
Aggregate Liquidation Preference | $ 1,200 | $ 1,200 | $ 1,200 |
Series A [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 0.5842 | $ 0.5842 | $ 0.5842 |
Shares Authorized | 16,014,920 | 16,014,920 | 16,014,920 |
Shares Issued and Outstanding | 16,014,920 | 16,014,920 | 16,014,920 |
Net Carrying Value | $ 9,316 | $ 9,316 | $ 9,316 |
Aggregate Liquidation Preference | $ 9,356 | $ 9,356 | $ 9,356 |
Series B [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 1.0413 | $ 1.0413 | $ 1.0413 |
Shares Authorized | 14,741,184 | 14,741,184 | 14,741,184 |
Shares Issued and Outstanding | 14,405,065 | 14,405,065 | 14,405,065 |
Net Carrying Value | $ 14,934 | $ 14,934 | $ 14,934 |
Aggregate Liquidation Preference | $ 15,000 | $ 15,000 | $ 15,000 |
Series C [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 1.5839 | $ 1.5839 | $ 1.5839 |
Shares Authorized | 19,761,349 | 19,761,349 | 19,761,349 |
Shares Issued and Outstanding | 19,761,349 | 19,761,349 | 19,761,349 |
Net Carrying Value | $ 31,226 | $ 31,226 | $ 31,226 |
Aggregate Liquidation Preference | $ 31,300 | $ 31,300 | $ 31,300 |
Series D [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Issue Price | $ 2.7515 | $ 2.7515 | $ 2.7515 |
Shares Authorized | 19,313,201 | 19,313,201 | 19,313,201 |
Shares Issued and Outstanding | 18,655,974 | 18,655,974 | 18,655,974 |
Net Carrying Value | $ 51,204 | $ 51,204 | $ 51,204 |
Aggregate Liquidation Preference | $ 51,332 | $ 51,332 | $ 51,332 |
Convertible Preferred Stock [Member] | Groop Internet Platform Inc [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 84,389,164 | 84,389,164 | 84,389,164 |
Shares Issued and Outstanding | 83,395,815 | 83,395,815 | 83,395,815 |
Net Carrying Value | $ 111,282 | $ 111,282 | $ 111,282 |
Aggregate Liquidation Preference | $ 111,685 | $ 111,685 | $ 111,685 |
Convertible Preferred Stock A_4
Convertible Preferred Stock And Stockholders' Deficit - Additional Information (Detail) | Dec. 31, 2020USD ($)Director$ / shares | May 15, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Director$ / shares | Dec. 31, 2020USD ($)Director$ / shares | Dec. 31, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||
Temporary equity stock issued during period s new issues | $ | $ 336,574,720 | ||||||
Payment of stock issuance costs | $ | 430,701 | ||||||
Sale of stock, consideration received on transaction | $ | $ 405,720,000 | ||||||
Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation expense | $ | $ 1,513,000 | $ 401,000 | $ 2,977,000 | $ 3,404,000 | |||
Dividend rate percentage | 6.00% | ||||||
Common Stock [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of directors entitled to elect by Class of stock shareholders | Director | 2 | 2 | 2 | ||||
Operating Expense [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation expense | $ | $ 2,621,000 | ||||||
Secondary Market Transactions [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, number of shares issued in transaction | shares | 4,600,863 | ||||||
Sale of stock consideration received per transaction | $ | $ 11,394,000 | ||||||
Sale of stock, price per share | $ 2.48 | ||||||
Sale of stock, price per share | $ 2.48 | ||||||
IPO [Member] | Automatic Conversion Of Preferred Stock [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, price per share | $ 4.8151 | $ 4.8151 | $ 4.8151 | ||||
Sale of stock, price per share | $ 4.8151 | 4.8151 | 4.8151 | ||||
Sale of stock, consideration received on transaction | $ | $ 50,000,000 | ||||||
Seed [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity liquidation preference per share | $ 0.3275 | 0.3275 | 0.3275 | ||||
Seed-1 [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity liquidation preference per share | 0.3036 | 0.3036 | 0.3036 | ||||
Seed-2 [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity liquidation preference per share | 0.3624 | 0.3624 | 0.3624 | ||||
Series A [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity liquidation preference per share | $ 0.5842 | $ 0.5842 | $ 0.5842 | ||||
Number of directors entitled to elect by Class of stock shareholders | Director | 1 | 1 | 1 | ||||
Series B [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity liquidation preference per share | $ 1.0413 | $ 1.0413 | $ 1.0413 | ||||
Number of directors entitled to elect by Class of stock shareholders | Director | 1 | 1 | 1 | ||||
Series C [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity liquidation preference per share | $ 1.5839 | $ 1.5839 | $ 1.5839 | ||||
Number of directors entitled to elect by Class of stock shareholders | Director | 1 | 1 | 1 | ||||
Series C [Member] | Automatic Conversion Of Preferred Stock [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Minimum Percentage Aprrovel of conversion by stock holders in Deemed Liquidation Event | 70.00% | ||||||
Series D [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity stock issued during period shares new issues | shares | 18,655,974 | ||||||
Temporary equity par or stated value per share | $ 0.001 | ||||||
Temporary equity stock issued during period s new issues | $ | $ 51,204,000 | ||||||
Payment of stock issuance costs | $ | $ 128,000 | ||||||
Temporary equity liquidation preference per share | $ 2.7515 | $ 2.7515 | $ 2.7515 | ||||
Number of directors entitled to elect by Class of stock shareholders | Director | 1 | 1 | 1 | ||||
Series D [Member] | Automatic Conversion Of Preferred Stock [Member] | Groop Internet Platform Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Minimum percentage of firm commitment underwritten public offering approvel by stock holders | 55.00% | ||||||
Minimum Percentage Aprrovel of conversion by stock holders in Deemed Liquidation Event | 55.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | 11 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 08, 2020 | Mar. 31, 2020 | Feb. 05, 2020 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares outstanding | 10,350,000 | 10,350,000 | 0 | ||
Temporary equity, shares outstanding | 34,693,585 | 33,657,472 | |||
Class of warrant, exercise price | $ 11.50 | $ 11.50 | |||
Common Class A | |||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote for each share. | one vote for each share | |||
Common stock, shares Issued | 6,706,415 | 7,742,528 | |||
Common stock, shares outstanding | 6,706,415 | 7,742,528 | |||
Temporary equity, shares outstanding | 34,693,585 | 33,657,472 | |||
Threshold percentage on conversion of common stock | 20.00% | 20.00% | |||
Redemption trigger share price | $ 18 | $ 18 | |||
Business acquisition, share price | 9.20 | 9.20 | |||
Class Of Warrant or Right Redemption Price | $ 18 | $ 18 | |||
Common Class B | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares Issued | 10,350,000 | 10,350,000 | |||
Common stock, shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | ||
Common stock, conversion basis | one-for-one basis | ||||
Public Warrants | |||||
Class of warrant or right, threshold trading days for exercise | 12 months | 12 months | |||
Class of warrant or right, threshold trading days for exercise | 30 days | 30 days | |||
Class of warrant, exercise price | $ 0.01 | $ 0.01 | |||
Class of warrant or right minimum notice period for redemption | 30 days | 30 days | |||
Redemption trigger share price | $ 18 | ||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | 30 days | |||
Minimum percentage of equity proceeds for fund business combination | 60.00% | 60.00% | |||
Class of warrant or right exercise price adjustment percentage | 115.00% | 115.00% | |||
Class of warrant or right redemption price adjustment percentage | 180.00% | 180.00% | |||
Public Warrants | Maximum | |||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | 20 days | |||
Public Warrants | Minimum | |||||
Number of days required to file registration statement for stock issuance | 15 days | 15 days | |||
Private Placement Warrants | |||||
Class of warrant or right, threshold trading days for exercise | 30 days |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Stock Option Activity (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options, Outstanding at the beginning of the period | 18,097,815 | 13,841,065 | |
Number of options, Granted | 743,156 | 5,152,687 | |
Number of options, Exercised | (603,914) | (167,315) | |
Number of options, Forfeited | (45,537) | (728,622) | |
Number of options, Outstanding at the end of the period | 18,191,520 | 18,097,815 | 13,841,065 |
Number of options, Exercisable at the end of the period | 11,847,077 | 11,161,876 | |
Weighted average exercise price, Outstanding at the beginning of the period | $ 0.80 | $ 0.61 | |
Weighted average exercise price, Granted | 8.21 | 1.37 | |
Weighted average exercise price, Exercised | 1.32 | 0.56 | |
Weighted average exercise price, Forfeited | 1.33 | 1.22 | |
Weighted average exercise price, Outstanding at the end of the period | 1.08 | 0.80 | $ 0.61 |
Weighted average exercise price, Exercisable at the end of the period | $ 0.56 | $ 0.52 | |
Weighted average remaining contractual term (in years) | 6 years 6 months 25 days | 6 years 9 months 3 days | 7 years 4 months 13 days |
Weighted average remaining contractual term (in years) Exercisable at the end of the period | 5 years 4 months 24 days | 5 years 6 months 3 days | |
Aggregate intrinsic value, Outstanding | $ 178,736 | $ 134,094 | $ 10,655 |
Aggregate intrinsic value, Exercisable at the end of the period | $ 122,569 | $ 85,856 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Stock-based Compensation Expense (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | $ 1,513 | $ 401 | $ 2,977 | $ 3,404 |
Research and Development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 172 | 29 | 229 | 768 |
Clinical Operations [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 71 | 4 | 102 | 401 |
Selling and Marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 877 | 165 | 1,568 | 182 |
General and Administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | $ 393 | $ 203 | $ 1,078 | $ 2,053 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price | $ 11.50 | $ 11.50 | ||
Groop Internet Platform Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 12,545 | $ 9,337 | ||
Total unrecognized compensation cost, over a period | 4 years | 4 years | ||
Warrant liability fair value disclosure | $ 609 | $ 444 | $ 98 | |
Stock option granted to employees [Member] | Groop Internet Platform Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value | $ 7 | $ 0.73 | $ 1.92 | $ 0.78 |
2014 Global Share Incentive Plan The Option Plan [Member] | Groop Internet Platform Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares are reserved for issuance | 201,427 | 889,046 | ||
Vesting period | 4 years | 4 years | ||
Contractual terms | ten years | ten years | ||
Common Stock | Groop Internet Platform Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 60,000 | 60,000 | ||
Warrant exercise price | $ 0.44 | $ 0.44 | ||
Class of warrant or right issued year | 2017 | 2017 | ||
Class of warrant or right expire year | 2027 | 2027 | ||
Series D Convertible Preferred Stock | Groop Internet Platform Inc [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 50,881 | 50,881 | ||
Warrant exercise price | $ 2.75 | $ 2.75 | ||
Warrant liability fair value disclosure | $ 609 | $ 444 | ||
Class of warrant or right issued year | 2019 | 2019 | ||
Class of warrant or right expire year | 2029 | 2029 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable To Common Stockholders - Additional Information (Detail) - shares | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,980,000 | 30,980,000 | |
Groop Internet Platform Inc [Member] | Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 83,395,815 | 83,395,815 | |
Groop Internet Platform Inc [Member] | Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,191,520 | 18,097,815 | |
Groop Internet Platform Inc [Member] | Common Stock | Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 60,000 | 60,000 | |
Series D Convertible Preferred Stock | Groop Internet Platform Inc [Member] | Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,881 | 50,881 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable To Common Stockholders - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net loss | $ 1,000 | $ (10,361,129) | $ 1,054,714 | $ 4,608,798 | $ 4,609,798 | $ 5,664,512 | $ 27,235,908 | |||
Denominator: | ||||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | 10,350,000 | |||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.11) | $ (0.45) | $ (0.45) | $ (0.55) | $ (2.64) | |||||
Groop Internet Platform Inc [Member] | ||||||||||
Numerator: | ||||||||||
Net loss | $ 12,738,000 | $ 7,900,000 | $ 22,370,000 | $ 29,086,000 | ||||||
Denominator: | ||||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 12,134,482 | 11,728,768 | 11,779,604 | 11,219,242 | ||||||
Net loss per share attributable to common stockholders, basic and diluted | $ 1.05 | $ 0.67 | $ 1.9 | $ 2.59 |
Income Tax - Summary of Deferre
Income Tax - Summary of Deferred Tax Assets (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | |||
Organizational costs/Startup expenses | $ 335,155 | ||
Total deferred tax asset | 335,155 | ||
Valuation allowance | $ (143,000) | (335,155) | |
Deferred tax asset, net of allowance | 0 | ||
Groop Internet Platform Inc [Member] | |||
Deferred tax asset | |||
Net operating loss carryforwards | 25,778,000 | $ 22,679,000 | |
Other temporary differences | 1,297,000 | 6,000 | |
Total deferred tax asset | 27,075,000 | 22,685,000 | |
Valuation allowance | (27,075,000) | (22,685,000) | |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Tax - Summary Of Income
Income Tax - Summary Of Income Tax Provision (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Federal | |||
Current | $ 10,070 | ||
Deferred | (335,155) | ||
State | |||
Current | 0 | ||
Deferred | 0 | ||
Change in valuation allowance | 335,155 | ||
Income tax provision | $ 0 | $ 0 | $ 10,070 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | |||
Deferred Tax Asset Change in Valuation Allowance | $ 335,155 | ||
US federal statutory income tax rate | 21.00% | ||
Groop Internet Platform Inc [Member] | |||
Income Tax [Line Items] | |||
US federal statutory income tax rate | 21.00% | 21.00% | |
Net operating loss carryforwards begins to expire | 2032 | ||
Israel Tax Authority [Member] | Groop Internet Platform Inc [Member] | |||
Income Tax [Line Items] | |||
corporate tax rate | 23.00% | 23.00% | |
Federal [Member] | Groop Internet Platform Inc [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 97,000,000 | $ 97,000,000 | |
State [Member] | Groop Internet Platform Inc [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 105,000,000 | $ 105,000,000 |
Income Tax - Summary of Incom_2
Income Tax - Summary of Income Before Income Taxes (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss before taxes on income | $ 1,000 | $ (10,361,129) | $ 27,225,838 | |||
Groop Internet Platform Inc [Member] | ||||||
Domestic | $ 22,415,000 | $ 29,127,000 | ||||
Foreign | (69,000) | (49,000) | ||||
Loss before taxes on income | $ 12,730,000 | $ 7,897,000 | $ 22,346,000 | $ 29,078,000 |
Income Tax - Summary Of Reconci
Income Tax - Summary Of Reconciliation Of Effective Tax Rate And Statutory Income Tax Rate (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||||
Loss before income taxes | $ 1,000 | $ (10,361,129) | $ 27,225,838 | |||
State taxes, net of federal tax benefit | 0.00% | |||||
Statutory federal income tax rate | 21.00% | |||||
Change in fair value of Warrants | (14.60%) | |||||
Change in fair value of FPA | (3.00%) | |||||
Initial classification of FPA | (0.30%) | |||||
Compensation expense | (1.00%) | |||||
Transaction costs | (1.00%) | |||||
Change in valuation allowance | (1.20%) | |||||
Income tax provision | (0.10%) | |||||
Groop Internet Platform Inc [Member] | ||||||
Income Tax [Line Items] | ||||||
Loss before income taxes | $ 12,730,000 | $ 7,897,000 | $ 22,346,000 | $ 29,078,000 | ||
Theoretical tax benefit | 4,692,000 | 6,106,000 | ||||
State taxes, net of federal tax benefit | $ 1,106,000 | $ 1,508,000 | ||||
Statutory federal income tax rate | 21.00% | 21.00% | ||||
Permanent differences | $ (586,000) | $ (591,000) | ||||
Valuation Allowance | (4,390,000) | (7,015,000) | ||||
Other | (95,000) | 0 | ||||
Actual income taxes | $ 0 | $ 8,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 7 Months Ended | 8 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and marketable securities held in trust account | $ 414,275,432 | $ 414,228,281 | $ 414,228,281 | $ 414,228,281 | |||||
Investment income, interest | 0 | 0 | |||||||
Revaluation of the fair value of warrants | (8,467,400) | $ 619,600 | $ 1,342,000 | $ 1,342,000 | $ 1,961,600 | $ 18,896,400 | |||
Public Warrant [Member] | |||||||||
Fair value of liabilities transferred out of level 3 | $ 0 | 34,697,600 | |||||||
Percentage volatilities of public warrant estimated before the expected business combination | 10.00% | 10.00% | |||||||
Percentage volatilities of public warrant estimated after the expected business combination | 20.00% | 20.00% | |||||||
Private Placement Warrant [Member] | |||||||||
Percentage volatilities of public warrant estimated before the expected business combination | 10.00% | 10.00% | |||||||
Percentage volatilities of public warrant estimated after the expected business combination | 20.00% | 20.00% | |||||||
Groop Internet Platform Inc [Member] | |||||||||
Warrant liability fair value disclosure | $ 609,000 | 444,000 | $ 444,000 | 444,000 | $ 98,000 | ||||
Revaluation of the fair value of warrants | 346,000 | ||||||||
Money Market Funds | |||||||||
Cash and marketable securities held in trust account | $ 414,275,432 | 575 | 575 | 575 | |||||
US Treasury Securities | |||||||||
Cash and marketable securities held in trust account | $ 414,232,051 | $ 414,232,051 | $ 414,232,051 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
US Treasury Securities | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 414,228,281 | |
Gross Holding Losses | 4,345 | |
Fair Value | 414,232,626 | |
US Treasury Securities | Fair Value, Inputs, Level 1 [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 414,228,281 | |
Gross Holding Losses | 4,345 | |
Fair Value | $ 414,232,626 | |
Money Market Funds | Fair Value, Inputs, Level 1 [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair Value | $ 414,275,432 |
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-Maturity | Jan. 28, 2021 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 414,228,281 | |
Fair Value, Inputs, Level 1 [Member] | Public Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | $ 17,990,000 | 35,604,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
FPA Liability | 1,650,000 | 4,225,000 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | $ 15,111,600 | $ 17,990,000 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of warrants (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | 11 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||||
Fair value as of beginning | $ 53,594,000 | $ 36,039,600 | ||||
Change in fair value | (8,467,400) | 619,600 | $ 1,342,000 | $ 1,342,000 | $ 1,961,600 | $ 18,896,400 |
Fair value as of ending | 45,126,600 | $ 36,659,200 | $ 36,039,600 | 36,039,600 | 36,659,200 | 53,594,000 |
Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair value as of beginning | 53,594,000 | 0 | 0 | 0 | ||
Initial measurement on June 11, 2020 | 34,697,600 | |||||
Change in fair value | (8,467,400) | 18,896,400 | ||||
Fair value as of ending | 45,126,600 | 53,594,000 | ||||
Warrant | Private Placement Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair value as of beginning | 17,990,000 | 0 | 0 | 0 | ||
Initial measurement on June 11, 2020 | 10,280,000 | |||||
Change in fair value | (2,878,400) | 6,476,400 | ||||
Fair value as of ending | 15,111,600 | 17,990,000 | ||||
Warrant | Public Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair value as of beginning | 35,604,000 | $ 0 | $ 0 | 0 | ||
Initial measurement on June 11, 2020 | 20,700,000 | |||||
Change in fair value | (5,589,000) | 12,420,000 | ||||
Fair value as of ending | 30,015,000 | 35,604,000 | ||||
FPA Liability [Member] | Private Placement Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair value as of beginning | 4,225,000 | |||||
Initial measurement on June 11, 2020 | 350,000 | |||||
Change in fair value | (2,575,000) | 3,875,000 | ||||
Fair value as of ending | $ 1,650,000 | $ 4,225,000 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - USD ($) | May 07, 2021 | Mar. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||||
Warrant exercise price | $ 11.50 | $ 11.50 | ||
Groop Internet Platform Inc [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Adjustments to additional paid in capital warrant issued | $ 125,000 | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs | 175,000 | |||
Upfront fees | 50,000 | |||
Warrant issuance costs | 125,000 | |||
Percentage of minimum net required on annual projections | 85.00% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 1.50% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.50% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Minimum [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.75% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 3.75% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Subsequent Event [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of minimum net required on annual projections | 85.00% | |||
Debt instrument, interest rate, stated percentage | 1.50% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.50% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.75% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 3.75% | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | JPMorgan Chase Bank NA [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Adjustments to additional paid in capital warrant issued | 125,000 | |||
Class of warrant or right, number of securities called by warrants or rights | 114,454 | |||
Warrant exercise price | $ 0.01 | |||
Proceeds from issuance of warrants | $ 20,000,000 | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | JPMorgan Chase Bank NA [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights | 114,454 | |||
Warrant exercise price | $ 0.01 | |||
Proceeds from issuance of warrants | $ 20,000,000 | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Talkspace Network LLC [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit | $ 0 | |||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Debt instrument, term | 36 months | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Talkspace Network LLC [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Talkspace Network LLC [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from lines of credit | $ 6,000,000 | |||
Line of credit facility remaining borrowing capacity | $ 14,000,000 | |||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Debt instrument, term | 36 months | |||
Groop Internet Platform Inc [Member] | Credit Agreement [Member] | Talkspace Network LLC [Member] | Subsequent Event [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Groop Internet Platform Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employer's discretionary contribution to the plan | $ 319 | $ 264 |
Defined contribution plan employer matching contribution percent of match | 100.00% | |
Defined contribution plan employer matching contribution percent of employees gross pay | 4.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 15, 2021 | Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Cash | $ 377,294 | $ 1,178,377 | ||
Class of warrant, exercise price | $ 11.50 | $ 11.50 | ||
Credit Agreement [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of minimum net required on annual projections | 85.00% | |||
Credit Agreement [Member] | Term Loan [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 1.50% | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.50% | |||
Talkspace Network LLC [Member] | Credit Agreement [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Debt instrument, term | 36 months | |||
Talkspace Network LLC [Member] | Credit Agreement [Member] | Term Loan [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||
JPMorgan Chase Bank, N.A [Member] | Credit Agreement [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights | 114,454 | |||
Class of warrant, exercise price | $ 0.01 | |||
Proceeds from issuance of warrants | $ 20,000,000 | |||
Minimum [Member] | Credit Agreement [Member] | Term Loan [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.75% | |||
Minimum [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 3.75% | |||
Subsequent Event [Member] | Credit Agreement [Member] | Term Loan [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of minimum net required on annual projections | 85.00% | |||
Debt instrument, interest rate, stated percentage | 1.50% | |||
Subsequent Event [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.50% | |||
Subsequent Event [Member] | Talkspace Network LLC [Member] | Credit Agreement [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Debt instrument, term | 36 months | |||
Subsequent Event [Member] | Talkspace Network LLC [Member] | Credit Agreement [Member] | Term Loan [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||
Subsequent Event [Member] | JPMorgan Chase Bank, N.A [Member] | Credit Agreement [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights | 114,454 | |||
Class of warrant, exercise price | $ 0.01 | |||
Proceeds from issuance of warrants | $ 20,000,000 | |||
Subsequent Event [Member] | Minimum [Member] | Credit Agreement [Member] | Term Loan [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.75% | |||
Subsequent Event [Member] | Minimum [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 3.75% | |||
Subsequent Event [Member] | Talkspace, Inc [Member] | Groop Internet Platform Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, estimated value of the entity | $ 1,400,000,000 | |||
Cash | $ 250,000,000 |