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 August 20, 2025

Ian Harris
Chief Financial Officer
Talkspace, Inc.
622 Third Avenue
New York, NY 10017

 Re: Talkspace, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 12, 2025
 File No. 001-39314
Dear Ian Harris:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Year Ended December 31, 2024 compared to December 31, 2023
Revenues, page 48

1. Please revise your disclosure in future filings to provide a more
comprehensive and
 substantive explanation including the significant reasons for the
increases and
 decreases in revenues by payor, including the impacts of changes in
pricing versus
 volume and a thorough discussion of any significant underlying trends.
We note that
 the majority of the paragraph following the table appears to simply
repeat the
 information provided by the table above it. Refer to Item 303(b)(2) of
Regulation S-K
 and SEC Release No. 33-8350.
2. Throughout your discussion of results of operations, several of the
factors you note as
 contributing to variances between periods are not quantified as to their
magnitude.
 Please revise your disclosure in future filings to include quantitative
terms pursuant to
 Item 303(b) of Regulation S-K.
 August 20, 2025
Page 2

Consolidated Financial Statements
Note 12. Income Tax Expense, page 77

3. We see your disclosure that the main reconciling item between the
statutory tax rate of
 the company and the effective tax rate is the valuation allowance. While
that may
 have been in case in prior years it does not appear to be the case in
fiscal 2024. Please
 revise your disclosure in future filings to reflect the current
fluctuations in valuation
 allowance, considering the income in fiscal 2024 compared to losses in
prior years.
Note 13. Variable Interest Entities (VIEs), page 79

4. Revise future filings to disclose the nature of any restrictions on a
consolidated VIE's
 assets and on the settlement of its liabilities in your statement of
financial position and
 the existence of any lack of recourse if creditors (or beneficial
interest holders) of
 your consolidated VIEs have no recourse to the general credit of the
primary
 beneficiary. Reference ASC 810-10-50-3. Note that assets of consolidated
VIEs that
 can only be used to settle the obligations of the consolidated VIEs, and
liabilities for
 which creditors do not have recourse to the general credit of the
primary beneficiary
 are required to separately present on the face of your balance sheets
under ASC 810-
 10-45-25.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Julie Sherman at 202-551-3640 or Kristin Lochhead at
202-551-3664
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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