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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
in accordance with ASC 320 “Investments—Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.
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
securities at March 31, 2021 and December 31, 2020 are as follows:
 
   
Held-To-Maturity
  
Level
   
Amortized
Cost
   
Gross
Holding
Gain
   
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,
2020
 
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
and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the statement of operations.
 
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
Warrant Liabilities
 
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
Placement
 
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 
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
in accordance with ASC Topic 320 “Investments – Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At December 31, 2020, assets held in the Trust Account were comprised of $575 in cash and $414,232,051 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
 
 
  
Level
 
  
December 31,
2020
 
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.
The warrant liabilities and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations.
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
Placement
 
  
Public
 
  
Warrant
Liabilities
 
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
 
Placement
 
 
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
securities at December 31, 2020 are as follows:
 
 
  
Held-To-Maturity
 
Level
 
  
Amortized
Cost
 
  
Gross
Holding
Gain
 
  
Fair Value
 
December 31, 2020
  U.S. Treasury Securities
(Mature on 1/28/2021
)
  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.