0000950170-21-004641 | 10-Q | XBRL Viewer

$ 0.0001

Conversion of Stock, Description

$ 0.0001

Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing 30 days after the closing of the Business Combination.

Conversion of stock, amount converted

$ 111,282,000

$ 0

Conversion of stock, conversion rate

$ 1.134140

Common stock, shares authorized

1,000,000,000

129,397,278

Preferred stock, shares authorized

100,000,000

Common stock, shares outstanding

152,255,736

152,293,298

13,413,431

Business acquisition, purchase price in cash

33,480,000

$ 10,700,000

Warrant liabilities

$ 12,012,000

$ 0

Warrants and rights outstanding, expiration period

5 years

Redemption trigger share price

$ 18.00

Class of Warrant or Right Minimum Notice Period For Redemption

30 days

Class of Warrant or Right Redemption Threshold Consecutive Trading Days

30 days

Common stock

Common stock, shares outstanding

152,293,298

13,375,193

^[1]

152,255,736

14,098,354

13,413,431

^[1]

13,375,193

13,345,677

13,223,673

Private Placement Warrants

Class of warrant or right issued during the period

10,280,000

Share issue price

$ 11.50

2,500,000

Warrant liabilities

$ 12,000.0

Public Warrants

Proceeds from issuance of warrants

20,700,000

$ 27,900,000

Warrants, exercise price

$ 0.01

Class of Warrant or Right Redemption Threshold Consecutive Trading Days

20 days

Old Talkspace

Date of Merger Agreement

Jan. 12, 2021

Conversion of stock, shares converted

$ 0.0001

$ 199,300,000

109,461,534

Converted Stock, Deemed Value Per Share

$ 10.00

Conversion of stock, shares issued

91,473,779

Conversion of stock, shares options

17,987,755

Conversion of stock, conversion rate

$ 1.134140

Old Talkspace | Series Seed Preferred Stock

Old Talkspace | Series Seed-1 Preferred Stock

0.001

Old Talkspace | Series Seed-2 Preferred Stock

0.001

Old Talkspace | Series A preferred stock

0.001

Old Talkspace | Series B preferred stock

0.001

Old Talkspace | Series C preferred stock

0.001

Old Talkspace | Series D preferred stock

0.001

0.001

Old Talkspace | Common stock

50,881

Warrants, exercise price

$ 2.75

$ 0.001

HEC Master Fund LP | Forward purchase agreement

60,000

Warrants, exercise price

$ 0.44

Redemption amount from forward purchase

$ 25,000,000.0

HEC Master Fund LP | Private Placement | Forward purchase agreement

HEC Master Fund LP | Common Class A

Forward purchase amount

$ 25,000,000.0

HEC Master Fund LP | Common Class A | Forward purchase agreement

Redemption of stock

25,968,043

PIPE Investors [Member] | Subscription Agreement

$ 10.00

Forward purchase unit

2,500,000

Business combination, Number of shares

30,000,000

Share issue price

$ 10.00

Business acquisition, purchase price in cash

$ 300,000,000.0

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

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Sep. 30, 2021

Dec. 31, 2020

CURRENT ASSETS:

Cash and cash equivalents

$ 222,865

$ 13,248

Accounts receivable, net

5,318

5,914

Other current assets

10,023

1,515

Total current assets

238,206

20,677

Property and equipment, net

658

175

Deferred issuance cost

692

Intangible assets, net

3,876

5,195

Goodwill

6,134

Other long-term assets

Total assets

248,956

32,873

CURRENT LIABILITIES:

Accounts payable

14,039

7,901

Deferred revenues

8,302

5,172

Accrued expenses and other current liabilities

7,634

7,416

Total current liabilities

29,975

20,489

Warrant liabilities

12,012

Other long-term liabilities

Total liabilities

42,073

20,489

CONVERTIBLE PREFERRED STOCK:

Convertible preferred stock (Series Seed, Seed-1, Seed-2, A, B, C and D) of $0.0001 par value - Authorized: 100,000,000 and 95,709,146 shares at September 30, 2021 and December 31, 2020, respectively; Issued and outstanding: 0 and 94,582,550 shares at September 30, 2021 and December 31, 2020, respectively (1)

^[1]

111,282

STOCKHOLDERS' DEFICIT:

Common stock of 0.0001 par value -- Authorized: 1,000,000,000 and 129,397,278 shares at September 30, 2021 and December 31, 2020, respectively; Issued and outstanding: 152,293,298 and 13,413,431 shares at September 30, 2021 and December 31, 2020, respectively (1)

^[1]

Additional paid-in capital (1)

^[1]

357,330

9,889

Accumulated deficit

(150,462)

(108,788)

Total stockholders' equity (deficit)

206,883

(98,898)

Total liabilities, convertible preferred stock and stockholders' (deficit)

$ 248,956

$ 32,873

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

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Convertible Preferred Stock

NOTE 8. CONVERTIBLE PREFERRED STOCK

Prior to the Business Combination, Old Talkspace’s convertible preferred stock consisted of the following (dollars in thousands):


	December 31, 2020
	Issue Price		Shares Authorized (1)		Shares Issued and Outstanding (1)		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,895,772		3,895,771	$	1,112	$	1,125
Seed-1		0.3036		8,860,187		8,860,185		2,340		2,372
Seed-2		0.3624		3,755,433		3,755,433		1,150		1,200
Series A		0.5842		18,163,165		18,163,165		9,316		9,356
Series B		1.0413		16,718,570		16,337,364		14,934		15,000
Series C		1.5839		22,412,141		22,412,141		31,226		31,300
Series D		2.7515		21,903,878		21,158,491		51,204		51,332
Total				95,709,146		94,582,550	$	111,282	$	111,685

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

The terms for the preferred stock provided that each share shall automatically be converted into shares of common stock at the then effective conversion price for such share immediately upon either (i) the closing of the sale of shares of common stock to the public at a price of at least $4.8151 per share (before deduction of the underwriting discount and commissions and subject to appropriate adjustments), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50.0 million of proceeds, before deduction of the underwriting discount and commissions, to the Company, (ii) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that is approved by the holders of at least a majority of the then outstanding shares of senior preferred stock, which shall include the holders of 55% of the outstanding shares of series D preferred stock, or (iii) the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of senior preferred stock, voting together as a single class and on an as-converted basis, which (A) shall include the holders of a majority of the outstanding shares of each of the series C preferred stock and series D preferred stock, if such conversion is not made in connection with a deemed liquidation event, and (B) shall include the holders of at least 70% of the outstanding shares of series C preferred stock and the holders of 55% of the outstanding shares of series D preferred stock, if such conversion is made in connection with a deemed liquidation event.

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

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

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Description Of Organisation And Business Operation [Abstract]

Description of organization and business operation disclosure

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Talkspace, Inc. (together with its consolidated subsidiaries, the “Company” or “Talkspace”) is a leading behavioral healthcare company enabled by a purpose-built technology platform. Talkspace provides individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video.

Talkspace, Inc. was originally incorporated as Hudson Executive Investment Corp. (“HEC”), a special purpose acquisition company, in Delaware on October 30, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization or other similar business combination with one or more businesses or entities.

Business Combination

On January 12, 2021, HEC, entered into an Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”), with Groop Internet Platform, Inc. (“Old Talkspace”), Tailwind Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”).

On June 22, 2021, as contemplated by the Merger Agreement, First Merger Sub merged with and into Old Talkspace (the “First Merger”) with Old Talkspace surviving the First Merger, and immediately following the First Merger and as part of the same overall transaction as the First Merger, Old Talkspace merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC (the “Second Merger” and, together with the First Merger, the “Business Combination”). In connection with the Business Combination, HEC filed the Certificate of Incorporation and changed its name to “Talkspace, Inc.”

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, HEC who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC are stated at historical cost, with no goodwill or other intangible assets recorded.

Old Talkspace was determined to be the accounting acquirer based on the following predominant factors:



Old Talkspace’s shareholders represent a relative majority of the voting rights in the Company and have the ability to nominate the members of the board of directors for the Company;



Old Talkspace’s operations prior to the acquisition represent the ongoing operations of the Company; and



Old Talkspace’s senior management represents a majority of the senior management of the Company.

The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Old Talkspace. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination.

See Note 3, “Business Combination,” for further details.

Other

On November 1, 2020, the Company completed an acquisition of Lasting, an app-based subscription for relationship and couple counseling for a total cash consideration of $10.7 million. In addition, the Company entered into a non-competition agreement for a total consideration of $0.9 million, which was recorded as an intangible asset.

Operating Segments

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

COVID-19

The global pandemic associated with COVID-19 has caused major disruption to all aspects of the global economy and daily life, particularly as quarantine and stay-at-home orders have been imposed by all levels of government. The Company has followed guidance by the United States, Israeli and other applicable foreign and local governments to protect its employees and operations during the pandemic and has implemented a remote environment for its business. The Company cannot predict the potential impacts of the COVID-19 pandemic on its business or operations, but continuously monitors performance and other industry reports to assess the risk of future negative impacts as the disruptions of the COVID-19 pandemic continue to evolve.

Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($)
$ in Thousands

Total

Groop

Convertible Preferred Stock

Additional Paid-in Capital

Groop

Accumulated Deficit

Groop

Common stock

Groop

^[1]

$ 111,282

^[1]

94,582,550

$ (79,599)

$ 6,818

^[1]

$ (86,418)

$ 1

^[1]

^[1]

13,223,673

^[1]

122,004

^[1]

401

^[1]

Ending balance, value at Mar. 31, 2020

(7,900)

(87,044)

7,273

^[1]

(94,318)

$ 1

^[1]

Ending balance, shares at Mar. 31, 2020

^[1]

13,345,677

Ending balance, value at Mar. 31, 2020

^[1]

$ 111,282

Ending balance, shares at Mar. 31, 2020

^[1]

94,582,550

^[1]

$ 111,282

^[1]

94,582,550

(79,599)

6,818

^[1]

(86,418)

$ 1

^[1]

^[1]

13,223,673

(11,238)

(89,706)

7,949

^[1]

(97,656)

$ 1

^[1]

^[1]

13,375,193

^[1]

$ 111,282

Beginning balance, value at Mar. 31, 2020

^[1]

94,582,550

^[1]

$ 111,282

Beginning balance, shares at Mar. 31, 2020

^[1]

94,582,550

Beginning balance, value at Mar. 31, 2020

(87,044)

7,273

^[1]

(94,318)

$ 1

^[1]

Beginning balance, shares at Mar. 31, 2020

^[1]

13,345,677

^[1]

29,516

332

^[1]

Ending balance, value at Jun. 30, 2020

(646)

(87,350)

7,613

^[1]

(94,964)

$ 1

^[1]

Ending balance, shares at Jun. 30, 2020

^[1]

13,375,193

Ending balance, value at Jun. 30, 2020

^[1]

$ 111,282

Ending balance, shares at Jun. 30, 2020

^[1]

94,582,550

336

^[1]

(2,692)

(89,706)

7,949

^[1]

(97,656)

$ 1

^[1]

^[1]

13,375,193

^[1]

$ 111,282

^[1]

94,582,550

^[1]

$ 111,282

^[1]

94,582,550

$ (98,898)

9,889

(108,788)

$ 1

^[1]

13,413,431

^[1]

^[1]

684,923

$ 797

797

1,513

Issuance of warrants

125

Ending balance, value at Mar. 31, 2021

(12,738)

(109,201)

12,324

(121,526)

$ 1

^[1]

Ending balance, shares at Mar. 31, 2021

^[1]

14,098,354

Ending balance, value at Mar. 31, 2021

^[1]

$ 111,282

Ending balance, shares at Mar. 31, 2021

^[1]

94,582,550

^[1]

$ 111,282

^[1]

94,582,550

$ (98,898)

9,889

(108,788)

$ 1

^[1]

13,413,431

^[1]

^[2]

3,340,369

$ (41,674)

$ 206,883

357,330

(150,462)

$ 15

152,293,298

$ 0

Beginning balance, value at Mar. 31, 2021

^[1]

$ 111,282

Beginning balance, shares at Mar. 31, 2021

^[1]

94,582,550

Beginning balance, value at Mar. 31, 2021

$ (109,201)

12,324

(121,526)

$ 1

^[1]

Beginning balance, shares at Mar. 31, 2021

^[1]

14,098,354

Common stock issued related to exercise of warrants, value

609

Common stock issued related to exercise of warrants, shares

^[1]

98,871

Stock Issued During Period, Shares, New Issues

^[1]

40,858,053

Stock Issued During Period, Value, New Issues

$ 185,743

$ 185,739

$ 0

$ 4

^[1]

^[1]

2,617,908

1,128

Preferred stock conversion, Share

15,196

^[1]

(94,582,550)

94,582,550

Preferred stock conversion, Value

111,282

$ (111,282)

^[1]

111,272

$ 10

^[1]

Issuance of warrants

27,945

Ending balance, value at Jun. 30, 2021

(30,441)

202,261

354,213

(151,967)

$ 15

^[1]

Ending balance, shares at Jun. 30, 2021

^[1]

152,255,736

Ending balance, value at Jun. 30, 2021

^[1]

$ 0

Ending balance, shares at Jun. 30, 2021

^[1]

Stock Issued During Period, Shares, New Issues

^[1]

Stock Issued During Period, Value, New Issues

$ (803)

$ 0

^[1]

37,562

3,875

1,505

$ 206,883

$ 357,330

$ (150,462)

$ 15

152,293,298

$ 0

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

Revenue Recognition - Schedule of Disaggregation of Revenue by Revenue Source (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues fom sales to unaffiliated customers:
Revenues	$ 26,359	$ 21,505	$ 84,499	$ 50,502
Consumer
Revenues fom sales to unaffiliated customers:
Revenues	18,631	16,923	58,286	42,208
Commercial
Revenues fom sales to unaffiliated customers:
Revenues	$ 7,728	$ 4,582	$ 26,213	$ 8,294

Summary of Fair Value Measurements

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Convertible Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Minimum [Member]
Class of Stock [Line Items]
Underwritten public offering of convertible preferred stock \| $	$ 50.0
Minimum [Member] \| Common stock
Class of Stock [Line Items]
Sale of stock, price per share \| $ / shares	$ 4.8151
Series C
Class of Stock [Line Items]
Minimum Percentage Approval of conversion by stock holders in Deemed Liquidation Event	70.00%
Series D
Class of Stock [Line Items]
Minimum percentage of firm commitment underwritten public offering approvel by stock holders	55.00%
Minimum Percentage Approval of conversion by stock holders in Deemed Liquidation Event	55.00%

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The unaudited condensed 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 condensed 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 condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 13, 2021 (the “Prospectus”). 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 condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Emerging growth company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. On the last business day of the Company’s second quarter in fiscal 2021, the aggregate market value of the Company’s ordinary shares held by its non-affiliate shareholders exceeded $700 million. As a result, as of December 31, 2021, the Company will be considered a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and the Company will cease to be an emerging growth company. Accordingly, the Company will no longer be exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Further, following the loss of emerging growth company status, the Company will be required to comply with any new or revised accounting pronouncements as of public company effective dates. Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Topic 842 “Leases”. This ASU clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU 2016-02 for non-public business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of September 30, 2021, all arrangements were classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Operating lease expenses are recognized on a straight-line basis over the lease term. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (dollars in thousands):


	Level	September 30, 2021		December 31, 2020
Liabilities:		(unaudited)
Warrant liability – Private Placement Warrants	3	$	12,012	$	-
Warrant liability – warrants to purchase Old Talkspace’s preferred D shares	3		-		444

Summary of warrants

The following table presents the changes in the fair value of warrant liabilities during the nine months ended September 30, 2021 (in thousands):


	Private Placement			Old Talkspace Warrants
Balance at December 31, 2020	$	-		$	444
Acquired in Business Combination		32,399			-
Issued in connection with closing of the Forward Purchase Agreement		7,879			-
Change in value		(28,266	)		165
Converted into equity		-			(609	)
Balance at September 30, 2021 (unaudited)	$	12,012		$	-

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue by Revenue Source

The following table presents the Company’s revenues disaggregated by revenue source (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Revenues from sales to unaffiliated customers:
Consumers	$	18,631	$	16,923	$	58,286	$	42,208
Commercial		7,728		4,582		26,213		8,294
Total	$	26,359	$	21,505	$	84,499	$	50,502

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Parenthetical)		6 Months Ended
	Jun. 22, 2021	Jun. 30, 2021
Statement of Stockholders' Equity [Abstract]
Common stock, conversion ratio	1.134140	1.134140

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

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

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods presented (dollars in thousands):


	Three months ended September 30,					Nine months ended September 30,
	2021		2020			2021			2020
Numerator:
Net income (loss)	$	1,505	$	(2,692	)	$	(41,674	)	$	(11,238	)

Denominator (1):
Weighted-average shares used in basic computations		152,267,870		13,375,193			64,638,182			13,348,522
Effect of dilutive securities		12,911,142		—			—			—
Weighted-average shares used in diluted computations		165,179,012		13,375,193			64,638,182			13,348,522

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

For the three months ended September 30, 2021, t

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Increase in the allowance for credit losses	$ 3.4	$ 3.6
Percentage of ageing balance	84.00%	27.00%

Condensed Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	100,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	129,397,278
Common stock, shares issued	152,293,298	13,413,431
Common stock, shares outstanding	152,293,298	13,413,431
Convertible Preferred Stock Series Seed Seed One Seed Two A,B,C And D
Preferred stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	95,709,146
Preferred stock, shares issued	0	94,582,550
Preferred stock, shares outstanding	0	94,582,550

Description of Organization and Business Operations - Additional Information (Detail) $ in Millions		9 Months Ended
	Nov. 01, 2020 USD ($)	Sep. 30, 2021 Segment
Description Of Organisation And Business Operation [Line Items]
Business acquisition, purchase price in cash	$ 10.7
Business acquisition, purchase price as intangible asset	$ 0.9
Number of operating segments \| Segment		1

Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Summary of Convertible preferred stock

Prior to the Business Combination, Old Talkspace’s convertible preferred stock consisted of the following (dollars in thousands):


	December 31, 2020
	Issue Price		Shares Authorized (1)		Shares Issued and Outstanding (1)		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,895,772		3,895,771	$	1,112	$	1,125
Seed-1		0.3036		8,860,187		8,860,185		2,340		2,372
Seed-2		0.3624		3,755,433		3,755,433		1,150		1,200
Series A		0.5842		18,163,165		18,163,165		9,316		9,356
Series B		1.0413		16,718,570		16,337,364		14,934		15,000
Series C		1.5839		22,412,141		22,412,141		31,226		31,300
Series D		2.7515		21,903,878		21,158,491		51,204		51,332
Total				95,709,146		94,582,550	$	111,282	$	111,685

Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Parenthetical) (Detail)	Jun. 22, 2021 $ / shares
Earnings Per Share [Abstract]
Conversion of stock, conversion rate	$ 1.134140

Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 3,875	$ 336	$ 20,584	$ 1,069
Research and Development, net
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	483	69	2,000	125
Clinical Operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	288	19	575	28
Sales and Marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	1,081		5,100	175
General and Administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 2,023	$ 283	$ 12,909	$ 741

Business Combination

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Business Combination

NOTE 3. BUSINESS COMBINATION

As discussed in Note 1, on June 22, 2021, the Company completed the Business Combination pursuant to the Merger Agreement dated January 12, 2021. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEC, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC are stated at historical cost, with no goodwill or other intangible assets recorded.

Upon the Closing, among other things, all shares of Old Talkspace’s Common Stock, par value $0.001 per share (the “Old Talkspace Common Stock”), all shares of Old Talkspace’s Series Seed Preferred Stock, par value $0.001 per share, Series Seed-1 Preferred Stock, par value $0.001 per share, Series Seed-2 Preferred Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, Series B Preferred Stock, par value $0.001 per share, Series C Preferred Stock, par value $0.001 per share and Series D Preferred Stock, par value $0.001 per share (collectively, the “Old Talkspace Preferred Stock” and, together with the Old Talkspace Common Stock, the “Old Talkspace Capital Stock”) and all vested options exercisable for Old Talkspace Common Stock (“Old Talkspace Vested Options”) outstanding as of immediately prior to Closing were cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof, a number of shares of Talkspace’s Common Stock, par value $0.0001 per share (the “Talkspace common stock”) (or, with respect to holders

of Old Talkspace Vested Options, a number of vested options exercisable for Talkspace common stock “Talkspace Vested Options”) or a combination of shares of Talkspace common stock and cash (or, with respect to holders of Old Talkspace Vested Options, a combination of Talkspace Vested Options and cash), in each case, as adjusted pursuant to the Merger Agreement, which, in the aggregate with the unvested options exercisable for Old Talkspace Common Stock assumed by Talkspace and converted into unvested options exercisable for Talkspace common stock, equaled approximately $199.3 million in cash and 109,461,534 shares of Talkspace common stock (at a deemed value of $10.00 per share). The 109,461,534 shares consisted of 91,473,779 shares issued to holders of Old Talkspace capital stock and 17,987,755 options to purchase Talkspace common stock issued to holders of Old Talkspace stock options. The exchange ratio of 1.134140 was used to convert Old Talkspace capital stock and stock options into Talkspace capital stock and stock options.

In connection with the Business Combination, a number of investors (each, a “Subscriber”) purchased from the Company an aggregate of 30,000,000 shares of common stock (the “PIPE”), for a purchase price of $10.00 per share and an aggregate purchase price of $300.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of January 12, 2021.

In addition, in connection with the execution of the Merger Agreement, Talkspace entered into an amendment to the forward purchase agreement (as amended, the “Forward Purchase Agreement”) with HEC Master Fund LP, a Delaware limited partnership and affiliate of the Sponsor (“HEC Fund”), dated June 8, 2020. Pursuant to the Forward Purchase Agreement, HEC Fund agreed to purchase 2,500,000 forward purchase units, consisting of one share of HEC’s Class A common stock and one-half of one warrant to purchase one share of HEC’s Class A common stock, for $10.00 per unit, or an aggregate amount of $25.0 million, in a private placement that would close concurrently with the Closing and to backstop up to $25.0 million of redemptions by stockholders of HEC (the “Forward Purchase”).

Immediately after giving effect to the redemption of 25,968,043 shares of HEC’s Class A common stock in connection with the Business Combination, the Forward Purchase and the PIPE Investment, there were 152,255,736 shares of Talkspace common stock and 33,480,000 warrants to purchase Talkspace common stock (the “Talkspace warrants”) outstanding. Upon the consummation of the Business Combination, HEC’s Class A common stock, warrants and units ceased trading on The Nasdaq Stock Market LLC (the “Nasdaq”), and Talkspace common stock and Talkspace warrants began trading on June 23, 2021 on Nasdaq under the symbols “TALK” and “TALKW,” respectively.

Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of common stock to 1,000,000,000 shares, $0.0001 par value per share, and authorized shares of preferred stock to 100,000,000, $0.0001 par value per share.

Public Warrants and Private Placement Warrants

As a result of the Business Combination, the Company assumed the outstanding Public Warrants to purchase 20,700,000 shares of the Company’s common stock and the outstanding Private Placement Warrants to purchase 10,280,000 shares of the Company’s common stock. Additionally, the Company issued 2,500,000 Private Placement Warrants at Closing pursuant to the Forward Purchase Agreement with HEC Fund as described above. Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing 30 days after the closing of the Business Combination. The warrants expire five years after the completion of the Business Combination.

Redemption of Warrants for Cash

The Company may call the Public Warrants for redemption:



in whole and not in part;



at a price of $0.01 per warrant;



upon a minimum of thirty (30) days’ prior written notice of redemption, or the thirty (30)-day redemption period, to each warrant holder; and



if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third business day prior to the date on which we send the notice of redemption to the warrant holders.

When the Public Warrants become redeemable, the Company may exercise the 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.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company determined the Public Warrants met the criteria to be classified as equity in accordance with ASC 815-40. The Company valued these warrants using the instrument’s publicly listed trading price on the date of acquisition and included $27.9 million related to these warrants in additional paid-in capital within stockholder’s deficit. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40. As of September 30, 2021, the Company included $12.0 million within warrant liabilities in the accompanying condensed consolidated balance sheets. Refer to Note 5, “Fair Value Measurement” for additional information.

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

NOTE 10. NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods presented (dollars in thousands):


	Three months ended September 30,					Nine months ended September 30,
	2021		2020			2021			2020
Numerator:
Net income (loss)	$	1,505	$	(2,692	)	$	(41,674	)	$	(11,238	)

Denominator (1):
Weighted-average shares used in basic computations		152,267,870		13,375,193			64,638,182			13,348,522
Effect of dilutive securities		12,911,142		—			—			—
Weighted-average shares used in diluted computations		165,179,012		13,375,193			64,638,182			13,348,522

For the three months ended September 30, 2021, the following were excluded from the calculation of diluted income per share since each would have had an anti-dilutive effect: 7,396,187 stock options, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company’s common stock. For the nine months ended September 30, 2021, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 24,182,910 stock options, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company’s common stock.

Subsequent Event

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Event

NOTE 12. SUBSEQUENT EVENT

On November 15, 2021, the Company announced that Oren and Roni Frank, co-founders of the Company, will depart from their respective roles as Chief Executive Officer and Head of Clinical Services and will step down as members of the Board of Directors, effective immediately. The Chairman of the Board of Directors was appointed as Interim Chief Executive Officer.

Condensed Consolidated Statement of Operations and Comprehensive Loss (Parenthetical)		6 Months Ended
	Jun. 22, 2021	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Common stock, conversion ratio	1.134140	1.134140

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity under 2014 Plan and 2021 Plan

A summary of the Company’s stock option activity under the 2014 Plan and 2021 Plan to employees, directors and service providers is as follows (dollars in thousands):


	Nine months ended September 30, 2021 (1)
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at the beginning of the period		20,525,332		$	0.71		6.76	$	153,934
Granted		7,317,853		$	6.18
Exercised		(3,340,369	)	$	0.60
Forfeited		(319,906	)	$	1.53
Outstanding at the end of the period		24,182,910		$	2.37		7.50	$	49,277
Exercisable at the end of the period		13,075,066		$	0.65		6.03	$	39,599

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

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 condensed consolidated statements of operations and comprehensive income (loss) (in thousands):


	Three months ended September 30,					Nine months ended September 30,
	2021		2020			2021		2020
Research and development, net	$	483	$	69		$	2,000	$	125
Clinical Operations		288	19				575	28
Sales and Marketing		1,081		(35	)		5,100	175
General and administrative		2,023	283				12,909	741
Total stock-based compensation expense	$	3,875	$	336		$	20,584	$	1,069

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Nov. 08, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	TALKSPACE, INC.
Entity Central Index Key	0001803901
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		152,307,497
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-39314
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4636604
City Area Code	212
Local Phone Number	284-7206
Document Quarterly Report	true
Document Transition Report	false
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	TALK
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	TALKW
Security Exchange Name	NASDAQ

Share-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 9. SHARE-BASED COMPENSATION

The Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers.

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

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

An aggregate of 15,875,574 shares of Talkspace common stock are available for issuance under the 2021 Plan and the maximum number of shares of Talkspace common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 100,000,000. The aggregate share limit under the 2021 Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031 by a number of shares equal to the lesser of (i) a number equal to 5% of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as is determined by the Talkspace board of directors.

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

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

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

A summary of the Company’s stock option activity under the 2014 Plan and 2021 Plan to employees, directors and service providers is as follows (dollars in thousands):


	Nine months ended September 30, 2021 (1)
	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding at the beginning of the period		20,525,332		$	0.71		6.76	$	153,934
Granted		7,317,853		$	6.18
Exercised		(3,340,369	)	$	0.60
Forfeited		(319,906	)	$	1.53
Outstanding at the end of the period		24,182,910		$	2.37		7.50	$	49,277
Exercisable at the end of the period		13,075,066		$	0.65		6.03	$	39,599

The weighted average grant date fair value of stock options granted to employees during the periods ended September 30, 2021 and 2020 was $3.91 and $1.72 per share, respectively.

During the nine months ended September 30, 2021, the Company issued 650,000 warrants to certain consultants in connection with the Closing of the Business Combination.


	Three months ended September 30,					Nine months ended September 30,
	2021		2020			2021		2020
Research and development, net	$	483	$	69		$	2,000	$	125
Clinical Operations		288	19				575	28
Sales and Marketing		1,081		(35	)		5,100	175
General and administrative		2,023	283				12,909	741
Total stock-based compensation expense	$	3,875	$	336		$	20,584	$	1,069

As of September 30, 2021, there was $35.0 million of total unrecognized compensation cost related to non-vested options that are expected to be recognized over a period of up to 4 years.

As a result of the Business Combination, the Company recognized $13.6 million in stock compensation expense related to the modification of vested stock options. Additionally, the unrecognized compensation cost includes $4.1 million of expense related to the modification of unvested stock options in connection with the Business Combination. This cost will be recognized over the vesting period for the respective stock options.

Taxes on Income

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Taxes on Income

NOTE 11. TAXES ON INCOME

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

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

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

+ References + Details

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (41,674)	$ (11,238)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,458	55
Amortization of debt issuance cost	175	0
Stock-based compensation	20,584	1,069
Warrant issuance cost and change in fair value	(23,842)	0
Increase in accounts receivable	596	(3,045)
Increase in other current assets	(8,515)	(1,108)
Increase in accounts payable	7,113	2,021
Increase in deferred revenues	3,130	3,390
(Decrease) increase in accrued expenses and other current liabilities	(134)	2,193
Net cash used in operating activities	(41,109)	(6,663)
Cash flows from investing activities:
Purchase of property and equipment	(622)	(43)
Proceeds from restricted long-term bank deposit	0	414
Net cash (used in) provided by investing activities	(622)	371
Cash flows from financing activities:
Proceeds from reverse capitalization, net of transaction costs	249,428	0
Proceeds from borrowings	6,000	0
Repayment of borrowings	(6,000)	0
Payment of debt issuance cost	(50)	0
Proceeds from exercise of stock options	1,970	62
Net cash provided by financing activities	251,348	62
Change in cash and cash equivalents	209,617	(6,230)
Cash and cash equivalents at the beginning of the period	13,248	39,632
Cash and cash equivalents at the end of the period	222,865	33,402
Supplemental cash flow data:
Cash paid for interest	115	29
Non-Cash financing activities:
Conversion of preferred stock to common stock	$ 111,282	$ 0

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

Sep. 30, 2021

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[3]

Dec. 31, 2020

Sep. 30, 2020

^[3]

Jun. 30, 2020

^[3]

Mar. 31, 2020

^[3]

Dec. 31, 2019

^[3]

^[1]

$ 0

$ 111,282

Seed | Old Talkspace's

$ 0.3275

^[2]

3,895,772

^[2]

3,895,771

^[2]

3,895,771

$ 1,112

$ 1,125

Seed-1 | Old Talkspace's

$ 0.3036

^[2]

8,860,187

^[2]

8,860,185

^[2]

8,860,185

$ 2,340

$ 2,372

Seed-2 | Old Talkspace's

$ 0.3624

^[2]

3,755,433

^[2]

3,755,433

^[2]

3,755,433

$ 1,150

Series A | Old Talkspace's

$ 1,200

$ 0.5842

^[2]

18,163,165

^[2]

18,163,165

^[2]

18,163,165

$ 9,316

Series B | Old Talkspace's

$ 9,356

$ 1.0413

^[2]

16,718,570

^[2]

16,337,364

^[2]

16,337,364

$ 14,934

Series C | Old Talkspace's

$ 15,000

$ 1.5839

^[2]

22,412,141

^[2]

22,412,141

^[2]

22,412,141

$ 31,226

Series D | Old Talkspace's

$ 31,300

$ 2.7515

^[2]

21,903,878

^[2]

21,158,491

^[2]

21,158,491

$ 51,204

Convertible Preferred Stock

$ 51,332

Convertible Preferred Stock | Old Talkspace's

94,582,550

^[3]

94,582,550

^[2]

95,709,146

^[2]

94,582,550

^[2]

94,582,550

$ 111,282

Revenue from Contract with Customer [Abstract]

$ 111,685

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

Borrowing Arrangements

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Borrowing Arrangements

NOTE 6. BORROWING ARRANGEMENTS

On March 15, 2021, Talkspace entered into a credit and security agreement (the “Credit Agreement”) by and among, Talkspace and Talkspace Network LLC, as borrowers (each and collectively, jointly and severally, “Borrower”) and JPMorgan Chase Bank, N.A. and the other loan parties party thereto to provide Borrower with a term loan of up to $15.0 million, which was available to be drawn in a period of twelve months. The term loan will be required to be repaid within thirty-six months, beginning twelve months from the effective date of the Credit Agreement. In addition, under the Credit Agreement, the Borrower was provided with a credit line of up to $5.0 million, available for a period of two years from the effective date of the Credit Agreement.

Under the Credit Agreement, Borrower was required to maintain a minimum 85% of the net revenue disclosed in the annual projections. The loans bore 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 ($20.0 million) in connection with the issuance of additional equity interests. The Warrant provided that, if the Company either were to close the Mergers or receive such net proceeds from an equity issuance prior to June 30, 2021, the Warrant would be exercisable for zero shares and would automatically terminate. Otherwise, the Warrant would be exercisable until March 15, 2031 unless earlier terminated by the lender. During the three months ended March 31, 2021, the Company recorded $0.1 million in additional paid-in capital related to the estimated value of the issued warrant. As a result of the closing of the Business Combination, the Warrant was cancelled during June 2021.

In May 2021, the Company borrowed $6.0 million under the Credit Agreement to provide for additional liquidity. This amount was repaid in June 2021. In June 2021, the Company terminated the Credit Agreement.

During the nine months ended September 30, 2021, the Company recorded debt issuance costs of $0.2 million, which comprised of $0.1 million in upfront fees and $0.1 million for the issued warrant. These costs were fully amortized through the termination of the Credit Agreement.

Revenue Recognition

9 Months Ended

Sep. 30, 2021

Revenue Recognition

NOTE 4. REVENUE RECOGNITION

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

The Company 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 (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Revenues from sales to unaffiliated customers:
Consumers	$	18,631	$	16,923	$	58,286	$	42,208
Commercial		7,728		4,582		26,213		8,294
Total	$	26,359	$	21,505	$	84,499	$	50,502

Accounts Receivable and Allowance for Credit Losses

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 conditions and market conditions. The Company 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. As of September 30, 2021, the allowance for credit losses mainly related to receivables from the Company’s health plan customers.

During the three months ended September 30, 2021, the Company recorded an increase in the allowance for credit losses of $3.4 million, with approximately 84% of this amount related to aged balances over 90 days outstanding. During the nine months ended September 30, 2021, the Company recorded an increase in the allowance for credit losses of $3.6 million, with approximately 27% of this amount related to aged balances prior to 2021.

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 5. FAIR VALUE MEASUREMENT

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.

In connection with the consummation of the Business Combination, the Company acquired Private Placement Warrants from HEC. Additionally, there were Private Placement Warrants that were issued related to the closing of the Forward Purchase Agreement with the HEC Fund as described in Note 3. The Company measures its Private Placement Warrants at fair value on a recurring basis. 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 the Company’s common stock. The expected volatility of the Company’s common stock was estimated to be approximately 65% as of September 30, 2021.

Prior to the Business Combination, Old Talkspace had issued warrants to purchase its common stock and its Series D preferred stock. In connection with the Business Combination, the warrants to purchase Old Talkspace’s common stock and its Series D preferred stock were exercised and converted into common shares of the Company during June 2021. As of December 31, 2020, there were 60,000 outstanding warrants to purchase the Old Talkspace’s common stock for a price of $0.44 per share and 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $2.75 per share. The inputs related to Old Talkspace’s share prices prior to the Business Combination were determined based on management’s assumptions and based on the Option Pricing Model (“OPM”). The fair value of the underlying preferred share price was determined by the board of directors, considering among others, a third-party valuation. These inputs were considered to be a Level 3 measurement.


	Level	September 30, 2021		December 31, 2020
Liabilities:		(unaudited)
Warrant liability – Private Placement Warrants	3	$	12,012	$	-
Warrant liability – warrants to purchase Old Talkspace’s preferred D shares	3		-		444

The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within financial income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss).

The following table presents the changes in the fair value of warrant liabilities during the nine months ended September 30, 2021 (in thousands):


	Private Placement			Old Talkspace Warrants
Balance at December 31, 2020	$	-		$	444
Acquired in Business Combination		32,399			-
Issued in connection with closing of the Forward Purchase Agreement		7,879			-
Change in value		(28,266	)		165
Converted into equity		-			(609	)
Balance at September 30, 2021 (unaudited)	$	12,012		$	-

In connection with the consummation of the Business Combination, the Company also acquired Public Warrants from HEC and also issued equity warrants to certain consultants. The Company determined these warrants met the criteria to be classified as equity in accordance with ASC 815-40. The Company valued these warrants using the instrument’s publicly listed trading price on the date of acquisition or issuance, where applicable, and included in additional paid-in capital within stockholder’s deficit. This is considered to be a non-recurring Level 1 measurement due to the use of an observable market quote in an active market.

Research and development, net

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

+ References + Details

Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Revenues

$ 26,359

$ 21,505

$ 84,499

$ 50,502

Cost of revenues

12,187

6,414

33,698

17,394

Gross profit

14,172

15,091

50,801

33,108

Operating expenses:

4,278

2,199

12,023

7,327

Clinical operations

1,896

899

5,886

2,535

Sales and marketing

26,431

12,660

75,125

30,020

General and administrative

6,794

1,737

23,112

4,198

Total operating expenses

39,399

17,495

116,146

44,080

Operating loss

(25,227)

(2,404)

(65,345)

(10,972)

Financial income (expense), net

26,743

(285)

23,700

(254)

Income (Loss) before taxes on income

1,516

(2,689)

(41,645)

(11,226)

Taxes on income

Other comprehensive income (loss)

1,505

(2,692)

(41,674)

(11,238)

Comprehensive income (loss)

$ 1,505

$ (2,692)

$ (41,674)

$ (11,238)

Net income (loss) per share (1):

Basic

^[1]

$ 0.01

$ (0.20)

$ (0.64)

$ (0.84)

Diluted

^[1]

$ 0.01

$ (0.20)

$ (0.64)

$ (0.84)

Basic

^[1]

152,267,870

13,375,193

64,638,182

13,348,522

Diluted

^[1]

165,179,012

13,375,193

64,638,182

13,348,522

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

Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Private Placement Warrants
Liabilities:
Warrant Liability	$ 12,012	$ 0
Preferred D stock
Liabilities:
Warrant Liability	$ 0	$ 444

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The unaudited condensed 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 condensed 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 condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 13, 2021 (the “Prospectus”).
Use of estimates	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 condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Emerging growth company	Emerging growth company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. On the last business day of the Company’s second quarter in fiscal 2021, the aggregate market value of the Company’s ordinary shares held by its non-affiliate shareholders exceeded $700 million. As a result, as of December 31, 2021, the Company will be considered a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and the Company will cease to be an emerging growth company. Accordingly, the Company will no longer be exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the Company’s independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Further, following the loss of emerging growth company status, the Company will be required to comply with any new or revised accounting pronouncements as of public company effective dates.
Recently adopted accounting standards	Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Topic 842 “Leases”. This ASU clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU 2016-02 for non-public business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of September 30, 2021, all arrangements were classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Operating lease expenses are recognized on a straight-line basis over the lease term. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes.

Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Detail) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Sep. 30, 2021

Sep. 30, 2020

Numerator:

Weighted-average shares used in basic computations

$ 1,505,000

$ (30,441,000)

$ (12,738,000)

$ (2,692,000)

$ (646,000)

$ (7,900,000)

$ (41,674,000)

$ (11,238,000)

Denominator:

^[1]

152,267,870

13,375,193

64,638,182

13,348,522

Effect of dilutive securities

$ 12,911,142

$ 0

Weighted-average shares used in diluted computations

^[1]

165,179,012

13,375,193

64,638,182

13,348,522

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

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (b)
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+ Details

Share-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2021

Jun. 30, 2021

^[2]

Mar. 31, 2021

^[2]

Sep. 30, 2020

Jun. 30, 2020

^[2]

Mar. 31, 2020

^[2]

Sep. 30, 2021

Sep. 30, 2020

Stock option award granted

^[1]

3,340,369

^[1]

7,317,853

Total unrecognized compensation cost non-vested options to be recognized, period

4 years

Warrants issue

650,000

Share based compensation expense

$ 3,875

$ 336

$ 20,584

$ 1,069

Employee Stock Option

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Weighted average grant date fair value

$ 3.91

$ 1.72

Total unrecognized compensation cost, non-vested options

$ 35,000

Additional stock compensation expense related to modification of stock options as a result of the Business Combination

13,600

Additional unrecognized stock compensation expense related to modification of stock options as a result of the Business Combination

$ 4,100

2021 Incentive Award Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Common shares reserved for issuance

15,875,574

Common stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]