SecProbe.io

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 September 18, 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 completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

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 September 08, 2025 VIA EDGAR   Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549   Attention: Julie Sherman, Senior Staff Accountant Kristin Lochhead, Senior Staff Accountant   Re: Talkspace, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 (the “2024 10-K”) Filed March 12, 2025 File No. 001-39314     Dear Ms. Sherman and Ms. Lochhead: On behalf of Talkspace, Inc. (the “Company”), this letter is being submitted in response to the comment letter dated August 20, 2025 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) addressed to Ian Harris, Chief Financial Officer of the Company regarding the above-referenced filing. This letter contains the Company’s responses to the Comment Letter. For your convenience, each comment is repeated below in italics, followed immediately by the Company’s response.   Form 10-K for the fiscal 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. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure in future filings, beginning with its next Form 10-Q, to include the information requested.

 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. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure in future filings, beginning with its next Form 10-Q, to include information requested.   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. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its income tax disclosure in future filings, beginning with its next Form 10-K, to include the information requested.   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. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure in future filings, beginning with its next Form 10-Q, to include the information requested.

   We hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact the undersigned at ian.harris@talkspace.com, should you have any questions or comments regarding this response. Thank you very much for your attention to this matter.

                                           By:
    /s/ Ian Harris

         Ian Harris

         Chief Financial Officer

         Talkspace, Inc.

       cc: John Reilly, Chief Legal Officer and EVP Government Relations, Talkspace, Inc. James Giesel, Frost Brown Todd LLP Yael Naftaly, Kost Forer Gabbay & Kasierer, A Member of EY Global

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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
</TEXT>
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United States securities and exchange commission logo
February 6, 2023
Jennifer Fulk
Chief Financial Officer
Talkspace, Inc.
.
.
Re:Talkspace, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
File No. 001-39314
Dear Jennifer Fulk:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       John Reilly, General Counsel

CORRESP
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                                                   January 26, 2023

  VIA EDGAR AND MAIL

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Attention:	Michael Fay

  	    	Brian Cascio, Accounting Branch Chief

  Re: Talkspace, Inc.

  Form 10-K for the fiscal year ended December 31, 2021 (the “2021 10-K”)

  Filed February 25, 2022

  Response Dated December 22, 2022

  File No. 001-39314

  Dear Mr. Fay:

  This letter is being submitted in response to the comment letter dated January 12, 2023 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) addressed to Jennifer Fulk, Chief Financial Officer (the “Company”). This letter contains the Company’s responses to the Comment Letter. For your convenience, each comment is repeated below in italics, followed by the Company’s response.

  Form 10-K for the fiscal year ended December 31, 2021

  Management's Discussion and Analysis of Financial Condition and Results of Operations Revenues, page 64

  1.We note in your response to prior comment 2 that revenue prior to the impact of revenue reserves is a non-GAAP measure. It appears that this non-GAAP measure represents a tailored accounting principle prohibited by Rule 100(b) of Regulation G, as discussed in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (CD&Is). Please remove this non-GAAP measure from future filings. Alternatively, tell us how you comply with the guidance.

  Response

  In response to the Staff’s comment, the Company will remove “revenue prior to the impact of revenue reserves” from all future filings and other public disclosures.

  Revenue Reserves, page 82

  2.We have reviewed your responses to prior comments 3 and 4 and have the following comments:

  Response

  • Your references to, and use of, revenue reserves does not appear consistent with the guidance in ASC 606 as ASC 606 does not make reference to reserves. Please explain to us in further detail the nature of your revenue reserves, how revenue reserves are determined, and how your use of revenue reserves complies with ASC 606.

  In response to the Staff’s comment, the Company’s revenues are generated from service contracts with enterprises, health plans clients and employee assistance (EAP) organizations ("collectively", B2B revenue) and individual customers (B2C revenue). Revenues are recognized when the Company satisfies its performance obligation to perform its defined contractual obligations to provide virtual behavioral healthcare services. Revenue is recognized in an amount that reflects the consideration that is expected to be collected in exchange for the service rendered.

  B2B revenue is recognized at a point in time as virtual behavioral healthcare therapy or a psychiatry session is rendered to our health plan clients’ and EAP organizations’ eligible covered members. Health plan clients and EAP organizations are insurance payors. It is customary business practice in the healthcare industry for insurance payors to pay less than the contractually stated rates due to denied insurance claims. While health plan clients and EAP organizations are meant to pay the Company based on contracted rates or the Company’s billed charges, payments received from these customers are generally less than billed charges. As a result, the Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate at each quarterly reporting date. This estimate (also known as “implicit price concession”) is primarily based on actual historical collection data for each insurance payor over a twelve-month period. Revenue from health insurance plans and EAP organizations is presented net of implicit price concessions.

  The Company agrees that ASC 606 does not include reference to revenue reserves. The Company used the term “revenue reserves” to describe and report the variable consideration portion of revenue generated from its contracts with health plan clients and EAP organizations. In order to avoid further confusion, in future filings the Company will use the term “variable consideration” in place of “revenue reserves.”

  B2C revenue is recognized ratably over the subscription period, beginning when therapy services commence. The transaction price includes variable consideration in the form of refunds. The Company estimates the refund liability for the variable consideration primarily based on historical experience, which is recorded within the “Accrued expenses and other current liabilities” line item in the consolidated balance sheet. The refund liability balance was less than $600,000 as of December 31, 2021 and is currently expected to be less than $300,000 as of December 31, 2022. Revenue from B2C customers is presented net of refunds.

  •  In addition, you set forth that you have not recorded any bad debt expense for 2021 and 2020 and that your contracts do not contain variable consideration, but it appears that you are applying ASC 606-10-32-5 when you record revenue reserves. Please clarify for us whether the promised consideration is variable as set forth in either ASC 606-10-32-7 (a) or (b).

  As noted above, the Company’s B2B customers (health plan clients and EAP organizations) are insurance payors. Although the Company makes every effort to collect the full amounts due from these customers, it is customary business practice in the healthcare industry for insurance payors to pay less than the contractually stated rates due to denied insurance claims and as such the Company has accepted that certain claims or portions of claims will not be paid by these customers. As a result, the Company has concluded that the promised consideration is variable pursuant to paragraph (a) of ASC 606-10-32-7, which states that “the customer has a valid expectation arising from an entity’s customary business practices, that the entity will accept an amount of consideration that is less than the price stated in the contract; that is, it is expected that the entity will offer a price concession.”

  Therefore, the Company has been applying ASC 606-10-32-5 since it has been applicable. In future filings the Company will use the term “variable consideration” in place of “revenue reserves” to describe the variable consideration component of revenue.

  • Please clarify for us which of the methods under ASC 606-10-32-8 you utilize to estimate variable consideration, if applicable.

  In response to the Staff’s comment, the Company notes that since the majority of the Company’s contracts with health plan clients and EAP organizations have similar characteristics, the Company estimates the amount of variable consideration by applying the guidance in ASC 606-10-32-8 using the expected value method primarily based on actual historical collection data for each insurance payor over a twelve-month period.

  The Company will expand the disclosures with respect to the methods used by the Company to estimate variable consideration in future filings. Please refer to the following response for a draft of the expanded disclosures.

  • Revise your disclosure to include all of the items required by ASC 606-10-50, as applicable. For example, provide the qualitative and quantitative disclosure about the significant judgments and changes in judgments, including inputs and assumptions, related to your accounting for discounts, rebates, refunds, or credits, as set forth in ASC 606-10- 50-1(b), 50-17, and 50-20.

  In response to the Staff’s comment, the Company notes the current disclosure and paragraph titled ‘Revenue Reserves’ on page 82 will be removed and the following will be added to the ‘Revenue Recognition’ section in future fillings. The Company will also remove all references to “revenue reserves” in future filings.

  Proposed additional disclosure:

  The transaction price is determined based on the consideration to which the Company will be entitled in exchange for the service rendered. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that is included in the transaction price using the expected value method, as this method best predicts the amount of consideration to which the Company will be entitled based on the terms of its contracts. Variable consideration is included in the transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

  The Company contracts with health insurance plans and employee assistance (EAP) organizations to provide therapy and psychiatry services to their eligible covered members. Revenue is recognized at a point in time when a virtual therapy or psychiatry session is rendered. The transaction price is determined based on contracted rates and includes variable consideration in the form of price concessions. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate at each reporting date. The Company determines its estimate of variable consideration primarily based on actual historical collection experience for each insurance payor over a twelve-month period. Revenue from health insurance plans and EAP organizations is presented net of implicit price concessions.

  The Company also generates revenues from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to the Company's therapy platform as well as supplementary a la carte offerings directly to individual consumers. The Company recognizes member subscription revenues ratably over the subscription period, beginning when therapy services commence. The Company recognizes revenues from supplementary a la carte offerings at a point in time, as virtual therapy sessions are rendered. Individuals may cancel their subscription at any time and will receive a pro-rata refund for the subscription price. The transaction price includes variable consideration in the form of refunds. The Company estimates the refund liability for the variable consideration portion of the transaction price primarily based on historical experience, which is recorded within the “Accrued expenses and other current liabilities” line item in the consolidated balance sheet. Revenue from individual consumers is presented net of refunds.

  • Please provide us a revised accounting policy and disclosure that address any changes or clarifications from the preceding comments, to be included in future filings.

  The Company included its revised accounting policy disclosure in response to the previous comment. The Company confirms that this disclosure is reflective of the Company’s accounting policy and the accounting policy and disclosure will be updated to the extent changes are made.

  Please do not hesitate to contact the undersigned should you have any questions or comments regarding this response. Thank you very much for your attention to this matter.

                                                                                                                                  By: /s/ Jennifer Fulk

                                                                                                                                        Jennifer Fulk

                                                                                                                                        Chief Financial Officer

  cc:

  John Reilly, Talkspace General Counsel

  Brett Nadritch, Milbank LLP

  Yael Naftaly, Kost Forer Gabbay & Kasierer, A Member of EY Global

United States securities and exchange commission logo
January 12, 2023
Jennifer Fulk
Chief Financial Officer
Talkspace, Inc.
.
.
Re:Talkspace, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
Response Dated December 22, 2022
File No. 001-39314
Dear Jennifer Fulk:
            We have reviewed your December 22, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 13, 2022 letter.
Form 10-K for the fiscal year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenues, page 64
1.We note in your response to prior comment 2 that revenue prior to the impact of revenue
reserves is a non-GAAP measure.  It appears that this non-GAAP measure represents a
tailored accounting principle prohibited by Rule 100(b) of Regulation G, as discussed in
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations (CD&Is).  Please remove this non-GAAP measure from future filings.
Alternatively, tell us how you comply with the guidance.

 FirstName LastNameJennifer Fulk
 Comapany NameTalkspace, Inc.
 January 12, 2023 Page 2
 FirstName LastName
Jennifer Fulk
Talkspace, Inc.
January 12, 2023
Page 2

Consolidated Financial Statements
Revenue Recognition, page 80
2.We have reviewed your responses to prior comments 3 and 4 and have the following
comments:
•Your references to, and use of, revenue reserves does not appear consistent with the
guidance in ASC 606 as ASC 606 does not make reference to reserves.  Please
explain to us in further detail the nature of your revenue reserves, how revenue
reserves are determined, and how your use of revenue reserves complies with ASC
606;
•In addition, you set forth that you have not recorded any bad debt expense for 2021
and 2020 and that your contracts do not contain variable consideration, but it appears
that you are applying ASC 606-10-32-5 when you record revenue reserves.  Please
clarify for us whether the promised consideration is variable as set forth in
either ASC 606-10-32-7 (a) or (b);
•Please clarify for us which of the methods under ASC 606-10-32-8 you utilize to
estimate variable consideration, if applicable;
•Revise your disclosure to include all of the items required by ASC 606-10-50, as
applicable.  For example, provide the qualitative and quantitative disclosure about the
significant judgments and changes in judgments, including inputs and assumptions,
related to your accounting for discounts, rebates, refunds, or credits, as set forth in
ASC 606-10- 50-1(b), 50-17, and 50-20; and
•Please provide us a revised accounting policy and disclosure that address any changes
or clarifications from the preceding comments, to be included in future filings.
            You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 if you have questions regarding the comments and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       John Reilly, General Counsel

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  CORRESP

  December 22, 2022

  VIA EDGAR SUBMISSION

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Attention:	Michael Fay

  	    	Brian Cascio, Accounting Branch Chief

  Re:  Talkspace, Inc.

          Form 10-K for the fiscal year ended December 31, 2021

          Filed February 25, 2022

          File No. 001-39314

  Dear Mr. Fay:

  This letter is being submitted in response to the comment letter dated December 13, 2022 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) addressed to Jennifer Fulk, Chief Financial Officer (the “Company”). This letter contains the Company’s responses to the Comment Letter. For your convenience, each comment is repeated below in italics, followed by the Company’s response.

  Form 10-K for the fiscal year ended December 31, 2021

  Cover, page 1

  1.Please revise your filing to provide the address of your principal executive offices.

  Response

  In response to the Staff’s comment, the Company notes it was a remote-only company with no permanent physical office space until recently. The majority of the Company’s employees are still working remotely, as noted in Note 9 on page 90 of the 2021 Form 10-K. The Company recently entered into a lease for principal executive office space and that address will be included in the 2022 Form 10-K and future filings.

  1

  Management's Discussion and Analysis of Financial Condition and Results of Operations Revenues, page 64

  2.We note your reference to higher revenue reserves. Please clarify for us and in future filings the specific reasons for the higher revenue reserves. In addition, we note your reference to revenue from your health plan clients, prior to the impact of revenue reserves. Please clarify whether your reference to revenue prior to the impact of revenue reserves is a non-GAAP measurement.

  Response

  In response to the Staff’s comment, the Company notes its higher revenue reserves were due to higher revenues from health plan clients in FY 2021 compared to FY 2020 and longer history of collection trends helping the Company better refine its estimates. The Company started offering their services to health plan clients in the second half of 2019 and revenues have increased due to the increase in the number of health plan clients during the past couple of years.

  The Company acknowledges that revenue prior to the impact of revenue reserves is a non-GAAP measurement. In future filings that include the measure revenue prior to the impact of revenue reserves, the Company will clearly and prominently identify the measure as a non-GAAP measure, include all information required pursuant to Item 10(e) of Regulation S-K and Regulation G, including a reconciliation to the most comparable GAAP measure, a statement about why the Company believes use of the metric is helpful to management and investors and a statement about the limitations of the non-GAAP measurement.

  Consolidated Financial Statements

  Revenue Recognition, page 80

  3.Please tell us whether the consideration promised in your contracts contains a variable amount, as set forth in ASC 606-10-32-5 through 32-10, and describe for us any related accounting. Revise your disclosure in future filings to address these matters, as well. In addition, address how you considered the requirement to record a refund liability as part of your accounting.

  Response

  In response to the Staff’s comment, the Company’s consideration promised in its contracts does not contain variable consideration as all contracts contain predetermined fixed prices. The Company considered the guidance of ASC 606-10-32-5 through 32-10 with respect to variable consideration and although its contracts do not generally contain refund provisions, the Company can from time to time provide refunds to its business to consumer members, as such the Company has estimated the refund liability for prepaid or unused subscription services which was recorded as a reduction against revenue as noted on page 82 of the 2021 Form 10-K, however the Company notes that estimated refunds were immaterial for the years ended December 31, 2021 and 2020.

  The Company advises the Staff that it will clarify the related disclosure in future filings to be consistent with the information provided above.

  2

  Revenue Reserves, page 82

  4.Please explain to us how your recognition of revenue reserves complies with ASC 606. In this regard, identify the specific provisions you are relying upon for your accounting and presentation. In addition, we note revenue reserves are recorded as a reduction against revenue when identified. Clarify how you have considered ASC 606-10-45-4 as it relates to recording an expense related to the measurement of receivables.

  Response

  In response to the Staff’s comment, ASC 606-10-32-5 states that “an entity shall estimate the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer”.

  The Company recognizes revenues primarily based on the Company’s assessment of its customers' ability and intention to pay and based on historical collection experience. Based on such analysis, revenues are recognized only for amounts expected to be collected. Amounts not expected to be collected were disclosed as revenue reserves which are offset from the receivable balance. The Company reviews on a quarterly basis the adequacy of its revenue reserves.

  In addition, the Company reviews specific events, e.g., a bankruptcy filing, that suggests the customer no longer has the ability and intent to pay the amount due and, therefore, represents an impairment (bad debt) which should be accounted for under ASC 606-10-45-4 and ASC 326 Credit Losses, however no such events occurred in FY 2021 or FY 2020.

  The Company advises the Staff that it will clarify the related disclosure in future filings to be consistent with the information provided above.

  Please do not hesitate to contact the undersigned should you have any questions or comments regarding this response. Thank you very much for your attention to this matter.

    By:   /s/ Jennifer Fulk

            Jennifer Fulk

            Chief Financial Officer

  cc:

  John Reilly, Talkspace general Counsel

  Brett Nadritch, Milbank LLP

  Yael Naftaly, Kost Forer Gabbay & Kasierer, A Member of EY Global

  3

United States securities and exchange commission logo
December 13, 2022
Jennifer Fulk
Chief Financial Officer
Talkspace, Inc.
.
.
Re:Talkspace, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
File No. 001-39314
Dear Jennifer Fulk:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Cover, page 1
1.Please revise your filing to provide the address of your principal executive offices.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenues, page 64
2.We note your reference to higher revenue reserves.  Please clarify for us and in future
filings the specific reasons for the higher revenue reserves.  In addition, we note your
reference to revenue from your health plan clients, prior to the impact of revenue
reserves.  Please clarify whether your reference to revenue prior to the impact of revenue
reserves is a non-GAAP measurement.

 FirstName LastNameJennifer Fulk
 Comapany NameTalkspace, Inc.
 December 13, 2022 Page 2
 FirstName LastName
Jennifer Fulk
Talkspace, Inc.
December 13, 2022
Page 2
Consolidated Financial Statements
Revenue Recognition, page 80
3.Please tell us whether the consideration promised in your contracts contain a variable
amount, as set forth in ASC 606-10-32-5 through 32-10, and describe for us any related
accounting.  Revise your disclosure in future filings to address these matters, as well.  In
addition, address how you considered the requirement to record a refund liability as part
of your accounting.
Revenue Reserves, page 82
4.Please explain to us how your recognition of revenue reserves complies with ASC 606.  In
this regard, identify the specific provisions you are relying upon for your accounting and
presentation.  In addition, we note revenue reserves are recorded as a reduction against
revenue when identified.  Clarify how you have considered ASC 606-10-45-4 as it relates
to recording an expense related to the measurement of receivables.
            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.
            You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       John Reilly, General Counsel

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CORRESP

 Talkspace, Inc.

July 9, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Talkspace, Inc.

Registration Statement on Form S-1

Filed July 2, 2021

File No. 333-257686

To whom it may concern:

 Pursuant to Rule
461(a) under the Securities Act of 1933, as amended, Talkspace, Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-257686) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on July 12, 2021 or as soon as practicable
thereafter.

 The Company requests that we be notified of such effectiveness by a telephone call to Marc Jaffe of Latham & Watkins
LLP at (212) 906-1281 or to Rachel Sheridan of Latham & Watkins LLP at (212) 906-4577 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ John Reilly

 John Reilly

 General Counsel

cc:
 Mark Hirschhorn, Talkspace, Inc.

Marc Jaffe, Latham & Watkins LLP

Rachel Sheridan, Latham & Watkins LLP

United States securities and exchange commission logo
July 9, 2021
Oren Frank
Chief Executive Officer
Talkspace, Inc.
c/o C T Corporation System
28 Liberty Street
New York, New York 10005
Re:Talkspace, Inc.
Registration Statement on Form S-1
Filed July 2, 2021
File No. 333-257686
Dear Mr. Frank:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher Bezeg, Esq.

CORRESP
1
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CORRESP

 HUDSON EXECUTIVE INVESTMENT CORP.

570 Lexington Avenue, 35th Floor

New York, New York 10022

 May 27, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:

 Alan Campbell

 Celeste Murphy

Sasha Parikh

 Terence O’Brien

RE:

 Hudson Executive Investment Corp. (the “Company”)

Registration Statement on Form S-4

File No. 333-252638

 Ladies and Gentlemen:

 Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-252638) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on May 28, 2021, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Iliana Ongun of Milbank LLP at (212)
530-5571 and that such effectiveness also be confirmed in writing.

 Very truly yours,

Hudson Executive Investment Corp.

By:

/s/ Douglas Braunstein

 Name: Douglas Braunstein

 Title: Chief Executive Officer

cc:

 Jonathan Dobres, Hudson Executive Investment Corp.

Scott Golenbock, Esq., Milbank LLP

 Iliana Ongun, Esq., Milbank
LLP

 Mark Hirschhorn, Groop Internet Platform, Inc.

 Marc D.
Jaffe, Esq., Latham & Watkins LLP

 Rachel W. Sheridan, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 May 20, 2021

Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:

 Alan Campbell

 Celeste Murphy

 Sasha Parikh

 Terence O’Brien

 Division of Corporation Finance

 Re:

 Hudson Executive Investment Corp.

 Amendment No. 3 to Registration Statement on Form
S-4

 Filed May 6, 2021

 File No. 333-252638

 Ladies and Gentlemen:

On behalf of our client, Hudson Executive Investment Corp. (the “Company”), we submit this letter setting forth the
responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 13, 2021 (the
“Comment Letter”) with respect to Amendment No. 3 to the Registration Statement on Form S-4 filed with the Commission by the Company on May 6, 2021. Concurrently with the
filing of this letter, the Company has filed Amendment No. 4 to the Registration Statement on Form S-4 (the “Registration Statement”) through EDGAR.

For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response
below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Certain Forecasted Financial Information for Talkspace, page 145

1.
 We note your response to prior comment 4. Please revise the disclosure beneath the projections table to
quantify Talkspace’s management’s bases and assumptions for the projections with more specificity.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 146 and 147.

 May 20, 2021

Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Controls and
Procedures

 Evaluation of Disclosure Controls and Procedures, page 195

2.
 As you have identified a material weakness in your internal control over financial reporting and have
determined that your internal control over financial report is not effective and the disclosure in your amended Form 10-K states that your disclosure controls and procedures were not effective as of
December 31, 2020, please revise your disclosure accordingly or provide us your analysis why your disclosure controls and procedures are considered to be effective at December 31,
2020.

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on page 197.

 2

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Iliana Ongun at (212) 530-5571.

 Very truly yours,

 /s/ Iliana Ongun

cc:
 Jonathan Dobres, Hudson Executive Investment Corp.

Scott Golenbock, Esq., Milbank LLP

Iliana Ongun, Esq., Milbank LLP

Mark Hirschhorn, Groop Internet Platform, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Rachel W. Sheridan, Esq., Latham & Watkins LLP

 6

United States securities and exchange commission logo
May 13, 2021
Douglas L. Braunstein
President, Chairman and Director
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
Re:Hudson Executive Investment Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 6, 2021
File No. 333-252638
Dear Mr. Braunstein:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 3 to Registration Statement on Form S-4
Certain Forecasted Financial Information for Talkspace, page 145
1.We note your response to prior comment 4. Please revise the disclosure beneath the
projections table to quantify Talkspace's management's bases and assumptions for the
projections with more specificity.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 195
2.As you have identified a material weakness in your internal control over financial
reporting and have determined that your internal control over financial report is not

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 May 13, 2021 Page 2
 FirstName LastName
Douglas L. Braunstein
Hudson Executive Investment Corp.
May 13, 2021
Page 2
effective and the disclosure in your amended Form 10-K states that your disclosure
controls and procedures were not effective as of December 31, 2020, please revise your
disclosure accordingly or provide us your analysis why your disclosure controls and
procedures are considered to be effective at December 31, 2020.
            You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Iliana Ongun, Esq.

CORRESP
1
filename1.htm

CORRESP

 May 5, 2021

Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Alan Campbell

 Celeste Murphy

 Sasha Parikh

 Terence O’Brien

 Division of Corporation Finance

Re:
 Hudson Executive Investment Corp.

Amendment No.
 2 to Registration Statement on Form S-4

 Filed April 6, 2021

 File No. 333-252638

Ladies and Gentlemen:

 On behalf of our client,
Hudson Executive Investment Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated April 13, 2021 (the “Comment Letter”) with respect to Amendment No. 2 to the Registration Statement on Form S-4 filed with the Commission by the Company on April 6, 2021. Concurrently with the filing of this letter, the Company has filed Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration Statement”) through EDGAR.

 For your convenience, we have
set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

 Summary of the Proxy Statement/Prospectus

Combined Business Summary, page 23

1.
 We note your response to prior comment 1 and your revised disclosure, including your statement that on
average, members remained active on your platform for two to five months, which corresponds with the average subscription term of B2C members. We further note your response that member retention rate as traditionally defined in other B2C businesses
would not be a meaningful metric to investors. However, it appears that disclosure regarding the number of patients who renew their initial subscriptions may be material. Accordingly, please revise this section to disclose the percentage of B2C
members who renew their initial subscriptions. If less burdensome, you may revise to disclose the percentage of B2C members who renew their initial subscriptions within a defined time period following the expiration of their subscription (e.g. 30,
60 or 90 days).

 May 5, 2021

Page 2

 Please also revise to provide annual provider retention rates for the years ended
December 31, 2020 and December 31, 2019

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 23 and 24 and elsewhere in the Registration Statement
to disclose the percentage of B2C members that remain active beyond the initial term of their subscription and the annual provider retention rate for each of the years ended December 31, 2019 and 2020.

2.
 We note your response to prior comment 2 and updated disclosure. Please revise your Summary to disclose
your average member acquisition costs for each of the years ended December 31, 2019 and December 31, 2020.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 213 of the Registration Statement to disclose Talkspace’s average member acquisition costs for each of the years ended December 31, 2019 and December 31,
2020.

 Special Meeting of HEC Stockholders

Redemption Rights, page 109

3.
 We note your revised disclosure on pages 108 and 147 regarding redemption rights. Please revise your
disclosure to clarify whether a public stockholder on the record date who does not vote with respect to the business combination proposal will have the ability to redeem their shares for cash.

In that regard, we note your disclosure on pages 22, 31, 32, 109 and elsewhere states that a stockholder cannot seek redemption of shares
for cash unless they affirmatively vote “for” or “against” the business combination proposal. However, your disclosure on pages 108 and 147 states that a person who was not a stockholder on the record date can redeem their shares
for cash and your disclosure on page F-8 states that a public stockholder may elect to redeem their shares “irrespective of whether they vote for or against the proposed transaction or don’t vote at
all.” Please reconcile your disclosure or advise.

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 15, 18, 32, 112, 150, 151, 181 and F-8 of the
Registration Statement.

 2

 May 5, 2021

Page 3

 Certain Forecasted Financial Information for Talkspace, page 145

4.
 We note your revised disclosure indicating that the Talkspace contingency plan would be implemented if
the Transactions are not completed by July 1, 2021 and that the implementation of the contingency plan could lead to a significant reduction in revenues from your B2C channel. In light of these statements, please tell us why the bases for the
projections in this section remain reasonable without updating to include the contingency back-up plan consideration. Alternatively, please remove these projections or revise the projections to discuss the
contingency back-up plan. For guidance, please refer to Item 10(b) of Regulation S-K.

Response

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 37, 52, 264 and F-33 of the Registration Statement to clarify that the contingency plan would only be implemented if the
Transactions are not completed. If the Transactions are not completed, then the contingency plan may be implemented at the sole discretion of Talkspace’s management. Because the contingency plan will not be implemented if the Transactions are
completed, the projections remain reasonable and do not require any updates to address the contingency plan.

 3

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Iliana Ongun at (212) 530-5571.

Very truly yours,

/s/ Iliana Ongun

cc:
 Jonathan Dobres, Hudson Executive Investment Corp.

Scott Golenbock, Esq., Milbank LLP

Iliana Ongun, Esq., Milbank LLP

Mark Hirschhorn, Groop Internet Platform, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Rachel W. Sheridan, Esq., Latham & Watkins LLP

 4

United States securities and exchange commission logo
April 13, 2021
Douglas L. Braunstein
President, Chairman and Director
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
Re:Hudson Executive Investment Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 6, 2021
File No. 333-252638
Dear Mr. Braunstein:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 23
1.We note your response to prior comment 1 and your revised disclosure, including your
statement that on average, members remained active on your platform for two to five
months, which corresponds with the average subscription term of B2C members. We
further note your response that member retention rate as traditionally defined in other B2C
businesses would not be a meaningful metric to investors. However, it appears that
disclosure regarding the number of patients who renew their initial subscriptions may be
material. Accordingly, please revise this section to disclose the percentage of B2C
members who renew their initial subscriptions. If less burdensome, you may revise to
disclose the percentage of B2C members who renew their initial subscriptions within a

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 April 13, 2021 Page 2
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
April 13, 2021
Page 2
defined time period following the expiration of their subscription (e.g. 30, 60 or 90 days).

Please also revise to provide annual provider retention rates for the years ended December
31, 2020 and December 31, 2019.
2.We note your response to prior comment 2 and updated disclosure. Please revise your
Summary to disclose your average member acquisition costs for each of the years ended
December 31, 2019 and December 31, 2020.
Special Meeting of HEC Stockholders
Redemption Rights, page 108
3.We note your revised disclosure on pages 108 and 147 regarding redemption rights.
Please revise your disclosure to clarify whether a public stockholder on the record date
who does not vote with respect to the business combination proposal will have the ability
to redeem their shares for cash.

In that regard, we note your disclosure on pages 22, 31, 32, 109 and elsewhere states that a
stockholder cannot seek redemption of shares for cash unless they affirmatively vote "for"
or "against" the business combination proposal. However, your disclosure on pages 108
and 147 states that a person who was not a stockholder on the record date can redeem their
shares for cash and your disclosure on page F-8 states that a public stockholder may elect
to redeem their shares "irrespective of whether they vote for or against the proposed
transaction or don’t vote at all." Please reconcile your disclosure or advise.
Certain Forecasted Financial Information for Talkspace, page 141
4.We note your revised disclosure indicating that the Talkspace contingency plan would be
implemented if the Transactions are not completed by July 1, 2021 and that the
implementation of the contingency plan could lead to a significant reduction in revenues
from your B2C channel. In light of these statements, please tell us why the bases for the
projections in this section remain reasonable without updating to include the contingency
back-up plan consideration. Alternatively, please remove these projections or revise the
projections to discuss the contingency back-up plan. For guidance, please refer to Item
10(b) of Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 April 13, 2021 Page 3
 FirstName LastName
Douglas L. Braunstein
Hudson Executive Investment Corp.
April 13, 2021
Page 3
            You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Iliana Ongun, Esq.

CORRESP
1
filename1.htm

CORRESP

 April 5, 2021

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Alan Campbell

Celeste Murphy

 Sasha Parikh

Terence O’Brien

 Division of
Corporation Finance

Re:
 Hudson Executive Investment Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed March 18, 2021

File No. 333-252638

Ladies and Gentlemen:

 On behalf of our client,
Hudson Executive Investment Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated March 30, 2021 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Commission by the Company on March 18, 2021. Concurrently with the filing of this letter, the Company has filed Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”) through EDGAR.

 For your convenience, we have
set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

 Summary of the Proxy Statement/Prospectus

Combined Business Summary, page 23

1.
 We note your response to prior comment 6 and re-issue in
part. Given the nature of the Talkspace business, we continue to believe that B2C member retention rates and provider retention rates would provide meaningful information to investors. In that regard, we note that the graphic on page 194 and the
accompanying disclosure provide information regarding Talkspace member retention rates, as compared to traditional therapy. Please revise to disclose historical B2C member retention rates and provider retention rates.

 1

 April 5, 2021

 Page
 2

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 24 and 203 of the Registration Statement to disclose
provider retention rates for the years ended December 31, 2019 and 2020.

 The Company has further revised the disclosure in the
Registration Statement to replace references relating to member retention with references to increased provider-member engagement. With respect to the graphic and the accompanying disclosure on page 197, Talkspace was using retention in a discrete
sense to demonstrate the limitations of the face-to-face model with respect to continuity of care at a basic level (i.e., patients not attending a second face-to-face session). B2C members on Talkspace’s platform generally do not pay on a per-session basis and instead have access to
Talkspace’s platform over a period of time. Talkspace’s B2C members typically purchase subscription access to Talkspace’s platform with initial terms that are generally one to six months in duration. Assuming that one face-to-face session is equivalent to one week on Talkspace’s platform in terms of engagement, Talkspace believes that a greater percentage of Talkspace’s members
are more engaged and receive at least a minimal level of continuity of care as compared to patients in face-to-face therapy.

Talkspace’s management does not believe member retention rate as traditionally defined in other B2C businesses is a meaningful metric to
Talkspace’s investors because the goal of each patient journey on the Talkspace platform is to treat and improve the underlying condition, which caused the member to engage a provider on Talkspace’s platform in the first instance, and,
therefore, while Talkspace believes that increased provider-member engagement enables meaningful treatment outcomes, the length or rate of retention as traditionally defined in B2C businesses on Talkspace’s platform is dependent on each
members’ specific condition and circumstances and is not necessarily an indication of treatment outcomes or the performance of Talkspace’s business. As such, Talkspace’s management does not use member retention rates to evaluate its
business, and, rather, it believes that increased provider-member engagement and interaction via Talkspace’s virtual treatment modality will enable meaningful treatment outcomes and result in members returning to its platform for treatment in
connection with other issues that may arise in the future.

2.
 We note your response to prior comment 7 and updated disclosure. Please revise to briefly describe
how an “active member” loses active status (e.g. how long they are disengaged with a provider or do not pay for services before their status is changed). Please also revise to disclose the number of members to whom Talkspace provided
therapy in prior years and the number(s) of active members on dates prior to February 28, 2021.

Please also explain to us whether Talkspace’s management uses other key metrics to evaluate the Talkspace business and, if so, why
these metrics would not be meaningful for investors. In particular, we note that you do not disclose the average subscription terms of Talkspace’s B2C members, the average length of time that “active members” remain active on
Talkspace’s platform or member acquisition cost.

 2

 April 5, 2021

 Page
 3

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 23, 253 and elsewhere in the Registration Statement
to describe how an “active member” loses active status, to disclose the number of members to whom Talkspace provided therapy during the years ended December 31, 2019 and 2020, respectively, and to disclose the number of active members
as of December 31, 2019 and 2020. Talkspace believes that, in addition to the foregoing metrics, the other metrics most meaningful to investors in evaluating the performance of Talkspace at this time are B2C active members, B2B eligible lives,
health plan clients and enterprise clients, which have each been included on pages 23, 253 and elsewhere in the Registration Statement.

 In
response to the Staff’s comment, the Company has further revised the disclosure on pages 23, 193 and 251 of the Registration Statement to disclose the average subscription terms of B2C members and the average length of time that “active
members” remain active on Talkspace’s platform, respectively, however, for the reasons noted above in response to the Staff’s first comment, the Company respectfully advises the Staff that Talkspace’s management does not rely on
these metrics to evaluate the performance of its business.

 The Company has also revised the disclosure on page 209 of the Registration
Statement to disclose the monthly ranges for member acquisition costs during the years ended December 31, 2019 and 2020. However, the Company respectfully advises the Staff that Talkspace’s member acquisition costs fluctuate significantly
from period to period for a variety of reasons, primarily as a result of dynamic advertising pricing on platforms such as Google and Facebook, and those fluctuations do not cause Talkspace’s management to change its strategy or its efforts to
increase the number of members on its platform. In addition, as Talkspace continues to expand its B2B channel and as the B2B channel represents a greater portion of Talkspace’s overall business, member acquisition costs will become even less
meaningful.

3.
 Please revise your Prospectus Summary to discuss the Talkspace contingency plan referred to on
page 255. In your revisions, please discuss the reasons why Talkspace’s board of directors approved the contingency plan and the potential impacts on your future business if the contingency plan is implemented. Please also revise to briefly
discuss the Credit Agreement referenced on pages 255-56.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 37 and 38 of the Registration Statement.

 3

 April 5, 2021

 Page
 4

4.
 We note your response to prior comment 30. Please revise the Prospectus Summary to discuss
(i) the regulatory landscape applicable to Talkspace’s business model as well as (ii) the timing and the reasons for the transition to the new
structure whereby Talkspace will enter into various agreements with TPN. In your revisions, please disclose that you expect the transition to be completed later this year as referenced on page 208 and the fact that, if true, Talkspace currently
provides telepsychiatry as a service offering.

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 24 and 25 of the Registration Statement.

Interests of Certain Persons in the Business Combination, page 31

5.
 Please revise your disclosure here and on page 142 to indicate that Samara Braunstein was hired by
Talkspace in December 2020, as indicated by your disclosure on page 219. Please also revise to discuss any potential conflicts of interest arising from the fact that HEC and Mr. Braunstein were
negotiating a business combination transaction with Talkspace during the same time period that Talkspace hired Ms. Braunstein as an executive officer.

Finally, please revise your disclosure on pages 135-136 to indicate whether HEC’s Board
considered this potential conflict of interest approving the transaction and describe any measures that the Board took in response to this potential conflict of interest. If the Board did not consider this potential conflict of interest and/or if no
measures were taken by the Board in evaluating the transaction in light of this conflict of interest, please so state.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 33, 140 and 145 of the Registration Statement.

 Background of the
Transactions, page 129

6.
 We note your revised disclosure indicating that HEC executed a letter of intent with Company A
before deciding not to proceed with the transaction during the exclusivity period. Please revise to briefly discuss the reasons why HEC and Company decided to mutually discontinue transaction discussions.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 131 of the Registration Statement.

 4

 April 5, 2021

 Page
 5

7.
 We note your response to prior comment 16 and re-issue in
part. Please discuss whether HEC’s management considered the exercise prices of Talkspace’s recent option grants and recent independent valuations of Talkspace in determining Talkspace’s total enterprise valuation.

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on page 141 of the Registration Statement.

HEC’s Board of Directors’ Reasons for Approval of the Transactions Certain Forecasted Financial Information for Talkspace, page 138

8.
 We note your response to prior comment 18 and updated disclosure. We further note that your
disclosure continues to indicate that the forecasted information provided to the HEC Board included a “range of estimates.” Please confirm to us whether the “range of estimates” refers to either
(i) multiple estimates for a given metric within a given year or (ii) the overall group of estimates presented in the table on page 139. In the case of
option (i), please disclose this forecasted information in the document or explain to us why it is not required to be disclosed.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 141 of the Registration Statement. The “range of estimates” referred to an overall group of estimates presented in the table.

Certain Financial Analysis

 Comparable Company
Analysis, page 140

9.
 Please revise to briefly describe how HEC’s management determined the “forecasted
enterprise values” for Talkspace and the companies used in the comparable company analysis.

Response

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 143 of the Registration Statement.

 5

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Iliana Ongun at (212) 530-5571.

Very truly yours,

 /s/ Iliana Ongun

cc:
 Jonathan Dobres, Hudson Executive Investment Corp.

Scott Golenbock, Esq., Milbank LLP

Iliana Ongun, Esq., Milbank LLP

Mark Hirschhorn, Groop Internet Platform, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Rachel W. Sheridan, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
March 30, 2021
Douglas L. Braunstein
President, Chairman and Director
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
Re:Hudson Executive Investment Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 18, 2021
File No. 333-252638
Dear Mr. Braunstein:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 23
1.We note your response to prior comment 6 and re-issue in part. Given the nature of the
Talkspace business, we continue to believe that B2C member retention rates and provider
retention rates would provide meaningful information to investors. In that regard, we note
that the graphic on page 194 and the accompanying disclosure provide information
regarding Talkspace member retention rates, as compared to traditional therapy. Please
revise to disclose historical B2C member retention rates and provider retention rates.
2.We note your response to prior comment 7 and updated disclosure. Please revise to briefly
describe how an "active member" loses active status (e.g. how long they are disengaged

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 30, 2021 Page 2
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 30, 2021
Page 2
with a provider or do not pay for services before their status is changed). Please also
revise to disclose the number of members to whom Talkspace provided therapy in prior
years and the number(s) of active members on dates prior to February 28, 2021.

Please also explain to us whether Talkspace's management uses other key metrics to
evaluate the Talkspace business and, if so, why these metrics would not be meaningful for
investors. In particular, we note that you do not disclose the average subscription terms of
Talkspace's B2C members, the average length of time that "active members" remain
active on Talkspace's platform or member acquisition cost.
3.Please revise your Prospectus Summary to discuss the Talkspace contingency plan
referred to on page 255. In your revisions, please discuss the reasons why Talkspace's
board of directors approved the contingency plan and the potential impacts on your future
business if the contingency plan is implemented. Please also revise to briefly discuss the
Credit Agreement referenced on pages 255-56.
4.We note your response to prior comment 30. Please revise the Prospectus Summary to
discuss (i) the regulatory landscape applicable to Talkspace's business model as well as
(ii) the timing and the reasons for the transition to the new structure whereby Talkspace
will enter into various agreements with TPN. In your revisions, please disclose that you
expect the transition to be completed later this year as referenced on page 208 and the fact
that, if true, Talkspace currently provides telepsychiatry as a service offering.
Interests of Certain Persons in the Business Combination, page 31
5.Please revise your disclosure here and on page 142 to indicate that Samara Braunstein was
hired by Talkspace in December 2020, as indicated by your disclosure on page 219.
Please also revise to discuss any potential conflicts of interest arising from the fact that
HEC and Mr. Braunstein were negotiating a business combination transaction with
Talkspace during the same time period that Talkspace hired Ms. Braunstein as an
executive officer.

Finally, please revise your disclosure on pages 135-136 to indicate whether HEC's Board
considered this potential conflict of interest approving the transaction and describe any
measures that the Board took in response to this potential conflict of interest. If the Board
did not consider this potential conflict of interest and/or if no measures were taken by the
Board in evaluating the transaction in light of this conflict of interest, please so state.
Background of the Transactions, page 129
6.We note your revised disclosure indicating that HEC executed a letter of intent with
Company A before deciding not to proceed with the transaction during the exclusivity
period. Please revise to briefly discuss the reasons why HEC and Company decided to
mutually discontinue transaction discussions.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 30, 2021 Page 3
 FirstName LastName
Douglas L. Braunstein
Hudson Executive Investment Corp.
March 30, 2021
Page 3
7.We note your response to prior comment 16 and re-issue in part. Please discuss whether
HEC’s management considered the exercise prices of Talkspace’s recent option grants and
recent independent valuations of Talkspace in determining Talkspace’s total enterprise
valuation.
HEC's Board of Directors' Reasons for Approval of the Transactions
Certain Forecasted Financial Information for Talkspace, page 138
8.We note your response to prior comment 18 and updated disclosure. We further note that
your disclosure continues to indicate that the forecasted information provided to the HEC
Board included a "range of estimates." Please confirm to us whether the "range of
estimates" refers to either (i) multiple estimates for a given metric within a given year or
(ii) the overall group of estimates presented in the table on page 139. In the case of option
(i), please disclose this forecasted information in the document or explain to us why it is
not required to be disclosed.
Certain Financial Analysis
Comparable Company Analysis, page 140
9.Please revise to briefly describe how HEC's management determined the "forecasted
enterprise values" for Talkspace and the companies used in the comparable company
analysis.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Iliana Ongun, Esq.

CORRESP
1
filename1.htm

CORRESP

 March 18, 2021

Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Alan Campbell

Celeste Murphy

 Sasha Parikh

Terence O’Brien

 Division of
Corporation Finance

Re:
 Hudson Executive Investment Corp.

Registration Statement on Form S-4

Filed February 2, 2021

File No. 333-252638

Ladies and Gentlemen:

 On behalf of our client,
Hudson Executive Investment Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated March 1, 2021 (the “Comment Letter”) with respect to the Registration Statement on Form S-4 filed
with the Commission by the Company on February 2, 2021. Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-4 (the
“Registration Statement”) through EDGAR.

 For your convenience, we have set forth each comment of the Staff from
the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Cover Page

1.
 Please revise to disclose the expected ownership percentages of current HEC stockholders, current
Talkspace stockholders, the PIPE Investors and the Sponsor (and its affiliates).

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration Statement to reflect the
expected ownership percentages.

 Summary of the Material Terms of the Transactions, page 11

2.
 We note your disclosure here and throughout that Talkspace’s existing stockholders will own 50.8% of
Talkspace, Inc. following the mergers, excluding stock underlying HEC’s warrants, assuming no HEC public stockholder redemptions and assuming that transaction expenses are $49 million. We further note your
disclosure on pages 110-111 which indicates that the cash and

 March 18, 2021

 Page
2

stock payable to existing Talkspace stockholders is subject to adjustment depending on the aggregate elections made with respect to the cash and stock consideration. Please revise here and
throughout to clarify whether your 50.8% ownership estimate for existing Talkspace stockholders in the combined company also assumes that the Closing Cash Consideration equals the Cash Election Amount. Alternatively, please tell us why these
revisions would not be necessary.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 111 of the Registration Statement. The additional
disclosure clarifies that the consideration paid to individual holders is adjusted, such that in the aggregate, in order to preserve the limitations in the Merger Agreement on the amount of Closing Cash Consideration and Closing Share Consideration
to be paid in connection with the business combination, such the aggregate cash amount to be paid to the holders of Talkspace stock will equal the Closing Cash Consideration (less any cash amounts paid to holders of Vested Talkspace Options) and the
aggregate number of shares paid will equal the Closing Share Consideration. Because the adjustments are with respect to individual holders, but do not impact the aggregate Closing Cash Consideration or Closing Share Consideration, the expected
ownership percentages are unaffected by the adjustments.

 Questions and Answers About the Proposals

How do I exercise my redemption rights?, page 19

3.
 Please revise the response to this question to explain how beneficial owners who hold their shares in
“street name” can exercise their redemption rights. Please also clarify that a stockholder who wishes to exercise redemption rights must vote either “for” or “against” the business combination proposal.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 19 of the Registration Statement to clarify how
beneficial owners who hold their shares in “street name” should contact their broker, bank or nominee for instructions.

 Summary of the Proxy
Statement/Prospectus

 Combined Business Summary, page 23

4.
 Please revise your characterization of the business as “a technology company at our core,”
given your revenue is derived from virtual behavioral health services.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 23 and elsewhere in the Registration Statement.

5.
 Please revise this section as well as the Overview in the “Information about Talkspace” section
to generally describe the behavioral health conditions that your providers treat and whether there any behavioral health indications, including major mental disorders, for which your providers do not offer treatment.

 March 18, 2021

Page
3

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 23, 24, 190 and elsewhere in the Registration
Statement.

6.
 Please disclose your client, member, patient and provider retention rates, respectively. We also note
your reference to “renewal rates,” please define this term and disclose any other key metrics pertaining to retention and renewal for clients, members, patients and providers.

Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that Talkspace’s management does not focus on member or client retention rates in evaluating the performance of Talkspace and does not believe that retention rates would
be meaningful to investors. With respect to retention of B2C members, the nature of Talkspace’s business is such that members often achieve positive outcomes through Talkspace’s platform and end their treatment, with many subsequently
returning to Talkspace’s platform at a later time for therapy in connection with other issues. Talkspace’s B2B channel has grown rapidly over the past two years, and management is still in the process of determining the key performance
indicators with respect to this channel that may be most meaningful to investors. Talkspace’s management does not believe that the inclusion of renewal rates of B2B clients at this time would be meaningful to investors and could even be
misleading since the vast majority of Talkspace’s B2B clients have been clients for a year or less and only one B2B client has failed to renew its commercial relationship with Talkspace since it launched its B2B channel in 2018 despite the
increase in Talkspace’s enterprise clients and health plan clients from 9 and 24, respectively, as of December 31, 2019 to 10 and 72, respectively, as of December 31, 2020. Further, the retention of members that receive treatment on
Talkspace’s platform through its B2B channel is often defined and limited by the extent of which they have access to its platform under their employee assistance program or other behavioral health benefit plan, which often provide for a fixed
number of sessions. Finally, Talkspace does not believe the inclusion of provider retention would be meaningful to investors since its business assumes and expects a certain number of providers will leave its platform over time, including through
managed churn to maintain quality of providers and to match provider supply with member demand.

 Talkspace believes that the metrics most
meaningful to investors in evaluating the performance of Talkspace at this time are the number of active members receiving care through Talkspace’s B2C and B2B channels, B2C active members, B2B eligible lives, health plan clients and enterprise
clients, and these metrics have been included on page 23 and elsewhere in the Registration Statement, accordingly.

7.
 Please define at first use “active member,” “covered” and “B2B lives.”
Disclose your key metrics.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 23 and elsewhere in the Registration Statement.

 March 18, 2021

 Page
 4

8.
 Discuss the types of agreements into which you enter where you “cover” individuals. For
example, it appears that “covered” may refer to individuals eligible to receive your services for a fee yet to be paid. Alternatively, “covered” may involve individuals you agree to cover should such individuals invoke the right
to your services under some prepaid umbrella agreement with business clients.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 23 and elsewhere in the Registration Statement.

Interests of Certain Persons in the Business Combination, page 31

9.
 We note that the two bookrunners of HEC’s IPO, Citigroup and J.P. Morgan, both have roles in the
business combination and are providing financial advisory and placement agent services. Please consider disclosing (i) the cost of these services, (ii) whether or not the fees are
conditioned on the consummation of a business combination and (iii) and potential conflict of interest that Citigroup and J.P. Morgan may have in providing these services given the deferred underwriting compensation
discussed elsewhere in the prospectus. For guidance, refer to CF Disclosure Guidance: Topic No. 11.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 33 and 143 and of the Registration Statement (i) to clarify that J.P. Morgan and Citigroup will receive fees and expenses customary for a PIPE transaction of this
nature, (ii) indicate that the fees are conditioned upon the consummation of a business combination and (iii) describe that both J.P. Morgan and Citigroup will also receive deferred underwriting fees, and that HEC’s stockholders
should consider these interests.

 Risk Factors, page 35

10.
 Please disclose how, if at all, the economics of your relationship with your clients, members, providers,
business partners and other parties with which Talkspace maintains business relationships will change with your transition to TPN management and resulting risks of loss of such relationships with potentially material adverse impact on your business
and financial results.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that Talkspace does not expect the transition to TPN
management to have a material impact on its relationship or economics with its clients, members, providers, business partners or other parties, and has revised the disclosure on pages 210 of the Registration Statement to state it does not expect
these to change.

11.
 We note your disclosure of potential decrease in number of providers. Disclose material changes in your
provider retention from increased therapy demands and the prevalence of teletherapy caused by COVID-19.

 March 18, 2021

 Page
 5

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that there have been no material changes in provider
retention due to increased therapy demands and the prevalence of teletherapy caused by COVID-19. To date, Talkspace has not experienced nor does it anticipate difficulties growing its provider network to meet
the demand for its therapy and psychiatry services. Further, although Talkspace currently contracts with most of its providers on an independent contractor basis, it plans to increase the number of Talkspace-employed providers going forward, which
Talkspace believes will further reduce any such risk. However, Talkspace believes that disclosure of this risk is still appropriate since, if in the future it were unable to continue to scale its provider network to align with the demand of
consumers, then there could be a negative impact on Talkspace’s financial performance.

 Risk Factors

Negative media coverage could adversely affect our business, page 55

12.
 Please expand your discussion on what basis therapists advocacy groups have lobbied the American
Psychological Association to reexamine its stance on telemental health, including challenging your partnerships with healthcare providers and the efficacy of telemental health, including the use of text messaging and any determination by the
association.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 56 of the Registration Statement.

The provision of our amended and restated certificate of incorporation requiring exclusive forum..., page 100

13.
 We note your disclosure that the federal district courts of the United States of America shall be the
exclusive form for complaints asserting a cause of action arising under the Securities Act. We further note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please revise to clarify that there is uncertainty as to whether a court would enforce this federal forum provision and to state
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 100 of the Registration Statement.

 Background of the Transactions, page
128

14.
 Please revise this section to disclose how HEC and Talkspace first became aware that there was mutual
interest in a potential business combination and, if relevant, disclose the identity of the person(s) who introduced representatives of HEC to representatives of Talkspace.

 March 18, 2021

 Page
 6

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 129 of the Registration Statement. The additional
disclosure indicates that the introduction was organized by J.P. Morgan’s M&A Advisory group via a teleconference on July 6, 2020.

15.
 We note your disclosure indicating that representatives of HEC and Talkspace held a teleconference on
July 6, 2020. We further note that the parties did not enter into a non- disclosure agreement until October 20, 2020. Please revise to explain
why the parties did not enter into a non-disclosure agreement for several months after their initial meeting. Please also revise to disclose whether HEC pursued any other acquisition opportunities during this
time period and, if so, disclose the extent of negotiations with other business combination targets. To the extent that any preliminary proposals were submitted, please disclose all material proposal terms, including transaction structure,
valuation, and equity split distribution.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 129 of the Registration Statement. The additional
disclosure clarifies that at the time of the teleconference, Talkspace determined that it needed time to develop its plans for future growth.

16.
 Please revise to disclose how HEC’s management determined a total enterprise valuation of Talkspace
of $1.3 to $1.5 billion in the preliminary term sheet sent to Talkspace’s representatives with the IOI on November 10, 2020. In that regard, we note that the exercise price for
Talkspace’s option grants dated August 18, 2020 appears to an imply an enterprise valuation of Talkspace that is significantly lower than $1.3 to $1.5 billion. In your revisions,
please discuss whether HEC’s management considered the exercise prices of Talkspace’s recent option grants and recent independent valuations of Talkspace in determining Talkspace’s total enterprise valuation.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 130 and 131 of the Registration Statement. The
additional disclosure clarifies that management considered the valuation of Talkspace relative to comparable public companies, future growth prospects, revenue and gross mar

United States securities and exchange commission logo
March 1, 2021
Douglas L. Braunstein
President, Chairman and Director
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
Re:Hudson Executive Investment Corp.
Registration Statement on Form S-4
Filed February 2, 2021
File No. 333-252638
Dear Mr. Braunstein:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please revise to disclose the expected ownership percentages of current HEC
stockholders, current Talkspace stockholders, the PIPE Investors and the Sponsor (and its
affiliates).
Summary of the Material Terms of the Transactions, page 11
2.We note your disclosure here and throughout that Talkspace's existing stockholders will
own 50.8% of Talkspace, Inc. following the mergers, excluding stock underlying HEC's
warrants, assuming no HEC public stockholder redemptions and assuming that transaction
expenses are $49 million. We further note your disclosure on pages 110-111 which
indicates that the cash and stock payable to existing Talkspace stockholders is subject to

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 1, 2021 Page 2
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 1, 2021
Page 2
adjustment depending on the aggregate elections made with respect to the cash and stock
consideration. Please revise here and throughout to clarify whether your 50.8% ownership
estimate for existing Talkspace stockholders in the combined company also assumes that
the Closing Cash Consideration equals the Cash Election Amount. Alternatively, please
tell us why these revisions would not be necessary.
Questions and Answers About the Proposals
How do I exercise my redemption rights?, page 19
3.Please revise the response to this question to explain how beneficial owners who hold
their shares in "street name" can exercise their redemption rights. Please also clarify that a
stockholder who wishes to exercise redemption rights must vote either "for" or "against"
the business combination proposal.
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 23
4.Please revise your characterization of the business as “a technology company at our core,”
given your revenue is derived from virtual behavioral health services.
5.Please revise this section as well as the Overview in the "Information about Talkspace"
section to generally describe the behavioral health conditions that your providers treat and
whether there any behavioral health indications, including major mental disorders, for
which your providers do not offer treatment.
6.Please disclose your client, member, patient and provider retention rates, respectively.
We also note your reference to “renewal rates,” please define this term and disclose any
other key metrics pertaining to retention and renewal for clients, members, patients and
providers.
7.Please define at first use “active member," “covered” and “B2B lives.” Disclose your key
metrics.
8.Discuss the types of agreements into which you enter where you “cover” individuals.  For
example, it appears that “covered” may refer to individuals eligible to receive your
services for a fee yet to be paid.  Alternatively, “covered” may involve individuals you
agree to cover should such individuals invoke the right to your services under some
prepaid umbrella agreement with business clients.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 1, 2021 Page 3
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 1, 2021
Page 3
Interests of Certain Persons in the Business Combination, page 31
9.We note that the two bookrunners of HEC's IPO, Citigroup and J.P. Morgan, both have
roles in the business combination and are providing financial advisory and placement
agent services. Please consider disclosing (i) the cost of these services, (ii) whether or not
the fees are conditioned on the consummation of a business combination and (iii) and
potential conflict of interest that Citigroup and J.P. Morgan may have in providing these
services given the deferred underwriting compensation discussed elsewhere in the
prospectus. For guidance, refer to CF Disclosure Guidance: Topic No. 11.
Risk Factors, page 35
10.Please disclose how, if at all, the economics of your relationship with your clients,
members, providers, business partners and other parties with which Talkspace maintains
business relationships will change with your transition to TPN management and resulting
risks of loss of such relationships with potentially material adverse impact on your
business and financial results.
11.We note your disclosure of potential decrease in number of providers.  Disclose material
changes in your provider retention from increased therapy demands and the prevalence of
teletherapy caused by COVID-19.
Risk Factors
Negative media coverage could adversely affect our business , page 55
12.Please expand your discussion on what basis therapists advocacy groups have lobbied the
American Psychological Association to reexamine its stance on telemental health,
including challenging your partnerships with healthcare providers and the efficacy of
telemental health, including the use of text messaging and any determination by the
association.
The provision of our amended and restated certificate of incorporation requiring exclusive
forum..., page 100
13.We note your disclosure that the federal district courts of the United States of
America shall be the exclusive form for complaints asserting a cause of action arising
under the Securities Act. We further note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
Please revise to clarify that there is uncertainty as to whether a court would enforce this
federal forum provision and to state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 1, 2021 Page 4
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 1, 2021
Page 4
Background of the Transactions, page 128
14.Please revise this section to disclose how HEC and Talkspace first became aware that
there was mutual interest in a potential business combination and, if relevant, disclose the
identity of the person(s) who introduced representatives of HEC to representatives of
Talkspace.
15.We note your disclosure indicating that representatives of HEC and Talkspace held a
teleconference on July 6, 2020. We further note that the parties did not enter into a non-
disclosure agreement until October 20, 2020. Please revise to explain why the parties did
not enter into a non-disclosure agreement for several months after their initial meeting.
Please also revise to disclose whether HEC pursued any other acquisition opportunities
during this time period and, if so, disclose the extent of negotiations with other business
combination targets. To the extent that any preliminary proposals were submitted, please
disclose all material proposal terms, including transaction structure, valuation, and equity
split distribution.
16.Please revise to disclose how HEC's management determined a total enterprise valuation
of Talkspace of $1.3 to $1.5 billion in the preliminary term sheet sent to Talkspace's
representatives with the IOI on November 10, 2020. In that regard, we note that the
exercise price for Talkspace’s option grants dated August 18, 2020 appears to an imply an
enterprise valuation of Talkspace that is significantly lower than $1.3 to $1.5 billion. In
your revisions, please discuss whether HEC’s management considered the exercise prices
of Talkspace’s recent option grants and recent independent valuations of Talkspace in
determining Talkspace’s total enterprise valuation.
HEC Stockholders not Holding a Majority Position in Talkspace, Inc., page 136
17.We note your parenthetical which appears to imply that HEC's public stockholders will
own 50.8% of Talkspace, Inc. Elsewhere in the prospectus, your disclosure indicates that
HEC's public stockholders will have an ownership interest of 25.1% of the combined
company, subject to several assumptions. Please revise your disclosure or advise.
HEC's Board of Directors' Reasons for Approval of the Transactions.
Certain Forecasted Financial Information for Talkspace, page 137
18.We note your disclosure that Talkspace provided HEC with internally prepared forecasts
and that in its presentation to the HEC Board, HEC management presented certain
forecasted financial information for Talkspace provided by Talkspace.  Please disclose all
material projections.
19.We note your table presenting the selected forecasted financial information that HEC
management reviewed with the HEC Board and which was used by HEC in connection
with the financial analysis disclosed.  Please disclose the basis and assumptions used to
calculate the forecasted financial information.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 1, 2021 Page 5
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 1, 2021
Page 5
Certain Financial Analysis, page 139
20.Please revise to disclose how the companies in the Core Peers, Disruptive Healthcare and
High Growth Internet categories were selected and whether there were any comparable
companies excluded from the analysis and if so, the reasons for these exclusions.
Sources and Uses for the Business Combination, page 143
21.Please revise this section to (i) state whether the number of redemptions of common stock
by HEC’s stockholders would affect the amounts shown in the sources and uses table and
(ii) discuss any material estimates underlying the amounts shown in the table. To the
extent the number of HEC common stock redemptions would affect the amounts shown in
the table, please consider including a sources and uses table that assumes no redemptions
of HEC’s common stock as well as a sources and uses table that assumes maximum
redemptions.
Plan Benefits, page 156
22.Please disclose the planned exercise prices for the options to be granted to employees in
connection with the closing of the Business Combination.
Information about Talkspace
Overview, page 185
23.Please revise to disclose the number of Talkspace's members that utilize text, audio or
video message therapy and the number of your members that utilize live video therapy.
Please also discuss whether you have observed any differences in clinical outcomes or
retention based on the channel through which therapy is delivered to Talkspace members.
For the studies of Talkspace members cited throughout this section, please revise to
disclose the channel(s) through which behavioral health services were delivered to study
participants.
Employer/employee insights, page 191
24.We note your statement that therapy has transitioned to a basic necessity and is now a
priority for many employers to provide as a benefit. Please revise to provide the basis for
this statement.
Fully Treated Total Addressable Market, page 191
25.Please revise this section to state whether you have had any discussions with foreign
regulators regarding the expansion of Talkspace into non-U.S. jurisdictions and to clarify
how much of your revenue comes from non-U.S. members.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 1, 2021 Page 6
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 1, 2021
Page 6
The COVID-19 pandemic’s impact on virtual care and behavioral health landscape
Enhanced care impact and clinical outcomes, page 191
26.We note your statement here, along with similar statements on pages 186, 187, 194 and
195. that you believe that the Talkspace platform empowers clinicians to deliver improved
clinical outcomes. We further note your disclosure on page 199 showing similar
improvements in depression and anxiety symptoms observed among Talkspace's members
compared to patients in traditional face-to-face therapy. Please revise your disclosure to
provide the basis for your statement that providers using the Talkspace platform are
empowered to drive improved clinical outcomes.
Our Offerings, page 192
27.Please revise this section to clarify if there are any limitations on the medications that your
psychiatrist providers can prescribe. To the extent that your psychiatry providers are
unable to prescribe medications that other providers can prescribe, please discuss whether
this causes any limitations in your ability to serve members.
Our Customers, page 193
28.Please clarify the use of your term “partner” in the different models, including the
existence and terms of contracts governing the relationships.
Our Competitive Strengths, page 198
29.We note your statement that Talkspace's clients experienced a 56% increase in work
productivity and a 68% improvement in activities done outside of work. Please revise to
state how these two metrics were quantified and measured. Please also revise to disclose
how many participants were evaluated in the study.
Therapists, Physicians and Healthcare Professionals, page 202
30.Please revise your disclosure to discuss why Talkspace believes that it is now necessary to
transition to a structure where it will enter into various agreements with TPN and why it
was not necessary previously. In addition, please disclose when Talkspace plans to
implement the new structure.

Finally, provide us with your analysis as to how your new structure, exercising control
over physician affiliates and consolidating financial results, comports with the corporate
practice of medicine doctrine generally and those laws of the top states from which you
generate revenue.

 FirstName LastNameDouglas L. Braunstein
 Comapany NameHudson Executive Investment Corp.
 March 1, 2021 Page 7
 FirstName LastNameDouglas L. Braunstein
Hudson Executive Investment Corp.
March 1, 2021
Page 7
Unaudited Pro Forma Condensed Combined Financial Information
Note 6. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2020, page 235
31.Regarding pro forma adjustment (k), it is not clear how this adjustment reflects the
issuance of Talkspace, Inc. common stock under each scenario. Please revise or advise.
Talkspace's Management's Discussion and Analysis
Overview, page 242
32.On page 185 you disclose you had “approximately over 30,000 business-to-consumer
(“B2C”) active members,” as of January 31, 2021. On page 242, you disclose you had
over 30,000 B2C members as of January 31, 2020. Please correct as necessary.
Components of Results of Operations
Revenues, page 244
33.Please disclose the key terms and conditions of your membership subscriptions, including
the length of a typical subscription period, cancellation policies, and billing provisions.
34.Please provide a discussion of how the revenue recognition policies and accounting
treatment of provider costs in the consolidated financial statements will change after
transitioning to the new structure through agreements with TP