S-4 1 d119648ds4.htm S-4 S-4
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As filed with the Securities and Exchange Commission on February 1, 2021

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

HUDSON EXECUTIVE INVESTMENT CORP.*

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39314   84-4636604

(State or other jurisdiction of

incorporation or organization)

  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

570 Lexington Avenue, 35th Floor

New York, New York 10022

(212) 521-8495

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Douglas L. Braunstein

President, Chairman and Director

570 Lexington Avenue, 35th Floor

New York, NY 10022

(212) 521-8495

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Scott Golenbock, Esq.

Iliana Ongun, Esq.

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212) 530-5000

 

Justin G. Hamill, Esq.

Marc D. Jaffe, Esq.

Rachel W. Sheridan, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1200

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount
to be

registered(1)

 

Proposed

maximum

offering price

per security

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee

Common stock, par value $0.0001 per share (2)

  129,430,805(3)   $11.21(4)   $1,450,919,324(4)   $158,295.30

 

 

(1)

All securities being registered will be issued by Hudson Executive Investment Corp., a Delaware corporation (“HEC”), the continuing entity following the business combination, which will be renamed Talkspace, Inc., as further described in the proxy statement/prospectus.

(2)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

The number of shares of common stock, par value $0.0001 per share (“Talkspace, Inc. common stock”), of Talkspace, Inc. being registered represents the sum of (a) 108,362,537 shares of Talkspace, Inc. common stock to be issued in exchange for outstanding shares of capital stock of Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation (“Talkspace”) in connection with the business combination described herein (assuming no shares of capital stock of Talkspace are exchanged for cash consideration in connection with the business combination), and (b) (i) 21,068,268 shares of common stock, par value $0.0001 per share (“Talkspace common stock”), of Talkspace issuable upon the exercise of options to purchase Talkspace common stock outstanding as of January 12, 2021 (assuming no options to purchase Talkspace common stock are exchanged for cash consideration in connection with the business combination), plus (ii) the number of shares of Talkspace common stock issuable upon the exercise of certain options to purchase Talkspace common stock issuable pursuant to options that may be issued after such date pursuant to the terms of the Merger Agreement described herein, in each case, multiplied by the exchange ratio as determined pursuant to the Merger Agreement described herein.

(4)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Class A common stock, par value $0.0001 per share, of HEC (“HEC’s Class A common stock”) on the Nasdaq Stock Market on January 28, 2021 ($11.21 per share of HEC’s Class A common stock) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

 

*

All securities being registered will be issued by Hudson Executive Investment Corp., the continuing entity following the business combination, which will be renamed Talkspace, Inc.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS OF

HUDSON EXECUTIVE INVESTMENT CORP.

(A DELAWARE CORPORATION)

PROSPECTUS FOR 129,430,805 SHARES OF COMMON STOCK OF HUDSON EXECUTIVE INVESTMENT CORP. WHICH WILL BE RENAMED “TALKSPACE, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

 

 

The board of directors of Hudson Executive Investment Corp., a Delaware corporation (“HEC”, “we” or “our”), has unanimously approved (1) each of the mergers of (x) Tailwind Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HEC (“First Merger Sub”), with and into Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation (“Talkspace”) (the “First Merger”), with Talkspace surviving the First Merger, and (y) immediately following the First Merger and as part of the same overall transaction as the First Merger, Talkspace to be merged with and into Tailwind Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC, in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”), by and among HEC, Talkspace, First Merger Sub, and Second Merger Sub (the “Second Merger”, and together with the First Merger, the “business combination”), attached to this proxy statement/prospectus as Annex A, as more fully described elsewhere in this proxy statement/prospectus; and (2) the other transactions contemplated by the Merger Agreement (together with the business combination, the “Transactions”). In connection with the business combination, HEC will change its name to “Talkspace, Inc.”

As a result of and upon the Closing (as defined below), among other things, and as more fully described elsewhere in this proxy statement/prospectus, all shares of Talkspace common stock and Talkspace preferred stock (as defined herein) (collectively, “Talkspace stock”) and all vested options exercisable for common stock of Talkspace outstanding as of immediately prior to Closing (“Vested Talkspace Options”) will be cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof, a number of shares of common stock of Talkspace, Inc. (“Talkspace, Inc. common stock”) or a combination of shares of Talkspace, Inc. common stock and cash, in each case, as adjusted pursuant to the terms of the Merger Agreement, which in the aggregate with the unvested options to acquire common stock of Talkspace to be assumed by Talkspace, Inc. in exchange for options to acquire Talkspace, Inc. common stock (“Unvested Talkspace Options”, and together with Vested Talkspace Options, “Talkspace Options”), will equal $1,400,000,000, reduced by certain deductions for the parties’ transaction expenses and the value (the “Sponsor Share Amount”) of the shares of HEC’s Class B common stock held by HEC Sponsor LLC (the “Sponsor”) immediately prior to the consummation of the Transactions (the “Closing Merger Consideration”). The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to the pre-closing holders of shares of Talkspace stock and Vested Talkspace Options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon the consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement, minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement. The maximum number of shares (the “Closing Share Consideration”) of Talkspace, Inc. common stock that may be issued to the pre-closing holders of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis), pursuant to the foregoing is equal to a number determined dividing (a)(i) the Closing Merger Consideration, minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00. At the election of the Company, in certain circumstances the Closing Cash Consideration may be reduced (with a corresponding increase to the Closing Share Consideration) to the extent required to ensure that the business combination qualifies for the Intended Income Tax Treatment (as defined herein). However, in no event shall the consideration payable in connection with the Transactions in respect of all outstanding shares of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis) exceed (i) an amount in cash equal to the Closing Cash Consideration and (ii) a number of shares of Talkspace, Inc. common stock equal to the Closing Share Consideration (the “Maximum Consideration”).

This proxy statement/prospectus also relates to the issuance by HEC of up to 21,068,268 shares of Talkspace, Inc. common stock upon the exercise of options to purchase shares of Talkspace, Inc. common stock following the Closing and the resale of such shares of Talkspace, Inc. common stock (the “Resale Shares”). The holders of the Resale Shares may from time to time sell, transfer or otherwise dispose of any or all of their Resale Shares in a number of different ways and at varying prices, and we will not receive any proceeds from such transactions. See “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Merger Agreement—Closing Merger Consideration.”

HEC’s units, HEC’s Class A common stock and HEC’s warrants are currently listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbols “HECCU,” “HEC” and “HECCW”, respectively. Upon the Closing, HEC’s units will separate into the component securities and will no longer trade as a separate security. HEC intends to apply for listing, effective at the time of the Closing, of Talkspace, Inc. common stock and Talkspace, Inc. warrants on the Nasdaq under the symbols “TALK” and “TALKW”, respectively. This proxy statement/prospectus provides stockholders of HEC with detailed information about the proposed business combination and other matters to be considered at the special meeting of HEC. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 47 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                , 2021, and is first being mailed to HEC’s stockholders on or about                , 2021.


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HUDSON EXECUTIVE INVESTMENT CORP.

570 Lexington Avenue, 35th Floor

New York, NY 10022

Dear Hudson Executive Investment Corp. Stockholders,

On behalf of the Hudson Executive Investment Corp. board of directors (the “HEC Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of Hudson Executive Investment Corp., a Delaware corporation (“HEC”, “we” or “our”), to be held via live webcast at                 Eastern Time, on                 , 2021, at                 . The special meeting can be accessed by visiting , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On January 12, 2021, HEC entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among HEC, Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation (“Talkspace”), Tailwind Merger Sub I, Inc., a newly formed Delaware corporation and subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a newly formed Delaware limited liability company and subsidiary of HEC (“Second Merger Sub”), a copy of which is attached to the accompanying proxy statement as Annex A, which, among other things, provides for (i) First Merger Sub to be merged with and into Talkspace with Talkspace being the surviving company in the merger (the “First Merger”) and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Talkspace to be merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC (the “Second Merger”, and together with the First Merger, the “business combination” and the business combination, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the First Merger, HEC will own 100% of the outstanding common stock of Talkspace as the surviving corporation in the First Merger and each outstanding share of common stock and preferred stock of Talkspace (other than treasury shares or shares owned by HEC, First Merger Sub or Talkspace) will be cancelled and converted into the right to receive the merger consideration in accordance with the Merger Agreement. Following the Second Merger, HEC will own 100% of the outstanding interests of Second Merger Sub. Following the Closing (as defined below), HEC will own, directly or indirectly, all of the outstanding equity interests of the surviving company and the stockholders of Talkspace will own a portion of Talkspace, Inc. common stock (as defined in the accompanying proxy statement/prospectus).

As a result of and upon the Closing, among other things, and as more fully described elsewhere in this proxy statement/prospectus, all shares of common stock and preferred stock of Talkspace (collectively, “Talkspace stock”) and all vested options exercisable for common stock of Talkspace outstanding as of immediately prior to Closing (“Vested Talkspace Options”) will be cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof, a number of shares of common stock of Talkspace, Inc. (“Talkspace, Inc. common stock”) or a combination of shares of Talkspace, Inc. common stock and cash, in each case, as adjusted pursuant to the terms of the Merger Agreement, which in the aggregate with the unvested options to acquire common stock of Talkspace to be assumed by HEC in exchange for options to acquire Talkspace, Inc. common stock (“Unvested Talkspace Options”, and together with Vested Talkspace Options, “Talkspace Options”), will equal $1,400,000,000, reduced by certain deductions for the parties’ transaction expenses and the value (the “Sponsor Share Amount”) of the shares of HEC’s Class B common stock held by HEC Sponsor LLC (the “Sponsor”) immediately prior to the consummation of the Transactions (the “Closing Merger Consideration”). The maximum amount of cash (the “Closing Cash Consideration”) that may be paid to the pre-closing holders of shares of Talkspace stock and Vested Talkspace Options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon the consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement, minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement. The maximum number of shares (the “Closing Share Consideration”) of Talkspace, Inc. common stock that may be issued to the pre-closing holders of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis) pursuant to the foregoing is equal to a


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number determined dividing (a)(i) the Closing Merger Consideration, minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00. At the election of the Company, in certain circumstances the Closing Cash Consideration may be reduced (with a corresponding increase to the Closing Share Consideration) to the extent required to ensure that the business combination qualifies for the Intended Income Tax Treatment (as defined herein). However, in no event shall the consideration payable in connection with the Transactions in respect of all outstanding shares of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis) exceed (i) an amount in cash equal to the Closing Cash Consideration and (ii) a number of shares of Talkspace, Inc. common stock equal to the Closing Share Consideration (the “Maximum Consideration”).

At the special meeting, HEC stockholders will be asked to consider and vote upon:

 

(1)

Proposal No. 1—To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/prospectus—we refer to this proposal as the “business combination proposal”;

 

(2)

Proposal No. 2—To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of HEC in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”)—we refer to this proposal as the “charter proposal”;

 

(3)

Proposal No. 3—To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements—we refer to this proposal as the “governance proposal”;

 

(4)

Proposal No. 4—To consider and vote on a proposal to approve the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”)—we refer to this proposal as the “incentive plan proposal.” A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus as Annex G;

 

(5)

Proposal No. 5—To consider and vote on a proposal to approve the Talkspace, Inc. Employee Stock Purchase Plan (the “ESPP”)—we refer to this proposal as the “ESPP proposal.” A copy of the ESPP is attached to the accompanying proxy statement/prospectus as Annex H;

 

(6)

Proposal No. 6—To consider and vote upon a proposal to divide the board of directors into three classes to serve staggered terms on the Talkspace, Inc. board of directors until immediately following the 2021, 2022 and 2023 annual meetings of HEC stockholders, as applicable, and until their respective successors are duly elected and qualified—we refer to this proposal as the “director election proposal”;

 

(7)

Proposal No. 7—To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HEC’s issued and outstanding shares of Talkspace, Inc.’s common stock in connection with the business combination, including, without limitation, the PIPE Investment (as described below)—we refer to this proposal as the “Nasdaq proposal”; and

 

(8)

Proposal No. 8—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the Nasdaq proposal—we refer to this proposal as the “adjournment proposal.”

Each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the Nasdaq proposal (each a “Condition Precedent Proposal” and collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. Each of the governance proposal and the adjournment proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.


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Each of these proposals is more fully described in the attached proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of HEC’s common stock at the close of business on                 , 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the HEC Board has determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of HEC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the HEC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of HEC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The HEC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the HEC stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the Condition Precedent Proposals. If any of the Condition Precedent Proposals are not approved, we will not consummate the Transactions.

In connection with the Merger Agreement, the HEC Insiders (as defined herein) have entered into the Sponsor Support Agreement, pursuant to which, among other things, such stockholders have agreed to: (i) vote their shares in favor of the business combination proposal and the other Condition Precedent Proposals included in the accompanying proxy statement/prospectus, (ii) not transfer their shares of Talkspace, Inc. common stock and warrants (including the shares of Talkspace, Inc. common stock issuable upon exercise thereof) held by each HEC Insider immediately following the Closing for a period of 180 days following the Closing Date, subject to certain exceptions and (iii) certain vesting provisions of their shares.

To raise additional proceeds to fund the Transactions, HEC entered into subscription agreements (containing commitments to funding that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase an aggregate of 30,000,000 shares of Talkspace, Inc. common stock, which we refer to as the “PIPE Investment,” for a price of $10.00 per share for an aggregate commitment of $300,000,000.

All HEC stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

HEC’s units, HEC’s Class A common stock and public warrants are currently listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbols “HECCU,” “HEC” and “HECCW”, respectively.

Pursuant to HEC’s current certificate of incorporation, its public stockholders may demand that HEC redeem their public shares for cash if the business combination is consummated. Public stockholders will be entitled to receive cash for these shares only if they (i) demand that HEC redeem their public shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to HEC’s transfer agent prior to the vote at the special meeting and (ii) affirmatively vote for or against the business combination proposal. If the business combination is not completed, these public shares will not be redeemed. If a public stockholder properly demands redemption and votes for or against the business combination proposal,


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HEC will redeem each public share for a pro rata portion of the trust account holding the proceeds from the HEC IPO, calculated as of two business days prior to the Closing.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of HEC’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors
 

 

Douglas L. Braunstein
President, Chairman and Director

                , 2021


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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE HEC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HEC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF HEC STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated                 , 2021 and is first being mailed to HEC stockholders on or about                 , 2021.


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HUDSON EXECUTIVE INVESTMENT CORP.

570 Lexington Avenue, 35th Floor

New York, NY 10022

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                 , 2021

TO THE STOCKHOLDERS OF HUDSON EXECUTIVE INVESTMENT CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Hudson Executive Investment Corp., a Delaware corporation (“HEC”, “we” or “our”), will be held via live webcast at                 Eastern Time, on                 , 2021, at                 . The special meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of HEC’s board of directors (the “HEC Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

 

(1)

Proposal No. 1—To consider and vote upon a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”), by and among HEC, Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation (“Talkspace”), Tailwind Merger Sub I, Inc., a newly formed Delaware corporation and subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a newly formed Delaware limited liability company and subsidiary of HEC (“Second Merger Sub”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for (i) First Merger Sub to be merged with and into Talkspace with Talkspace being the surviving company in the merger (the “First Merger”) and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Talkspace to be merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC (the “Second Merger”, and together with the First Merger, the “business combination” and the business combination, together with the other transactions contemplated by the Merger Agreement, the “Transactions”) and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus-we refer to this proposal as the “business combination proposal”;

 

(2)

Proposal No. 2—To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of HEC in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”)—we refer to this proposal as the “charter proposal”;

 

(3)

Proposal No. 3—To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements-we refer to this proposal as the “governance proposal”;

 

(4)

Proposal No. 4—To consider and vote on a proposal to approve the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”)—we refer to this proposal as the “incentive plan proposal.” A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus as Annex G;

 

(5)

Proposal No. 5—To consider and vote on a proposal to approve the Talkspace, Inc. Employee Stock Purchase Plan (the “ESPP—we refer to this proposal as the “ESPP proposal.” A copy of the ESPP is attached to the accompanying proxy statement/prospectus as Annex H;

 

(6)

Proposal No. 6—To consider and vote upon a proposal to divide the board of directors into three classes to serve staggered terms on the Talkspace, Inc. board of directors until immediately following the 2021, 2022 and 2023 annual meetings of Talkspace, Inc. stockholders, as applicable, and until their respective successors are duly elected and qualified-we refer to this proposal as the “director election proposal”;

 

(7)

Proposal No. 7—To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HEC’s issued and


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  outstanding shares of HEC’s common stock in connection with the business combination, including, without limitation, the PIPE Investment (as described below)—we refer to this proposal as the “Nasdaq proposal”; and

 

(8)

Proposal No. 8—To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP Proposal, the director election proposal or the Nasdaq proposal—we refer to this proposal as the “adjournment proposal.”

Each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the Nasdaq proposal (each a “Condition Precedent Proposal” and collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. Each of the governance proposal and the adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of HEC’s common stock at the close of business on                 , 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the HEC Board has determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of HEC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the HEC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of HEC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The HEC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the HEC stockholders that they vote in favor of the proposals presented at the special meeting.

In connection with the Merger Agreement, the HEC Insiders (as defined herein) have entered into the Sponsor Support Agreement, pursuant to which, among other things, such stockholders have agreed (i) to vote their shares in favor of the business combination proposal and the other Condition Precedent Proposals included in the accompanying proxy statement/prospectus, (ii) not transfer their shares of Talkspace, Inc. common stock and warrants (including the shares of Talkspace, Inc. common stock issuable upon exercise thereof) held by each HEC Insider immediately following the Closing for a period of 180 days following the Closing Date, subject to certain exceptions and (iii) certain vesting provisions of their shares.

Consummation of the Transactions is conditioned on the approval of each of the Condition Precedent Proposals. If any of the Condition Precedent Proposals are not approved, we will not consummate the Transactions.

To raise additional proceeds to fund the Transactions, HEC has entered into subscription agreements (containing commitments to funding that are subject only to conditions that are generally aligned with the conditions set forth in the Merger Agreement), pursuant to which certain investors have agreed to purchase an aggregate of 30,000,000 shares of Talkspace, Inc. common stock, which we refer to as the “PIPE Investment,” for a price of $10.00 per share for an aggregate commitment of $300,000,000.

Pursuant to HEC’s current certificate of incorporation, a public stockholder may demand that HEC redeem such shares for cash if the business combination is consummated. Public stockholders will be entitled to receive cash


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for these shares only if they (i) demand that HEC redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to HEC’s transfer agent prior to the vote at the special meeting and (ii) affirmatively vote for or against the business combination proposal. If the business combination is not completed, these shares will not be redeemed. If a public stockholder properly demands redemption and votes for or against the business combination proposal, HEC will redeem each public share for a full pro rata portion of the trust account holding the proceeds from the HEC IPO, calculated as of two business days prior to the Closing.

All HEC stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors
 

 

Douglas L. Braunstein
President, Chairman and Director

                , 2021


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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE HEC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HEC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF HEC STOCKHOLDERSREDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.


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TABLE OF CONTENTS

 

     Page  

Market, Industry and Other Data

     iii  

Trademarks

     iii  

Frequently Used Terms

     1  

Summary of the Material Terms of the Transactions

     10  

Questions and Answers about the Proposals

     13  

Summary of the Proxy Statement/Prospectus

     23  

HEC’s Summary Historical Financial Information

     38  

Talkspace’s Summary Historical Financial Information

     39  

Summary Unaudited Pro Forma Condensed Combined Financial Information

     41  

Comparative Per Share Data

     43  

Cautionary Note Regarding Forward-Looking Statements

     45  

Risk Factors

     47  

Special Meeting of HEC Stockholders

     102  

Proposal No. 1—The Business Combination Proposal

     107  

Proposal No. 2—The Charter Proposal

     145  

Proposal No. 3—The Governance Proposal

     149  

Proposal No. 4—The Incentive Plan Proposal

     152  

Proposal No. 5—The ESPP Proposal

     158  

Proposal No. 6—The Director Election Proposal

     162  

Proposal No. 7—The Nasdaq Proposal

     163  

Proposal No. 8—The Adjournment Proposal

     165  

U.S. Federal Income Tax Considerations

     166  

Other Information Related to HEC

     172  

HEC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

     182  

Information about Talkspace

     185  

Management of Talkspace, Inc. Following the Business Combination

     211  

Executive Compensation

     216  

Unaudited Pro Forma Condensed Combined Financial Information

     226  

HEC’s Selected Historical Financial Information

     239  

Talkspace Selected Historical Financial Information

     240  

Talkspace’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

     242  

Description of Securities

     256  

Market Price and Dividend Information

     265  

Beneficial Ownership of Securities

     266  

Certain Relationships and Related Person Transactions

     269  

Securities Act Restrictions on Resale of HEC’s Securities

     273  

Appraisal Rights

     274  

Submission of Stockholder Proposals

     274  

Future Stockholder Proposals

     274  

Legal Matters

     275  

Other Stockholder Communications

     275  

Delivery of Documents to Stockholders

     275  

Talkspace’s Independent Registered Public Accounting Firm

  

Where You Can Find More Information

     276  

Annexes

  

Annex A—Merger Agreement

  

Annex B—Form of Second Amended and Restated Certificate of Incorporation

  

Annex C—Form of Amended and Restated Bylaws

  

Annex D—Form of Registration Rights Agreement

  

 

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MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

TRADEMARKS

This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

 

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

2021 Plan” are to the Talkspace, Inc. 2021 Incentive Award Plan attached to this proxy statement/prospectus as Annex G;

Action” are to any claim, action, suit, assessment, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) or arbitration;

Adjusted Assumed Vested Talkspace Option Election Consideration” are to (a) with respect to an Eligible Cash-Out Vested Talkspace Option, cash in an amount equal to (i) (A) the Per Share Merger Consideration multiplied by (B) such number of shares of Talkspace common stock underlying the Eligible Cash-Out Vested Talkspace Option, minus (ii) the aggregate exercise price applicable to each share of Talkspace common stock underlying such Eligible Cash-Out Vested Talkspace Option and (b) with respect to the remaining shares of Talkspace common stock subject to such Vested Talkspace Option, a Vested HEC Option; provided, that the Eligible Cash-Out Vested Talkspace Option shall mean an amount, expressed as a percentage, equal the Adjusted Assumed Vested Talkspace Option Election Percentage;

Adjusted Assumed Vested Talkspace Option Election Percentage” are to an amount, expressed as a percentage, (a) (i) the numerator of which is equal to the absolute value of the Available Excess Cash Amount, and (ii) the denominator of which is equal to the sum of (A) the Closing Cash Consideration plus (B) the result of multiplying (1) the Closing Share Consideration by (2) $10.00 divided by (3) a fraction, (x) the numerator of which is the sum of the total number of Stock Electing Shares and Assumed Electing Options and (y) the denominator of which is the Aggregate Fully Diluted Talkspace Common Stock;

Adjusted Optionholder Cash Weighted Mixed Election Consideration” are to (a) with respect to an Eligible Cash-Out Vested Talkspace Option, cash in an amount equal to (i) (A) the Per Share Merger Consideration multiplied by (B) such number of shares of Talkspace common stock underlying the Eligible Cash-Out Vested Talkspace Option, minus (ii) the aggregate exercise price applicable to each share of Talkspace common stock underlying such Eligible Cash-Out Vested Talkspace Option and (b) with respect to the remaining shares of Talkspace common stock subject to such Vested Talkspace Option, a Vested HEC Option; provided, that the Eligible Cash-Out Vested Talkspace Option shall mean an amount, expressed as a percentage, equal to the Adjusted Optionholder Cash Weighted Mixed Election Percentage;

Adjusted Optionholder Cash Weighted Mixed Election Percentage” are to an amount, expressed as a percentage, (a) (i) the numerator of which is equal to the absolute value of the result of (A) (1) the Closing Cash Consideration minus (2) the amount of cash elected to be paid in respect of all Standard Mixed Electing Shares and Standard Mixed Electing Options, and (ii) the denominator of which is equal to the sum of (A) the Closing Cash Consideration plus (B) the result of multiplying (1) the Closing Share Consideration by (2) $10.00 divided by (b) a fraction, (i) the numerator of which is the sum of the total number of Cash Weighted Mixed Electing Shares and Cash Weighted Mixed Electing Options and (ii) the denominator of which is the Aggregate Fully Diluted Talkspace Common Stock;

Adjusted Stock Election Consideration” are to (a) a number of shares of Talkspace, Inc. common stock equal to (i) the Exchange Ratio multiplied by (ii) the difference obtained by subtracting the Adjusted Stock Election Percentage from clause (i), and (b) cash in an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the Adjusted Stock Election Percentage;

Adjusted Stock Election Percentage” are to an amount, expressed as a percentage, (a) a fraction, (i) the numerator of which is equal to the absolute value of the Available Cash Excess Amount, and (ii) the denominator of which is equal to the sum of (A) the Closing Cash Consideration plus (B) the result of multiplying (1) the Closing Share Consideration by (2) $10.00 divided by (b) a fraction, (i) the numerator of which is the sum of the total number of Stock Electing Shares and Assumed Electing Options and (ii) the denominator of which is the Aggregate Fully Diluted Talkspace Common Stock;

 

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Adjusted Stockholder Cash Weighted Mixed Election Consideration” are to (a) a number of shares of Talkspace, Inc. common stock equal to (i) the Exchange Ratio multiplied by (ii) the difference obtained by subtracting the Adjusted Stockholder Cash Weighted Mixed Election Percentage from clause (i), and (b) cash in an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the Adjusted Stockholder Cash Weighted Mixed Election Percentage;

Adjusted Stockholder Cash Weighted Mixed Election Percentage” are to an amount, expressed as a percentage, (a) a fraction, (i) the numerator of which is equal to the absolute value of the result of (A) (1) Closing Cash Consideration minus (2) the amount of cash that would be elected to be paid in respect of all Standard Mixed Electing Shares and Standard Mixed Electing Options but for the adjustment set forth in the Merger Agreement, and (ii) the denominator of which is equal to the sum of (A) the Closing Cash Consideration plus (B) the result of multiplying (1) the Closing Share Consideration by (2) $10.00 divided by (b) a fraction, (i) the numerator of which is the sum of the total number of Cash Weighted Mixed Electing Shares and Cash Weighted Mixed Electing Options and (ii) the denominator of which is the Aggregate Fully Diluted Talkspace Common Stock;

Aggregate Fully Diluted Talkspace Common Stock” are to, without duplication, (a) the aggregate number of shares of Talkspace common stock that are (i) issued and outstanding immediately prior to the First Effective Time after giving effect to the Pre-Closing Restructuring or (ii) issuable upon, or subject to, the settlement of Talkspace Options (whether or not then vested or exercisable), in each case, that are outstanding immediately prior to the First Effective Time, minus (b) the Talkspace treasury shares, if any, outstanding immediately prior to the First Effective Time, minus (c) a number of shares equal to the aggregate exercise price of the Talkspace Options described in clause (ii) above divided by the Per Share Merger Consideration; provided, that any Talkspace Option with an exercise price equal to or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Talkspace Common Shares;

Assumed Electing Options” are to the Vested Talkspace Options with respect to which an Assumed Vested Company Option Election has been properly made and not revoked or lost;

Assumed Vested Talkspace Option Election” are to, with respect to any holder of Vested Talkspace Options, an election by such holder to receive the Assumed Vested Talkspace Option Election Consideration, as it may be adjusted pursuant to the Merger Agreement;

Assumed Vested Company Option Election Consideration” are to a Vested HEC Option;

Available Closing HEC Cash” are to an amount equal to (i) all amounts in HEC’s trust account (after reduction for the aggregate amount of payments required to be made in connection with valid redemptions by stockholders of HEC), plus (ii) the aggregate amount of cash that has been funded to and remains with HEC pursuant to the Subscription Agreements as of immediately prior to the Closing, plus (iii) the aggregate amount of cash that has been funded to and remains with HEC pursuant to the HEC Forward Purchase Agreement, minus (iv) expenses of HEC and its affiliates incurred prior to the Closing Date consistent with the disclosure set forth in HEC’s SEC filings (other than the HEC transaction expenses);

Available Excess Cash Amount” are to the amount, if the Closing Cash Consideration exceeds the Cash Election Amount, of such excess;

business combination” are to, together, (i) the First Merger and (ii) the Second Merger;

Cash Election Amount” are to (a) the aggregate amount of cash consideration elected by all holders of Standard Mixed Election Shares (before giving effect to any adjustment pursuant to the Merger Agreement), plus (b) the aggregate amount of cash consideration elected by all holders of Cash Weighted Mixed Consideration Shares (before giving effect to any adjustment pursuant to the Merger Agreement), plus (c) the aggregate amount of cash consideration elected by all holders of Standard Mixed Election Options (before giving effect to any

 

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adjustment pursuant to the Merger Agreement), plus (d) the aggregate amount of cash consideration elected by all holders of Cash Weighted Mixed Election Options (before giving effect to any adjustment pursuant to the Merger Agreement);

Cash Weighted Mixed Electing Options” are to the Vested Talkspace Options with respect to which an Optionholder Cash Weighted Mixed Election has been properly made and not revoked or lost;

Cash Weighted Mixed Electing Shares” are to the shares of Talkspace stock with respect to which a Stockholder Cash Weighted Mixed Election has been properly made and not revoked or lost;

Closing” are to the consummation of the business combination;

Closing Cash Consideration” are to an amount equal to (a) the Available Closing HEC Cash, minus (b) $250,000,000.00, minus (c) HEC transaction expenses set forth on HEC’s closing statement, minus (d) Talkspace transaction expenses set forth on the Talkspace closing statement; provided, that, if the Closing occurs when the Closing Cash Consideration as otherwise determined by this definition would result in Closing Share Consideration that is less than the Minimum Share Consideration, then the Closing Cash Consideration will be decreased by the minimum extent necessary such that the Closing Share Consideration equals the Minimum Share Consideration;

Closing Date” are to the date on which the Transactions are consummated;

Closing Merger Consideration” are to $1,400,000,000.00;

Closing Share Consideration” are to an amount equal to the number of shares (rounded to the nearest whole share) of Talkspace, Inc. common stock determined by dividing an amount equal to (a) (i) the Closing Merger Consideration, minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) HEC transaction expenses set forth on the HEC closing statement, minus (v) Talkspace transaction expenses set forth on the Talkspace closing statement, by (b) $10.00;

Code” are to the Internal Revenue Code of 1986, as amended;

Company Sale” are to (i) any transaction or series of related transactions that results in any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring equity securities that represent more than 50% of the total voting power of Talkspace, Inc. or (ii) a sale or disposition of all or substantially all of the assets of Talkspace, Inc. and its subsidiaries on a consolidated basis, in each case other than a transaction or series of related transactions which results in at least 50% of the combined voting power of the then outstanding voting securities of Talkspace, Inc. (or any successor to Talkspace, Inc.) immediately following the closing of such transaction(s) being beneficially owned, directly or indirectly, by individuals and entities (or affiliates of such individuals and entities) who were the beneficial owners, respectively, of at least 50% of the equity securities of Talkspace, Inc. immediately prior to such transaction(s);

completion window” are to the period following the completion of the HEC IPO at the end of which, if HEC has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on June 11, 2022;

Condition Precedent Proposals” are to the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the Nasdaq proposal, collectively;

 

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COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks;

COVID-19 Measures” are to any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, governmental order, Action, directive, pronouncement, guidelines or recommendations by any governmental authority (including the Centers for Disease Control and Prevention and the World Health Organization) in connection with, related to or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Families First Coronavirus Response Act, or any changes thereto;

current certificate of incorporation” are to HEC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus;

DGCL” are to the Delaware General Corporation Law, as amended;

Dissenting Shares” are to the shares of Talkspace common stock issued and outstanding immediately prior to the First Effective Time and held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL;

Eligible Cash-Out Vested Talkspace Option” are to (a) with respect to an Optionholder Cash Weighted Mixed Election, the Optionholder Cash Weighted Mixed Election Percentage of the shares of Talkspace common stock subject to such Vested Talkspace Option (rounded up to the nearest whole number), and (b) with respect to an Optionholder Standard Mixed Election, the Optionholder Standard Mixed Election Percentage of the shares of Talkspace common stock subject to such Vested Talkspace Option (rounded up to the nearest whole number), in each case as it may be adjusted pursuant to the Merger Agreement;

ESPP” are to the Talkspace, Inc. 2021 Employee Stock Purchase Plan, attached to this proxy statement/prospectus as Annex H;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

Exchange Agent Agreement” are to a paying and exchange agent agreement, in form and substance reasonably acceptable to HEC and Talkspace;

Exchange Ratio” are to the quotient obtained by dividing (a) a number of shares of Talkspace, Inc. common stock equal to the quotient obtained by dividing (i) the sum of (A) the Closing Merger Consideration, minus (B) the Sponsor Share Amount, minus (C) HEC transaction expenses set forth on the HEC closing statement, minus (D) Talkspace transaction expenses set forth on the Talkspace closing statement, by (ii) $10.00; by (b) the Aggregate Fully Diluted Talkspace Common Stock;

First Effective Time” are to the effective time of the First Merger;

First Merger” are to the merger of First Merger Sub with and into Talkspace;

First Merger Sub” are to Tailwind Merger Sub I, Inc.;

founder shares” are to shares of HEC’s Class B common stock and HEC’s Class A common stock issued upon the automatic conversion thereof at the time of HEC’s initial business combination. The founder shares are held of record by the Sponsor, Amy Schulman and Thelma Duggin as of the record date;

HEC” are to Hudson Executive Investment Corp., a Delaware corporation;

 

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HEC Forward Purchase” are to the purchase by HEC Fund from HEC pursuant to the HEC Forward Purchase Agreement of 2,500,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Talkspace, Inc. common stock and one-half of one warrant to purchase one share of Talkspace, Inc. common stock, for $10.00 per unit, or an aggregate amount of $25,000,000, in a private placement that will close concurrently with the closing of the business combination and to backstop up to $25,000,000 of redemptions by stockholders of HEC;

HEC Forward Purchase Agreement” are to the forward purchase agreement, entered into as of June 8, 2020, by and between HEC and HEC Fund, as amended by that certain First Amendment to Forward Purchase Agreement, dated January 12, 2021;

HEC Fund” are to HEC Master Fund LP, a Delaware limited partnership;

HEC Insiders are to, collectively, the Sponsor, Douglas Braunstein, Douglas Bergeron, Jonathan Dobres, Robert Greifeld, Amy Schulman and Thelma Duggin;

HEC IPO” are to the initial public offering by HEC which closed on June 11, 2020;

HEC Parties” are to HEC, First Merger Sub and Second Merger Sub;

HEC warrants” are to the private placement warrants and the public warrants (each, as defined below);

HEC’s Class A common stock” are to, prior to consummation of the Transactions, HEC’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the common stock, par value $0.0001 per share, of Talkspace, Inc.;

HEC’s Class B common stock” are to HEC’s Class B common stock, par value $0.0001 per share;

HEC’s common stock” are to HEC’s Class A common stock and HEC’s Class B common stock;

HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

Insiders” are to Douglas L. Braunstein, Douglas G. Bergeron, Jonathan Dobres, Robert Greifeld, Amy Schulman and Thelma Duggin;

Intended Income Tax Treatment” are to the intention of each of the HEC Parties and Talkspace that, for U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment of the business combination), the business combination will consistute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder to which each of the HEC Parties and Talkspace are parties under Section 368(b) of the Code;

Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of January 12, 2021, by and among HEC, Talkspace, First Merger Sub and Second Merger Sub;

Minimum Share Consideration” are to, solely to the extent Talkspace elects application of the Minimum Share Consideration, the number of shares (rounded up to the nearest whole share) of Talkspace, Inc. common stock that represents the minimum number of shares of Talkspace, Inc. common stock that is required to ensure that the business combination qualifies for the Intended Income Tax Treatment (with such number of shares to be reasonably determined by tax counsel to Talkspace, taking into account reasonable expectations regarding the value of Talkspace, Inc. common stock on the Closing Date); provided, that Talkspace shall be eligible to elect the application only if Talkspace has a good faith and reasonable belief that the volume-weighted average price of Talkspace, Inc. common stock on the Closing Date will be less than $10.00 per share;

 

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Optionholder Cash Weighted Mixed Election Consideration” are to, (A) with respect to the Eligible Cash-Out Vested Talkspace Option, cash in an amount equal to (i) (a) the Per Share Merger Consideration multiplied by (b) such number of shares of Talkspace common stock underlying the Eligible Cash-Out Vested Talkspace Option, minus (ii) the aggregate exercise price applicable to each share of Talkspace common stock underlying such Eligible Cash-Out Vested Talkspace Option and (B) with respect to the remaining shares of Talkspace common stock subject to such Vested Talkspace Option, a Vested HEC Option;

Optionholder Cash Weighted Mixed Election Percentage” are to, with respect to any holder of Vested Talkspace Options that has properly made and not revoked or lost an optionholder cash weighted mixed election, a percentage equal to fifty percent (50%);

Optionholder Standard Mixed Election Consideration” are to (A) with respect to the Eligible Cash-Out Vested Talkspace Option, cash in an amount equal to (i) (a) the Per Share Merger Consideration multiplied by (b) such number of shares of Talkspace common stock underlying the Eligible Cash-Out Vested Talkspace Option, minus (ii) the aggregate exercise price applicable to each share of Talkspace common stock underlying such Eligible Cash-Out Vested Talkspace Option and (B) with respect to the remaining shares of Talkspace common stock subject to such Vested Talkspace Option, a Vested HEC Option;

Optionholder Standard Mixed Election Percentage” are to, with respect to any holder of Vested Talkspace Options that has properly made and not revoked or lost an optionholder standard mixed election, an amount, expressed as a percentage, (A) the numerator of which is the Closing Cash Consideration and (B) the denominator of which is equal to the sum of (a) the Closing Cash Consideration plus (b) the result of multiplying (i) the Closing Share Consideration by (ii) $10.00;

Per Share Merger Consideration” are to the product obtained by multiplying (a) the Exchange Ratio by (b) $10.00;

PIPE Investment” are to the private placement pursuant to which HEC entered into subscription agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors whereby such investors have agreed to purchase an aggregate of 30,000,000 shares of Talkspace, Inc. common stock at a purchase price of $10.00 per share for an aggregate commitment of $300,000,000;

PIPE Investors” are to the investors participating in the PIPE Investment;

Pre-Closing Holder” are to a person who holds one or more shares Talkspace stock immediately prior to the First Effective Time;

private placement warrants” are to HEC’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the HEC IPO;

Proposed Bylaws” are to the proposed bylaws of Talkspace, Inc., effective prior to the First Effective Time and the closing of the PIPE Investment attached to this proxy statement/prospectus as Annex C;

public shares” are to shares of HEC’s Class A common stock sold as part of the units in the HEC IPO (whether they were purchased in the HEC IPO or thereafter in the open market);

public stockholders” are to the holders of public shares, including the Sponsor and HEC’s officers and directors to the extent the Sponsor and HEC’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

public warrants” are to HEC warrants sold as part of the units in the HEC IPO (whether they were purchased in the HEC IPO or thereafter in the open market);

 

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Registration Rights Agreement” are to that certain Amended and Restated Registration Rights Agreement, to be entered into at Closing by and among Talkspace, Inc., Sponsor and certain former stockholders of Talkspace;

SEC” are to the United States Securities and Exchange Commission;

second amended and restated certificate of incorporation” are to the proposed second amended and restated certificate of incorporation of Talkspace, Inc. in the form attached hereto as Annex B;

Second Merger Sub” are to Tailwind Merger Sub II, LLC;

Sponsor” are to HEC Sponsor LLC, a Delaware limited liability company;

Sponsor Share Amount” are to $72,000,000.00;

Sponsor Support Agreement” are to that certain Support Agreement, dated as of January 12, 2021, by and among HEC, the HEC Insiders and Talkspace;

Standard Mixed Electing Options” are to the Vested Talkspace Options with respect to which an Optionholder Standard Mixed Election has been properly made and not revoked or lost or with respect to which no election has been made;

Standard Mixed Electing Shares” are to the shares of Talkspace stock with respect to which a Stockholder Standard Mixed Election has been properly made and not revoked or lost or with respect to which no election has been made;

Stock Electing Shares” are to the shares of Talkspace stock with respect to which a Stock Election has been properly made and not revoked or lost;

Stock Election” are to, with respect to any Pre-Closing Holder, an election by such holder to receive the Stock Election Consideration, as it may be adjusted pursuant to the Merger Agreement;

Stock Election Consideration” are to a number of shares of Talkspace, Inc. common stock equal to the Exchange Ratio;

Stockholder Cash Weighted Mixed Election” are to, with respect to any Pre-Closing Holder, an election by such holder to receive the Stockholder Cash Weighed Mixed Election Consideration, as it may be adjusted pursuant to the Merger Agreement;

Stockholder Cash Weighted Mixed Election Consideration” are to (a) a number of shares of Talkspace, Inc. common stock equal to (i) the Exchange Ratio multiplied by (ii) the difference obtained by subtracting the Stockholder Cash Weighted Mixed Election Percentage from clause (i), and (b) cash in an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the Stockholder Cash Weighted Mixed Election Percentage;

Stockholder Cash Weighted Mixed Election Percentage” are to, with respect to any Pre-Closing Holder that has properly made and not revoked or lost a Stockholder Cash Weighted Mixed Election, a percentage equal to fifty percent (50%);

Stockholder Standard Mixed Election” are to, with respect to any Pre-Closing Holder, an election by such holder to receive the Stockholder Standard Mixed Election Consideration, as it may be adjusted pursuant to the Merger Agreement;

 

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Stockholder Standard Mixed Election Consideration” are to (a) a number of shares of Talkspace, Inc. common stock equal to (i) the Exchange Ratio multiplied by (ii) the difference obtained by subtracting the Stockholder Standard Mixed Election Percentage from clause (i), and (b) cash in an amount equal to (i) the Per Share Merger Consideration, multiplied by (ii) the Stockholder Standard Mixed Election Percentage;

Stockholder Standard Mixed Election Percentage” are to, with respect to any Pre-Closing Holder that has properly made and not revoked or lost a Stockholder Standard Mixed Election in accordance with the Merger Agreement, equal to an amount, expressed as a percentage, (a) the numerator of which is the Closing Cash Consideration and (b) the denominator of which is equal to the sum of (i) the Closing Cash Consideration plus (ii) the result of multiplying (A) the Closing Share Consideration by (B) $10.00;

Subscription Agreements” are to the subscription agreements entered into by and between HEC and the PIPE Investors, in each case, dated as of January 12, 2021 and entered into in connection with the PIPE Investment;

Talkspace” are to Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation;

Talkspace common stock” are to the shares of common stock, par value $0.001 per share, of Talkspace;

Talkspace Holders Support Agreement” are to that certain Support Agreement, dated as of January 12, 2021, by and among HEC, Talkspace and certain stockholders of Talkspace party thereto;

Talkspace Incentive Plan” are to certain 2014 Stock Incentive Plan of Groop Internet Platform, Inc.;

Talkspace Options” are to options to acquire shares of Talkspace common stock granted under the Talkspace Incentive Plan;

Talkspace preferred stock” are to, collectively, the shares of preferred stock, par value $0.001 per share, of Talkspace, of which shares have been designated as: (i) Series Seed Preferred Stock, (ii) Series Seed-1 Preferred Stock, (iii) Series Seed-2 Preferred Stock, (iv) Series A Preferred Stock, (v) Series B Preferred Stock, (vi) Series C Preferred Stock and (vii) Series D Preferred Stock;

Talkspace, Inc.” are to HEC following the consummation of the Transactions and its name change from Hudson Executive Investment Corp. to Talkspace, Inc.;

Talkspace, Inc. common stock” are to the shares of common stock, par value $0.0001 per share, of Talkspace, Inc.;

Talkspace stock” are to the Talkspace common stock and the Talkspace preferred stock;

Transaction Agreements” are to the Merger Agreement, the Registration Rights Agreement, the Talkspace Holders Support Agreement, the Sponsor Support Agreement, the Subscription Agreements, the HEC Forward Purchase Agreement, the Exchange Agent Agreement, each Letter of Transmittal, the second amended and restated certificate of incorporation, the Proposed Bylaws, and all the other agreements, documents, instruments and certificates entered into in connection herewith and/or therewith and any and all exhibits and schedules thereto;

Transactions” are to, collectively, the business combination and the other transactions contemplated by the Merger Agreement;

Treasury Regulations” are to the regulations promulgated under the Code;

 

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trust account” are to the trust account of HEC that holds the proceeds from the HEC IPO;

Trust Agreement” are to the Investment Management Trust Agreement, effective as of June 8, 2020, by and between HEC and Continental Stock Transfer & Trust Company, as trustee;

Unvested HEC Option” are to each Unvested Talkspace Option that is outstanding as of immediately prior to the First Effective Time that will be assumed and converted (based on the adjustment formula set forth in the Merger Agreement), by virtue of the First Merger and without any action on the part of the holders thereof, into an option to purchase shares of Talkspace, Inc. common stock;

Unvested Talkspace Option” are to a Talkspace Option, or portion thereof, to the extent such Talkspace Option (or applicable portion thereof) is outstanding and not vested as of immediately prior to the First Effective Time;

Vested HEC Option” are to a portion of each Vested Talkspace Option that is outstanding as of immediately prior to the First Effective Time that will be assumed and converted (based on the adjustment formula set forth in the Merger Agreement), by virtue of the First Merger and without any action on the part of the holders thereof, into an option to purchase shares of Talkspace, Inc. common stock;

Vested Talkspace Option” are to a Talkspace Option, or portion thereof, to the extent such Talkspace Option (or applicable portion thereof) is vested and outstanding as of immediately prior to the First Effective Time (after taking into consideration any accelerated vesting that is required to occur as a result of the Transactions pursuant to the terms of applicable award agreement that has not otherwise been waived by the holder thereof);

Warrant Agreement” are to that certain Warrant Agreement, dated as of June 8, 2020, by and between HEC and Continental Stock Transfer & Trust Company; and

warrants” are to the public warrants and the private placement warrants and the PIPE Warrants.

 

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

 

   

Hudson Executive Investment Corp, a Delaware corporation, which we refer to as “HEC,” “we,” “us,” or “our,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

   

On June 11, 2020, HEC consummated the HEC IPO of 41,400,000 units, including 5,400,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of HEC’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of HEC’s Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $414,000,000. Simultaneously with the consummation of the initial public offering, HEC consummated the private placement of 10,280,000 warrants at a price of $1.00 per warrant, generating total proceeds of $10,280,000. Transaction costs amounted to $23,353,182 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $583,182 of other offering costs.

 

   

Following the consummation of the HEC IPO, $414,000,000 was deposited into a U.S.-based trust account with J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except as described in the prospectus for the HEC IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and HEC’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

 

   

Groop Internet Platform Inc. (d/b/a “Talkspace”), a Delaware corporation, which we refer to as “Talkspace,” is a leading virtual behavioral health platform.

 

   

On January 12, 2021, HEC entered into an Agreement and Plan of Merger with Talkspace, First Merger Sub and Second Merger Sub, which among other things, provides for (i) First Merger Sub to be merged with and into Talkspace with Talkspace being the surviving company in the First Merger and (ii) Talkspace to be merged with and into Second Merger Sub, with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of HEC.

 

   

Subject to the terms of the Merger Agreement, the aggregate merger consideration payable to holders of Talkspace stock and Vested Talkspace Options will be equal to: (a) the Closing Cash Consideration and (b) the Closing Share Consideration.

 

   

Pursuant to the PIPE Investment, HEC has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy from HEC 30,000,000 shares of Talkspace, Inc. common stock at a purchase price of $10.00 per share for an aggregate commitment of $300,000,000.

 

   

Pursuant to the HEC Forward Purchase Agreement, as amended, HEC Fund agreed to purchase 2,500,000 Forward Purchase Units and backstop up to $25,000,000 of redemptions by HEC stockholders in a private placement that will close concurrently with the Closing. The Forward Purchase Units consist of one share of Talkspace, Inc. common stock and one-half of one warrant to purchase one share of Talkspace, Inc. common stock, for $10.00 per unit.

 

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It is anticipated that, upon the Closing: (i) existing stockholders of Talkspace will own approximately 50.8% of Talkspace, Inc. on a fully diluted net exercise basis; (ii) HEC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 25.1% in Talkspace, Inc. on a fully diluted net exercise basis; (iii) the PIPE Investors will own approximately 18.2% of Talkspace, Inc. on a fully diluted net exercise basis; and (iv) the Sponsor (and its affiliates) will own approximately 5.9% of Talkspace, Inc. on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of HEC’s Class A common stock underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement equals $49 million.

 

   

HEC management and the HEC Board considered various factors in determining whether to approve the Merger Agreement and the Transactions. For more information about the reasons that the HEC Board considered in determining its recommendation, please see the section entitled “Proposal No. 1—The Business Combination Proposal—HEC’s Board of Directors’ Reasons for Approval of the Transactions.” When you consider the HEC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of HEC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information. The HEC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the HEC stockholders that they vote “FOR” the proposals presented at the special meeting.

 

   

At the special meeting, HEC’s stockholders will be asked to consider and vote on the following proposals:

 

   

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

   

a proposal to approve and adopt the second amended and restated certificate of incorporation of HEC in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

   

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with requirements of the SEC. Please see the section entitled “Proposal No. 3—The Governance Proposal;

 

   

a proposal to approve the 2021 Plan. Please see the section entitled “Proposal No. 4— The Incentive Plan Proposal”;

 

   

a proposal to approve the ESPP. Please see the section entitled “Proposal No. 5The ESPP Proposal”;

 

   

a proposal to divide the board of directors into three classes to serve staggered terms on the Talkspace, Inc. board of directors until immediately following the 2021, 2022 and 2023 annual meetings of HEC stockholders, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 6—The Director Election Proposal”;

 

   

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HEC’s issued and outstanding shares of HEC’s common stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No. 7—The Nasdaq Proposal”; and

 

   

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 8—The Adjournment Proposal.”

 

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Upon consummation of the Transactions, the HEC Board anticipates each Class I director having a term that expires immediately following HEC’s annual meeting of stockholders in 2021, each Class II director having a term that expires immediately following HEC’s annual meeting of stockholders in 2022 and each Class III director having a term that expires immediately following HEC’s annual meeting of stockholders in 2023, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 6—The Director Election Proposal” and “Management of Talkspace, Inc. Following the Business Combination” for additional information.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to HEC stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.

 

Q.

Why am I receiving this proxy statement/prospectus?

 

A.

HEC and Talkspace have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and HEC encourages its stockholders to read it in its entirety. HEC’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the Transactions, which, among other things, include provisions for (a) First Merger Sub to be merged with and into Talkspace with Talkspace being the surviving corporation in the First Merger as a wholly owned subsidiary of HEC and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, Talkspace to be merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of HEC in the Second Merger. Please see the section entitled “Proposal No. 1—The Business Combination Proposal.

This proxy statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

Q.

When and where is the Special Meeting?

 

A.

The special meeting will be held via live webcast on                 , 2021 at                  Eastern Time at         . The special meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

 

Q.

What are the proposals on which I am being asked to vote at the special meeting?

 

A.

The stockholders of HEC will be asked to consider and vote on the following proposals at the special meeting:

 

  1.

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

  2.

a proposal to approve and adopt the second amended and restated certificate of incorporation of HEC in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

  3.

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately, in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3—The Governance Proposal”;

 

  4.

a proposal to approve the 2021 Plan. Please see the section entitled “Proposal No. 4—The Incentive Plan Proposal”;

 

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  5.

a proposal to approve the ESPP. Please see the section entitled “Proposal No. 5The ESPP Proposal”;

 

  6.

a proposal to divide the board of directors into three classes to serve staggered terms on the Talkspace, Inc. board of directors until immediately following the 2021, 2022 and 2023 annual meetings of HEC stockholders, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 6—The Director Election Proposal”;

 

  7.

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HEC’s issued and outstanding shares of HEC’s common stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No. 7—The Nasdaq Proposal”; and

 

  8.

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 8—The Adjournment Proposal.”

Each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the Nasdaq proposal (each a “Condition Precedent Proposal” and collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. Each of the governance proposal and the adjournment proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

HEC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the Condition Precedent Proposals. If any of the Condition Precedent Proposals are not approved, we will not consummate the Transactions.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q.

Why is HEC proposing the business combination?

 

A.

HEC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On June 11, 2020, HEC consummated the HEC IPO of 41,400,000 units, including 5,400,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of HEC’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of HEC’s Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $414,000,000. Simultaneously with the consummation of the HEC IPO, HEC consummated the private placement of 10,280,000 warrants at a price of $1.00 per warrant, generating total proceeds of $10,280,000. Transaction costs amounted to $23,353,182 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $583,182 of other offering costs. Since the HEC IPO, HEC’s activity has been limited to the evaluation of business combination candidates.

Talkspace is a leading virtual behavioral health platform, and, since its founding in 2012, it has connected

millions of patients with licensed mental health providers across a wide and growing spectrum of care through virtual counseling, psychotherapy and psychiatry. Talkspace created a purpose-built platform to address the needs of its individual consumer subscribers and enterprise clients offering convenient and affordable access to a fully-credentialed network of highly qualified providers.

 

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The HEC Board considered the results of the due diligence review of Talkspace’s business. The HEC Board also considered Talkspace’s current prospects for growth. For additional information, see “Proposal No. 1—The Business Combination Proposal—HEC’s Board of Directors’ Reasons for Approval of the Transactions.”

As a result, HEC believes that a business combination with Talkspace will provide HEC stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—HEC’s Board of Directors’ Reasons for Approval of the Transactions.” Although the HEC Board believes that the business combination presents a unique business combination opportunity and is in the best interests of HEC stockholders, the HEC Board did consider certain potentially material negative factors in arriving at that conclusion. Please see the section entitled “Risk Factors—Risks Related to Talkspace’s Business and Operations Following the Business Combination.”

 

Q.

Why is HEC providing stockholders with the opportunity to vote on the business combination?

 

A.

Under our current certificate of incorporation, we must provide all public stockholders with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

 

Q.

What will happen in the business combination?

 

A.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, HEC will acquire Talkspace in a series of transactions we collectively refer to as the business combination. At the Closing, among other things, (i) First Merger Sub will merge with and into Talkspace with Talkspace being the surviving corporation in the First Merger as a wholly owned subsidiary of HEC and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Talkspace will be merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of HEC in the Second Merger. Following the Closing, HEC will own 100% of the limited liability company interests of Second Merger Sub and each share of Talkspace stock will have been cancelled and converted into the right to receive a portion of the Closing Merger Consideration.

 

Q.

Following the business combination, will HEC’s securities continue to trade on a stock exchange?

 

A.

Yes. We intend to apply for listing, effective at the time of the Closing, of Talkspace, Inc. common stock and Talkspace, Inc. warrants on the Nasdaq under the symbols “TALK” and “TALKW”, respectively. Our publicly traded units will separate into the component securities following the Closing and will no longer trade as a separate security.

 

Q.

How will the business combination impact the shares of HEC outstanding after the business combination?

 

A.

As a result of the business combination and the consummation of the transactions contemplated by the Merger Agreement and the related agreements, including, without limitation, the PIPE Investment, the amount of HEC’s common stock outstanding on a fully diluted net exercise basis will increase by approximately 218.93% to approximately 165,045,000 shares of Talkspace, Inc. common stock (assuming that no shares of HEC’s Class A common stock are elected to be redeemed by HEC stockholders). Additional shares of Talkspace, Inc. common stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including issuance of shares of Talkspace, Inc.

 

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  common stock upon exercise of the warrants after the business combination. The issuance and sale of such shares in the public market could adversely impact the market price of Talkspace, Inc. common stock, even if its business is doing well. Pursuant to the 2021 Plan, a copy of which is attached to this proxy statement/prospectus as Annex G, following the Closing, HEC may grant an aggregate amount of up to                 additional shares of Talkspace, Inc. common stock. Pursuant to the ESPP, a copy of which is attached to this proxy statement/prospectus as Annex H, following the closing of the business combination, HEC may grant an aggregate amount of up to                 additional shares of Talkspace, Inc. common stock.

 

Q.

Will the management of Talkspace change in the business combination?

 

A.

We anticipate that all of the executive officers of Talkspace will remain with Talkspace, Inc. In addition, certain individuals have each been nominated to serve as directors of Talkspace, Inc. following completion of the business combination. Please see the sections entitled “Proposal No. 6—The Director Election Proposal” and “Management of Talkspace, Inc. Following the Business Combination” for additional information.

 

Q.

What equity stake will current stockholders of Talkspace and the PIPE Investors hold in Talkspace, Inc. after the closing?

It is anticipated that, upon the Closing: (i) existing stockholders of Talkspace will own approximately 50.8% of Talkspace, Inc. on a fully diluted net exercise basis; (ii) HEC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 25.1% in Talkspace, Inc. on a fully diluted net exercise basis; (iii) the PIPE Investors will own approximately 18.2% of Talkspace, Inc. on a fully diluted net exercise basis; and (iv) the Sponsor (and its affiliates) will own approximately 5.9% of Talkspace, Inc. on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of HEC’s Class A common stock underlying warrants, (ii) assume that no HEC public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement equals $49 million.

For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus—Impact of the Business Combination on Talkspace, Inc.’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Proposal No. 4—The Incentive Plan Proposal” and “Proposal No. 5—the ESPP Proposal.”

 

Q.

Will HEC obtain new financing in connection with the Transactions?

 

A.

Yes. HEC has entered into subscription agreements (containing commitments to funding that are subject to conditions that generally align with the conditions set forth in the Merger Agreement) with the PIPE Investors, pursuant to which HEC has agreed to issue and sell to the PIPE Investors and the PIPE Investors have agreed to buy from HEC 30,000,000 shares of Talkspace, Inc. common stock at a purchase price of $10.00 per share for an aggregate commitment of $300,000,000. Please see the section entitled “Proposal No. 1—The Business Combination Proposal— Sources and Uses for the Business Combination.”

 

Q.

What conditions must be satisfied to complete the Business Combination?

 

A.

There are a number of closing conditions in the Merger Agreement, including the expiration of the applicable waiting period under the HSR Act, and the approval by the stockholders of HEC of the Condition Precedent Proposals.

For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Merger Agreement.”

 

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Q.

Are there any arrangements to help ensure that HEC will have sufficient funds, together with the proceeds in its trust account and from the PIPE Investment, to fund the aggregate purchase price?

 

A.

The Merger Agreement provides that the consummation of the Transactions is conditioned upon, among other things, HEC having at least $5,000,001 of net tangible assets as of the Closing. Additionally, the obligations of Talkspace to consummate the Transactions are conditioned upon, among others, the amount of cash available in the trust account plus the aggregate amount of cash that has been funded to and remains with HEC pursuant to the PIPE Investment as of immediately prior to the Closing being least $400,000,000.

Additionally, in connection with the execution of the Merger Agreement, HEC and HEC Fund entered into an amendment to HEC Forward Purchase Agreement, pursuant to which HEC Fund agreed to purchase 2,500,000 Forward Purchase Units and backstop up to $25,000,000 of redemptions by HEC stockholders in a private placement that will close concurrently with the Closing. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—HEC Forward Purchase Agreement.

Assuming (i) the PIPE Investment and the HEC Forward Purchase are funded in accordance with their terms and (ii) stockholders holding less than 88% of HEC’s Class A common stock elect to redeem any shares of HEC’s Class A common stock, the condition that HEC have at least $400,000,000 in cash as of immediately prior to the closing will be satisfied. Please see the section entitled “Proposal No. 1The Business Combination ProposalSources and Uses for the Business Combination.”

 

Q.

What happens if I sell my shares of HEC’s Class A common stock before the special meeting?

 

A.

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of HEC’s Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of HEC’s Class A common stock because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your shares of HEC’s Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the trust account.

 

Q.

What constitutes a quorum at the special meeting?

 

A.

A majority of the voting power of all issued and outstanding shares of HEC’s common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting,                 shares of HEC’s common stock would be required to be present at the special meeting to achieve a quorum.

 

Q.

What vote is required to approve the proposals presented at the special meeting?

 

A.

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the ESPP proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of HEC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

 

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The approval of the charter proposal requires the affirmative vote of holders of a majority of HEC’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of HEC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the director nominees who receive the most affirmative votes will be elected. HEC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

 

Q.

How many votes do I have at the special meeting?

 

A.

Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of HEC’s common stock held of record as of                 , 2021, the record date for the special meeting. As of the close of business on the record date, there were                 outstanding shares of HEC’s common stock.

 

Q.

Why is HEC proposing the governance proposal?

 

A.

As required by applicable SEC guidance, HEC is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the second amended and restated certificate of incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the charter proposal, but pursuant to SEC guidance, HEC is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on HEC and the HEC Board (separate and apart from the approval of the charter proposal). Furthermore, the business combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the charter proposal). Please see the section entitled “Proposal No. 3—The Governance Proposal.”

 

Q.

Did the HEC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?

 

A.

The HEC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. The officers and directors of HEC, including Douglas Braunstein, have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of HEC’s financial and other advisors, including J.P. Morgan Securities LLC and Citigroup Global Markets Inc., enabled them to perform the necessary analyses and make determinations regarding the Transactions. In addition, HEC’s officers and directors and HEC’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the HEC Board in valuing Talkspace’s business, and assuming the risk that the HEC Board may not have properly valued such business.

 

Q.

Do I have redemption rights?

 

A.

If you are a public stockholder, you have the right to demand that HEC redeem such shares for a pro rata portion of the cash held in the trust account provided that you vote either “for” or “against” the business combination proposal. HEC sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the

 

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Exchange Act) will be restricted from seeking redemption with respect to more than 20% of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under HEC’s current certificate of incorporation, the business combination may be consummated only if HEC has at least $5,000,001 of net tangible assets after giving effect to all public stockholders that properly demand redemption of their shares for cash.

 

Q.

How do I exercise my redemption rights?

 

A.

If you are a public stockholder and wish to exercise your redemption rights, you must demand that HEC redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your stock to HEC’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any public stockholder will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $                or $                per share, as of                , 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon the Closing. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of HEC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a public stockholder, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to HEC’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that HEC’s transfer agent return the shares (physically or electronically). You may make such request by contacting HEC’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by HEC’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a public stockholder votes for or against the business combination proposal and demand is properly made as described above, then, if the business combination is consummated, HEC will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of HEC’s common stock for cash.

 

Q.

Do I have appraisal rights if I object to the proposed business combination?

 

A.

No. Neither HEC stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of HEC Stockholders—Appraisal Rights.

 

Q.

What happens to the funds deposited in the trust account after the Closing?

 

A.

The net proceeds of the HEC IPO, a total of $414,000,000, were placed in the trust account immediately following the HEC IPO. Following the Closing, the funds in the trust account will be used to pay public stockholders who exercise redemption rights, to pay fees and expenses incurred in connection with the

 

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  business combination (including aggregate fees of up to $49 million as deferred underwriting commissions) and to fund the Closing Merger Consideration.

Please see the section entitled “Proposal No. 1—The Business Combination—Sources and Uses for the Business Combination.”

 

Q.

What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

 

A.

HEC’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

 

Q.

What happens if the business combination is not consummated?

 

A.

If HEC does not complete the business combination for any reason, HEC would search for another target business with which to complete a business combination. If HEC does not complete a business combination with Talkspace or another target business by June 11, 2022, HEC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account, including interest earned (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. The HEC Insiders have no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to HEC’s outstanding warrants. Accordingly, the warrants will be worthless.

 

Q.

How does the Sponsor intend to vote on the proposals?

 

A.

The Sponsor and the HEC Insiders own of record and are entitled to vote an aggregate of 20% of the outstanding shares of HEC’s common stock as of the record date. The HEC Insiders have agreed to vote any founder shares and any public shares held by them as of the record date, in favor of the Transactions. The HEC Insiders may have interests in the business combination that may conflict with your interests as a stockholder. See the sections entitled “Summary of the Proxy Statement/Prospectus—Interests of Certain Persons in the Business Combination” and “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.

 

Q.

When do you expect the business combination to be completed?

 

A.

It is currently anticipated that the business combination will be consummated promptly following the HEC special meeting which is set for                 , 2021, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—The Merger Agreement—Conditions to the Closing of the Transactions.

 

Q.

What do I need to do now?

 

A.

HEC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of HEC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

 

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Q.

How do I vote?

 

A.

The special meeting will be held via live webcast at                 Eastern Time, on                 , 2021, at                . The special meeting can be accessed by visiting , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of HEC’s common stock on                 , 2021, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

 

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q.

How will a broker non-vote impact the results of each proposal?

 

A.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

 

Q.

May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. Stockholders of record may send a later-dated, signed proxy card to HEC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to HEC’s transfer agent, which must be received prior to the vote at the special meeting.

 

Q.

What happens if I fail to take any action with respect to the special meeting?

 

A.

If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. As a corollary, failure to vote either for or against the business combination proposal means you will not have any redemption rights in connection with the business combination to exchange your shares of HEC’s common stock for a pro rata share of the funds held in HEC’s trust account. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

 

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Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A.

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

 

Q.

What should I do if I receive more than one set of voting materials?

 

A.

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of HEC’s common stock.

 

Q.

Who can help answer my questions?

 

A.

If you have questions about the Transactions or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Hudson Executive Investment Corp.

570 Lexington Avenue, 35th Floor

New York, NY 10022

Tel: (212) 521-8495

To obtain timely delivery, our stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about HEC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a public stockholder and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to HEC’s transfer agent at the address below prior to the vote at the special meeting. See the section entitled “Proposal No. 1—The Business Combination Proposal—Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

(212) 509-4000

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Merger Agreement.”

Combined Business Summary

Our mission is to democratize access to high quality behavioral healthcare, so that those in need live a happier and healthier life.

As a technology company at our core, we believe we are built to revolutionize behavioral healthcare and address the vast, unmet and growing demand for mental health services. We are a leading virtual behavioral health platform and, since Talkspace’s founding in 2012, we have connected millions of patients with licensed mental health providers across a wide and growing spectrum of care through virtual counseling, psychotherapy and psychiatry. We created a purpose-built platform to address the needs of our individual consumer subscribers (“members”) and enterprise clients (“clients”) offering convenient and affordable access to a fully-credentialed network of highly qualified providers.

The behavioral health market has traditionally been underserved for a number of reasons, including as a result of inadequate access, a limited universe of qualified providers, high cost and social stigma. We believe virtual is the ideal modality for mental health treatment because it removes or reduces these burdens associated with traditional face-to-face mental health services by improving convenience through 24/7 access to our platform, providing more accessible entry level price points, and reducing associated stigmas by promoting transparency, increasing ease of access and preserving privacy. Our platform connects consumers in need, including many of whom have never had an opportunity to benefit from high-quality behavioral healthcare, with experienced providers across all 50 U.S. states.

While optimizing consumers’ access to care, we believe our platform also provides benefits to providers through expanded reach, steady access to customer leads, reduced administrative burdens and more efficient time utilization. We also offer continuous training and professional growth opportunities and empower clinicians to deliver what we believe will result in an enhanced care journey, higher patient retention rates, improved outcomes and greater margins when compared to face-to-face treatment.

In addition to serving members who subscribe directly to our platform, we serve patients through our larger clients, including industry-leading organizations, seeking more scalable, flexible behavioral health solutions for employees and health plan members. Through our business-to-business (“B2B”) channel, we work with a diverse client base including the nation’s leading health insurers and employers such as Aetna, Cigna, Expedia, Google, Humana and Optum. As of January 31, 2021, we had over 30,000 business-to-consumer (“B2C”) active members and covered more than 39 million B2B lives.

Talkspace revenues were $50.5 million and $27.2 million for the nine-month periods ended September 30, 2020 and September 30, 2019, respectively, representing a period-over-period increase of 85.6%. For the years ended December 31, 2019 and 2018, Talkspace revenues were $38.2 million and $28.8 million, representing a period-over-period increase of 32.3%.



 

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The Parties

HEC

Hudson Executive Investment Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. HEC was incorporated under the laws of Delaware on February 6, 2020.

On June 11, 2020, HEC consummated the HEC IPO of 41,400,000 units, including 5,400,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of HEC’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of HEC’s Class A common stock at a purchase price of $11.50 per share, subject to adjustment as provided in HEC’s final prospectus filed with the Securities and Exchange Commission on June 10, 2020 (File No. 333-238583). The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $414,000,000.

Simultaneously with the consummation of the HEC IPO and the exercise of the underwriters’ over-allotment option, HEC consummated the private placement of 10,280,000 warrants at a price of $1.00 per warrant, generating total proceeds of $10,280,000. A total of $414,000,000, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The HEC IPO was conducted pursuant to a registration statement on Form S-1 that became effective on June 8, 2020. As of                 , 2021, the record date for the special meeting, there was approximately $                held in the trust account.

HEC’s units, HEC’s Class A common stock and HEC’s warrants are listed on the Nasdaq under the symbols “HECCU”, “HEC” and “HECCW”, respectively.

The mailing address of HEC’s principal executive office is 570 Lexington Avenue, 35th Floor, New York, NY 10022. Its telephone number is (212) 521-8495. After the Closing, its principal executive office will be that of Talkspace.

Tailwind Merger Sub I, Inc.

Tailwind Merger Sub I, Inc. is a wholly owned subsidiary of HEC formed solely for the purpose of effectuating the First Merger described herein. First Merger Sub was incorporated under the laws of Delaware as a corporation on January 8, 2021. First Merger Sub owns no material assets and does not operate any business.

The mailing address of First Merger Sub’s principal executive office is 570 Lexington Avenue, 35th Floor, New York, NY 10022. Its telephone number is (212) 521-8495. After the Closing, First Merger Sub will cease to exist as a separate legal entity.

Tailwind Merger Sub II, LLC

Tailwind Merger Sub II, LLC is a wholly owned subsidiary of HEC formed solely for the purpose of effectuating the Second Merger described herein. Second Merger Sub was formed under the laws of Delaware as a limited liability company on January 8, 2021. Second Merger Sub owns no material assets and does not operate any business.

The mailing address of Second Merger Sub’s principal executive office is 570 Lexington Avenue, 35th Floor, New York, NY 10022. Its telephone number is (212) 521-8495. After the Closing, Second Merger Sub will continue as a wholly owned subsidiary of HEC and successor to Talkspace.



 

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Talkspace

Talkspace is a Delaware corporation incorporated on February 27, 2014. Talkspace and its subsidiaries operate a leading virtual behaviorial health platform. Talkspace does not currently have a principal executive office. Its telephone number is (212) 284-7206.

Emerging Growth Company

HEC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find HEC’s securities less attractive as a result, there may be a less active trading market for HEC’s securities and the prices of its securities may be more volatile.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. HEC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, HEC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of HEC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

HEC will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the HEC IPO, (b) in which HEC has total annual gross revenue of at least $1.07 billion, or (c) in which HEC is deemed to be a large accelerated filer, which means the market value of HEC’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which HEC has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between HEC and Talkspace will be effected through the First Merger, whereby First Merger Sub will merge with and into Talkspace with Talkspace surviving such merger, followed by the Second Merger, whereby, immediately following the First Merger and as part of the same overall transaction as the First Merger, Talkspace will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of HEC.



 

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Closing Merger Consideration

The value of the aggregate consideration to be paid to the holders of outstanding Talkspace stock and Talkspace Options will be equal to the Closing Merger Consideration, reduced by certain deductions for the parties’ transaction expenses and the Sponsor Share Amount. For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Sources and Uses for the Business Combination.”

Related Agreements

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Talkspace, Inc., the Sponsor and certain former stockholders of Talkspace (the “Talkspace Holders”) will enter into the Registration Rights Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, pursuant to which Talkspace, Inc. will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Talkspace, Inc. common stock and other equity securities of Talkspace, Inc. that are held by the parties thereto from time to time.

Talkspace Holders Support Agreement

In connection with the execution of the Merger Agreement, HEC, Talkspace and certain stockholders of Talkspace (the “Requisite Talkspace Stockholders”) entered into the Talkspace Holders Support Agreement. Pursuant to the terms of the Talkspace Holders Support Agreement, the Requisite Talkspace Stockholders agreed to, among other things, (i) vote to adopt and approve, as soon as reasonably practicable after the registration statement which this proxy statement/prospectus forms a part of is declared effective and delivered or otherwise made available to the stockholders of HEC and Talkspace, and in any event within forty-eight hours after the registration statement which this proxy statement/prospectus forms a part of is declared effective and delivered or otherwise made available to the stockholders of HEC and Talkspace, the Merger Agreement and the Transactions, in each case, subject to the terms and conditions of the Talkspace Holders Support Agreement, and (ii) take, or cause to be taken, all actions, and cooperate with other parties, to exercise the drag-along rights pursuant to and in accordance with that certain Sixth Amended and Restated Voting Agreement, dated as of May 15, 2019, by and among Talkspace, the Investors and the Key Holders (as such terms are defined therein). Each of the Requisite Talkspace Stockholders acknowledged and agreed to be bound by the transfers restrictions on its lock-up shares during the period of 180 days after the Closing Date, in each case, subject to limited exceptions as set forth in the Proposed Bylaws. For additional information, see “Proposal No. 1—The Business Combination Proposal— Related Agreements—Talkspace Holders Support Agreement.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, HEC, the HEC Insiders and Talkspace entered into the Sponsor Support Agreement. Pursuant to the terms of the Sponsor Support Agreement, the HEC Insiders agreed to, among other things, vote to adopt and approve the Merger Agreement and the Transactions, in each case, subject to the terms and conditions of the Sponsor Support Agreement. Each of the HEC Insiders also agreed to certain transfers restrictions on its lock-up shares during the period of 180 days after the Closing Date, in each case, subject to limited exceptions as contemplated thereby. For additional information, see “Proposal No. 1—The Business Combination Proposal— Related Agreements— Sponsor Support Agreement.



 

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Subscription Agreements

In connection with the execution of the Merger Agreement, HEC entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 30,000,000 shares of Talkspace, Inc. common stock at a purchase price of $10.00 per share for an aggregate commitment of $300,000,000. The closings under the Subscription Agreements will occur substantially concurrently with the Closing, subject to, among other things, the satisfaction of each condition precedent to the Closing set forth in the Merger Agreement, all representations and warranties of HEC contained in the Subscription Agreements being true and correct in all material respects at and as of the Closing Date, satisfaction, performance and compliance by HEC and each PIPE Investor in all material respects with the covenants, agreements and conditions contained therein, and no amendment or modification of, or waiver with respect to HEC’s obligation to effect the Closing that would reasonably be expected to materially, adversely and disproportionately as compared to other PIPE Investors affect the economic benefits of each PIPE Investor without having received such PIPE Investor’s prior written consent. Additionally, pursuant to the Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing or in the future as a result of, or arising out of, the Subscription Agreements against HEC with respect to the trust account. For additional information, see “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination— Subscription Agreements.”

HEC Forward Purchase Agreement

In connection with the execution of the Merger Agreement, HEC entered into an amendment to the HEC Forward Purchase Agreement between HEC and HEC Fund. Pursuant to the HEC Forward Purchase Agreement, as amended, HEC Fund agreed to purchase 2,500,000 Forward Purchase Units, for $10.00 per unit, or in exchange for an aggregate purchase price of $25,000,000, in a private placement that will close concurrently with the Closing. HEC Fund also agreed to backstop up to $25,000,000 of redemptions by stockholders of HEC. Each Forward Purchase Unit consists of one share of Talkspace, Inc. common stock and one-half of one warrant to purchase one share of Talkspace, Inc. common stock. For additional information, see “Proposal No. 1— The Business Combination Proposal—Certain Agreements Related to the Business Combination—HEC Forward Purchase Agreement.”

2021 Plan

On January 11, 2021, the HEC Board adopted, subject to stockholder approval, the 2021 Plan for the purpose of providing a means through which to enhance the ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Talkspace, Inc. by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The HEC Board believes that equity awards are necessary to remain competitive and are essential to recruiting and retaining the highly qualified employees. Stockholders are being asked to consider and approve the 2021 Plan. For additional information, please see the section entitled “Proposal No. 4—The Incentive Plan Proposal—Description of the Material Features of the 2021 Plan.”

ESPP

On January 11, 2021, the HEC Board adopted, subject to stockholder approval, the ESPP for the purpose of providing a means through which to provide employees of Talkspace and its participating subsidiaries with the opportunity to purchase Talkspace, Inc. common stock at a discount through accumulated payroll deductions during successive offering periods. The HEC Board believes that the ESPP enhances employees’ sense of participation in performance, aligns their interests with those of stockholders, and is a necessary and powerful incentive and retention tool that benefits stockholders. Stockholders are being asked to consider and approve the ESPP. For additional information, please see the section entitled “Proposal No. 5—The ESPP Proposal—Description of the Material Features of the ESPP.”



 

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Impact of the Business Combination on Talkspace, Inc.’s Public Float

It is anticipated that, upon the Closing: (i) existing stockholders of Talkspace will own approximately 50.8% of Talkspace, Inc. on a fully diluted net exercise basis; (ii) HEC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 25.1% in Talkspace, Inc. on a fully diluted net exercise basis; (iii) the PIPE Investors will own approximately 18.2% of Talkspace, Inc. on a fully diluted net exercise basis; and (iv) the Sponsor (and its affiliates) will own approximately 5.9% of Talkspace, Inc. on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of HEC’s Class A common stock underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement equals $49 million.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Proposal No. 4—The Incentive Plan Proposal” and “Proposal No. 5—The ESPP Proposal.”

The following table illustrates varying ownership levels in Talkspace, Inc., assuming no redemptions by HEC’s public stockholders and the maximum redemptions by HEC’s public stockholders:

 

     Assuming No
Redemptions
    Assuming Maximum
Redemptions
 

Sponsor and certain affiliates

     5.9     7.5

Public Stockholders

     25.1     3.0

PIPE Investors

     18.2     18.1

Former Talkspace Stockholders

     50.8     71.4

These levels of ownership interest (i) exclude the impact of the shares of HEC’s Class A common stock underlying the warrants; (ii) assume, in the no redemption scenario, that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in HEC’s trust account and (iii) are determined, in the maximum redemption scenario, by assuming 5 million shares of HEC’s Class A common stock will not be redeemed.

Matters Being Voted On

The stockholders of HEC will be asked to consider and vote on the following proposals at the special meeting:

 

  1.

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

  2.

a proposal to approve and adopt the second amended and restated certificate of incorporation of HEC in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

  3.

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3—The Governance Proposal”;

 

  4.

a proposal to approve the 2021 Plan. Please see the section entitled “Proposal No. 4—The Incentive Plan Proposal”;

 

  5.

a proposal to approve the ESPP. Please see the section entitled “Proposal No. 5—The ESPP Proposal”;



 

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  6.

a proposal to divide the board of directors into three classes to serve staggered terms on the Talkspace, Inc. board of directors until immediately following the 2021, 2022 and 2023 annual meetings of HEC stockholders, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 6—The Director Election Proposal”;

 

  7.

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HEC’s issued and outstanding shares of HEC’s common stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No.7—The Nasdaq Proposal”; and

 

  8.

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 8—The Adjournment Proposal.

Each of the business combination proposal, the charter proposal, the incentive plan proposal, the ESPP proposal, the director election proposal and the Nasdaq proposal (each a “Condition Precedent Proposal” and collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. Each of the governance proposal and the adjournment proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Date, Time and Place of Special Meeting of HEC’s Stockholders

The special meeting of stockholders of HEC will be held via live webcast at                  Eastern Time, on                 , 2021, at                 . The special meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication,

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal, the Nasdaq proposal and if necessary, the adjournment proposal to permit further solicitation and vote of proxies if HEC is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of HEC’s common stock at the close of business on                 , 2021, which is the record date for the special meeting. Stockholders will have one vote for each share of HEC’s common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. HEC warrants do not have voting rights. On the record date, there were                 shares of HEC’s common stock outstanding, of which                were public shares with the rest being held by the Sponsor.

Quorum and Vote of HEC Stockholders

A quorum of HEC stockholders is necessary to hold a valid meeting. A quorum will be present at the HEC special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.



 

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The Sponsor owns of record and is entitled to vote 20% of the outstanding shares of HEC’s common stock as of the record date. Such shares, as well as any shares of HEC’s common stock acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the special meeting.

The proposals presented at the special meeting will require the following votes:

 

   

the approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the ESPP proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of HEC’s outstanding shares of HEC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals;

 

   

the approval of the charter proposal requires the affirmative vote of holders of a majority of HEC’s outstanding shares of HEC’s common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal; and

 

   

directors are elected by a plurality of all of the votes cast by holders of shares of HEC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the director nominees who receive the most affirmative votes will be elected. HEC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Abstentions will have the same effect as a vote “against” the charter proposal, but will have no effect on the other proposals. Please note that holders of the public shares cannot seek redemption of their shares for cash unless they affirmatively vote “for” or “against” the business combination proposal.

Consummation of the Transactions is conditioned on the approval of each of the Condition Precedent Proposals. If any of the Condition Precedent Proposals are not approved, we will not consummate the Transactions.

Redemption Rights

Pursuant to HEC’s current certificate of incorporation, a public stockholder may demand that HEC redeem such shares for cash if the business combination is consummated. Public stockholders will be entitled to receive cash for these shares only if they (i) demand that HEC redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to HEC’s transfer agent prior to the vote at the meeting and (ii) affirmatively vote “for” or “against” the business combination proposal. If the business combination is not completed, these shares will not be redeemed. If a public stockholder properly demands redemption and votes “for” or “against” the business combination proposal, HEC will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the Closing. As of                , 2021, the record date for the special meeting, this would amount to approximately $     per share. If a public stockholder exercises its redemption rights, then it will be exchanging its shares of HEC’s common stock for cash and will no longer own the shares. Please see the section entitled “Special Meeting of HEC Stockholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.



 

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Notwithstanding the foregoing, a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if HEC has net tangible assets of less than $5,000,001 after taking into account public stockholders that have properly demanded redemption of their shares for cash.

Holders of HEC warrants will not have redemption rights with respect to such securities.

Appraisal Rights

HEC stockholders, HEC unitholders and HEC warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. HEC has engaged                  to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of HEC StockholdersRevoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the HEC Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and the HEC Insiders have interests in such proposals that are different from, or in addition to, those of HEC stockholders generally. In particular:

 

   

If the Transactions or another business combination are not consummated by June 11, 2022, HEC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the HEC Board, dissolving and liquidating. In such event, the 10,300,000 founder shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $                based upon the closing price of $                per share on the Nasdaq on                , 2021, the record date for the special meeting. Such founder shares are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1The Business Combination ProposalCertain Agreements Related to the Business Combination—Sponsor Support Agreement.

 

   

The Sponsor purchased an aggregate of 10,280,000 private placement warrants from HEC for an aggregate purchase price of $10,280,000 (or $1.00 per private placement warrant). These purchases took place on a private placement basis simultaneously with the consummation of the HEC IPO. A portion of the proceeds HEC received from these purchases were placed in the trust account. Such private placement warrants had an aggregate market value of $                 based upon the closing price of $                 per private placement warrant on the Nasdaq on                 , 2021, the record date for the special meeting. The private placement warrants will become worthless if HEC does not consummate a business combination by June 11, 2022. Such private placement warrants are subject to certain time- and performance-based vesting provisions as



 

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described under “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Sponsor Support Agreement.”

 

   

Douglas Braunstein will become a director of Talkspace, Inc. after the closing of the Transactions. As such, in the future he will receive compensation that the post-combination board of directors determines to pay to its non-employee directors. For additional information, see “Proposal No. 6—The Director Election Proposal.”

 

   

If HEC is unable to complete a business combination within the completion window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HEC for services rendered or contracted for or products sold to HEC. If HEC consummates a business combination, on the other hand, HEC will be liable for all such claims.

 

   

HEC’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on HEC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if HEC fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, HEC may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

 

   

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

In considering the recommendation of the HEC Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should also keep in mind that the directors and officers of Talkspace have interests in such proposals that are different from, or in addition to, those of HEC stockholders generally. These interests are described under “Interests of Directors and Executive Officers in the Business Combination.”

Board of Directors following the Business Combination

Upon consummation of the Transactions, the HEC Board anticipates each Class I director having a term that expires immediately following HEC’s annual meeting of stockholders in 2021, each Class II director having a term that expires immediately following HEC’s annual meeting of stockholders in 2022 and each Class III director having a term that expires immediately following HEC’s annual meeting of stockholders in 2023, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

Please see the sections entitled “Proposal No. 6—The Director Election Proposal” and “Management of Talkspace, Inc. Following the Business Combination” for additional information.

Recommendation to Stockholders

The HEC Board believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of HEC’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the HEC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of HEC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information.



 

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The HEC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the HEC stockholders that they vote “FOR” the proposals presented at the special meeting.

Conditions to Closing of Transactions

Conditions to the Obligations of Each Party

The obligations of each party to the Merger Agreement to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by Talkspace and HEC:

 

   

the waiting period(s) under the HSR Act in respect of the Transactions (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the U.S. Federal Trade Commission and/or the U.S. Department of Justice, as applicable) shall have expired or been terminated;

 

   

there will not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, enjoining or prohibiting the consummation of the Transactions;

 

   

HEC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after redemptions by HEC stockholders;

 

   

HEC stockholders’ approval of the Condition Precedent Proposals, as described in this proxy statement/prospectus, will have been obtained in accordance with the DGCL, HEC’s governing documents and the rules and regulations of the Nasdaq (“HEC Stockholder Approval”);

 

   

Talkspace stockholders’ approval of the Merger Agreement and the Transactions will have been obtained in accordance with the DGCL and Talkspace’s governing documents (“Talkspace Stockholder Approval”);

 

   

the registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and

 

   

the shares of Talkspace, Inc. common stock to be issued in connection with the business combination and the other Transactions shall have been approved for listing on the Nasdaq.

Conditions to the Obligations of the HEC Parties

The obligations of the HEC Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by HEC:

 

   

certain of the representations and warranties of Talkspace pertaining to its corporate organization and due authorization will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date and certain representations and warranties of Talkspace pertaining to its capitalization will be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date);

 

   

the representations and warranties of Talkspace pertaining to absence of changes will be true and correct in all respects as of the Closing Date;

 

   

each of the remaining representations and warranties of Talkspace will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set



 

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forth therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect;

 

   

Talkspace will have delivered to HEC a certificate signed by an officer of Talkspace, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the foregoing conditions have been fulfilled;

 

   

each of the covenants and agreements of Talkspace to be performed as of or prior to the Closing will have been performed in all material respects (subject to a 20-day cure period and except for certain actions to be taken in connection with the Pre-Closing Restructuring); and

 

   

at or prior to the Closing, Talkspace will have delivered, or caused to be delivered, to HEC (i) certified copies of the amended (or amended and restated) governing documents of Talkspace, duly approved and adopted by the board of directors of Talkspace and the stockholders of Talkspace in connection with the Pre-Closing Restructuring and (ii) a copy of the Registration Rights Agreement, duly executed by each holder of Talkspace stock party thereto.

Conditions to the Obligations of Talkspace

The obligations of Talkspace to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Talkspace:

 

   

each of the representations and warranties of the HEC Parties regarding its capitalization, as provided for in the Merger Agreement, will be true and correct other than de minimis inaccuracies as of the Closing Date, as though then made;

 

   

each of the remaining representations and warranties of the HEC Parties will be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, will be true and correct on and as of such earlier date);

 

   

HEC will have delivered to Talkspace a certificate signed by an officer of HEC, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the foregoing conditions have been fulfilled;

 

   

each of the covenants and agreements of the HEC Parties to be performed as of or prior to the Closing will have been performed in all material respects (subject to a 20-day cure period or if earlier, the Termination Date);

 

   

the Available Closing HEC Cash will not be less than $400,000,000; and

 

   

at or prior to the Closing, HEC will have delivered, or caused to be delivered, to Talkspace a copy of the Registration Rights Agreement, duly executed by the Sponsor.

Anticipated Accounting Treatment

The business combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the business combination will be treated as the equivalent of Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Talkspace. See the accounting treatment discussed elsewhere in this proxy statement/prospectus.



 

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Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Request For Additional Information and Documentary Materials (a “Second Request”) within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On January 27, 2021, HEC and Talkspace filed the required forms under the HSR Act with the Antitrust Division and the FTC. The initial 30-day waiting period with respect to the Transactions, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is scheduled to expire at 11:59 p.m. Eastern Time on February 26, 2021 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a Second Request.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither HEC nor Talkspace is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

These risk factors include, but are not limited to, the following:

 

   

Talkspace has a history of losses, which Talkspace expects to continue, and Talkspace may never achieve or sustain profitability.

 

   

Talkspace’s business and the markets it operate in are new and rapidly evolving which makes it difficult to evaluate Talkspace’s future prospects and the risks and challenges it may encounter.

 

   

Talkspace may not grow at the rates it historically has achieved or at all, even if its key metrics may indicate growth, which could have a material adverse effect on the market price of Talkspace, Inc. common stock.

 

   

The virtual behavioral health market is immature and volatile, and if it does not develop, if it develops more slowly than Talkspace expects, if Talkspace encounters negative publicity or if Talkspace’s services are not competitive, the growth of its business will be harmed.



 

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The outbreak of the novel coronavirus (COVID-19) and its impact on business and economic conditions could adversely affect Talkspace’s business, results of operations and financial condition, and the extent and duration of those effects will be uncertain.

 

   

Talkspace operates in a competitive industry, and if Talkspace is not able to compete effectively, Talkspace’s business, financial condition and results of operations will be harmed.

 

   

If growth in the number of clients and members or providers on Talkspace’s platform decreases, or the number of products or services that Talkspace is able to sell to its clients and members decreases, due to legal, economic or business developments, Talkspace’s business, financial condition and results of operations will be harmed.

 

   

Talkspace may be unsuccessful in achieving broad market education and changing consumer purchasing habits.

 

   

Talkspace’s growth depends in part on the success of its strategic relationships with third parties that Talkspace provide services to.

 

   

Talkspace’s virtual behavioral healthcare strategies depend on its ability to maintain and expand its network of therapists, psychiatrists and other providers. If Talkspace is unable to do so, Talkspace’s future growth would be limited and its business, financial condition and results of operations would be harmed.

 

   

Developments affecting spending by the healthcare industry could adversely affect Talkspace’s business.

 

   

Talkspace’s business could be adversely affected by legal challenges to its business model or by actions restricting its ability to provide the full range of Talkspace’s services in certain jurisdictions.

 

   

Talkspace is dependent on its relationships with affiliated professional entities, which Talkspace does not own, to provide physician and other professional services, and Talkspace’s business, financial condition and its ability to operate in certain jurisdictions would be adversely affected if those relationships were disrupted or if Talkspace’s arrangements with its providers or clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.

 

   

The impact on us of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect Talkspace’s business, financial condition and results of operations.

 

   

Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on Talkspace’s ability to generate net revenues and could adversely affect its ability to collect proprietary data on consumer behavior.

 

   

Talkspace’s use and disclosure of personally identifiable information, including PHI, personal data, and other health information, is subject to state, federal or other privacy and security regulations, and Talkspace’s failure to comply with those regulations or to adequately secure the information it holds could result in significant liability or reputational harm and, in turn, a material adverse effect on Talkspace client base and member bases and revenue.

 

   

Any failure to protect, enforce or defend Talkspace’s intellectual property rights could impair its ability to protect our technology and our brand.

 

   

Talkspace may be subject to securities litigation, which is expensive and could divert management attention.

 

   

The Sponsor and the HEC Insiders have agreed to vote in favor of the business combination, regardless of how HEC’s public stockholders vote.



 

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The Sponsor, certain members of the HEC Board and certain HEC officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

 

   

The HEC Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.



 

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HEC’S SUMMARY HISTORICAL FINANCIAL INFORMATION

HEC is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Transactions.

HEC’s balance sheet data as of February 14, 2020 and statement of operations data for the period from February 6, 2020 (inception) through February 14, 2020 are derived from HEC’s audited financial statements, included elsewhere in this proxy statement/prospectus. Such data as of and for the period ended September 30, 2020 are derived from HEC’s unaudited financial statements, included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with HEC’s financial statements and related notes and “Other Information Related to HEC” and “HEC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of HEC.

 

     Three Months
Ended
September 30,
2020
     For the Period
from
February 6,
2020
(Inception)
Through
September 30,
2020
 

General and administrative expenses

   $ 118,542      $ 182,490  
  

 

 

    

 

 

 

Loss from operations

     (118,542      (182,490

Other income:

     

Interest earned on marketable securities held in trust account

     126,856        154,419  
  

 

 

    

 

 

 

Income (loss) before provision for income taxes

     8,314        (28,071

Provision for income taxes

     (18,428      (18,428
  

 

 

    

 

 

 

Net loss

   $ (10,114    $ (46,499
  

 

 

    

 

 

 

Weighted average shares outstanding of Class A redeemable common stock

     41,400,000        41,400,000  
  

 

 

    

 

 

 

Basic and diluted income per share, Class A redeemable common stock

   $ —        $ —    
  

 

 

    

 

 

 

Weighted average shares outstanding of Class B non-redeemable common stock

     10,350,000        10,350,000  
  

 

 

    

 

 

 

Basic and diluted net loss per share, Class B non-redeemable common stock

   $ (0.01    $ (0.01
  

 

 

    

 

 

 

The accompanying notes are an integral part of the unaudited condensed financial statements.



 

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TALKSPACE’S SUMMARY HISTORICAL FINANCIAL INFORMATION

The summary historical consolidated statements of comprehensive loss data of Talkspace for the years ended December 31, 2019 and 2018 and the summary historical consolidated balance sheet data as of December 31, 2019 and 2018 are derived from Talkspace’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary historical consolidated statements of comprehensive loss data of Talkspace for the nine months ended September 30, 2020 and 2019 and the summary consolidated balance sheet data as of September 30, 2020 are derived from Talkspace’s unaudited interim consolidated financial statements included elsewhere in this proxy statement/prospectus. In Talkspace management’s opinion, the unaudited interim consolidated financial statements include all adjustments necessary to state fairly Talkspace’s financial position as of September 30, 2020 and the results of operations for the nine months ended September 30, 2020 and 2019. Talkspace’s historical results are not necessarily indicative of the results that may be expected in the future and Talkspace’s results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020 or any other period. You should read the following summary historical consolidated financial data together with “Talkspace’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Talkspace’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

Statements of Comprehensive loss data:

 

     Nine months ended
September 30,
    Year ended
December 31,
 
     2020      2019     2019      2018  
(in thousands, except share and per share data)                           

Revenues

   $ 50,502      $ 27,180     $ 38,178      $ 28,766  

Cost of Revenues

     17,394        12,799       18,042        14,262  
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross profit

     33,108        14,381       20,136        14,504  
  

 

 

    

 

 

   

 

 

    

 

 

 

Operating expenses:

          

Research and development

     7,327        8,724       11,997        7,783  

Clinical operations

     2,535        3,527       4,672        4,178  

Sales and marketing

     30,020        18,537       27,536        19,928  

General and administrative

     4,198        3,926       5,359        2,854  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total operating expenses

     44,080        34,714       49,564        34,743  
  

 

 

    

 

 

   

 

 

    

 

 

 

Operating loss

     10,972        20,333       29,428        20,239  

Financial income, net

     254        (204     350        233  
  

 

 

    

 

 

   

 

 

    

 

 

 

Loss before taxes on income

     11,226        20,129       29,078        20,006  

Taxes on income

     12        7       8        —    
  

 

 

    

 

 

   

 

 

    

 

 

 

Net loss

   $ 11,238      $ 20,136     $ 29,086      $ 20,006  
  

 

 

    

 

 

   

 

 

    

 

 

 

Other comprehensive income (loss)

     —          —         —          —    
  

 

 

    

 

 

   

 

 

    

 

 

 

Comprehensive loss

   $ 11,238      $ 20,136       29,086      $ 20,006  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net loss per share:

          

Basic and diluted net loss per share

   $ 0.95      $ 1.81     $ 2.59      $ 1.96  
  

 

 

    

 

 

   

 

 

    

 

 

 

Weighted average number of common shares used in computing basic and diluted net loss per share

     11,769,326        11,103,205       11,219,242        10,190,513  
  

 

 

    

 

 

   

 

 

    

 

 

 


 

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Balance sheet data:

 

     As of
September 30,
     As of
December 31,
 
     2020      2019      2018  
(in thousands)                     

Total assets

   $ 39,426      $ 41,929      $ 10,623  

Total liabilities

     17,850        10,246        4,759  

Convertible preferred stock

     111,282        111,282        60,078  

Total stockholders’ deficit

     (89,706      (79,599      (54,214

Cash flow data:

 

     Nine months ended
September 30,
     Year ended
December 31,
 
     2020      2019      2019      2018  
(in thousands)                       

Net cash provided by

(used in):

           

Operating activities

   $ (6,663    $ (15,089    $ (21,192    $ (16,800

Investing activities

     371        (112      (138      (527

Financing activities

     62        51,438        51,501        56  


 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the unaudited historical condensed balance sheet of HEC as of September 30, 2020 with the unaudited historical condensed consolidated balance sheet of Talkspace as of September 30, 2020, giving effect to the business combination, the PIPE Investment with an aggregate commitment amount of $300.0 million and the transactions contemplated by the HEC Forward Purchase Agreement, as if they had been consummated as of that date.

The following unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 and for the year ended December 31, 2019 combine the historical statement of operations of HEC and the historical consolidated statement of operations of Talkspace for such periods on a pro forma basis as if the business combination, the PIPE Investment and the transactions contemplated by the HEC Forward Purchase Agreement had been consummated on January 1, 2019, the beginning of the earliest period presented.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the business combination, the PIPE Investment and the transactions contemplated by the HEC Forward Purchase Agreement, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the results of operations of the combined company.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

 

   

the accompanying notes to the unaudited pro forma condensed combined financial statements;

 

   

the (i) the historical audited condensed financial statements of HEC as of February 14, 2020 and for the period from February 6, 2020 (inception) through February 14, 2020 and (ii) historical unaudited condensed financial statements of HEC as of and for the period from February 6, 2020 (inception) to September 30, 2020 and the related notes, in each case, included elsewhere in this proxy statement/prospectus;

 

   

the (i) historical audited consolidated financial statements of Talkspace for the year ended December 31, 2019 and (ii) historical unaudited condensed consolidated financial statements of Talkspace as of and for the nine months ended September 30, 2020 and the related notes, in each case, included elsewhere in this proxy statement/prospectus; and

 

   

the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “HEC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Talkspace’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and other financial information relating to HEC and Talkspace contained in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by HEC’s public stockholders for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account:

 

   

Scenario 1— Assuming No Redemption: This presentation assumes that (i) no public stockholders of HEC exercise redemption rights with respect to their public shares for a pro rata share of the funds in HEC’s trust account, (ii) Talkspace, Inc. issues 83,900,000 shares of Talkspace, Inc. common stock, which, in the case of Talkspace, Inc. options, will be shares of Talkspace, Inc. common stock underlying such options on a net exercise basis, to holders of Talkspace stock and Talkspace options as the Closing Share Consideration pursuant to the Merger Agreement and (iii) an aggregate of $440.0 million of cash will be paid to those holders of Talkspace stock and vested options who are eligible to make a cash election on a pro rata basis.



 

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Scenario 2— Assuming Maximum Redemption: This presentation assumes that (i) 36,400,000 of HEC’s public shares are redeemed for an aggregate payment of $364.0 million, which is derived from the number of shares that could be redeemed in connection with the business combination at an assumed redemption price of approximately $10.00 per share of HEC’s Class A common stock based on the trust account balance as of September 30, 2020 in order for (A) the amount of cash available in the trust account following the special meeting of stockholders plus (B) the PIPE Investment amount actually received by HEC at or prior to the Closing Date plus (C) the amount actually received by HEC at or prior to the Closing Date under the HEC Forward Purchase Agreement, to be at least equal to $400.0 million, (ii) Talkspace, Inc. issues 117,800,000 shares of Talkspace, Inc. common stock, which, in the case of Talkspace, Inc. options, will be shares of Talkspace, Inc. common stock underlying such options on a net exercise basis, to holders of Talkspace stock and Talkspace Options as the Closing Share Consideration pursuant to the Merger Agreement and (iii) an aggregate of $101.0 million of cash will be paid to those holders of Talkspace stock and Vested Talkspace Options who are eligible to make a cash election on a pro rata basis.

Summary Unaudited Pro Forma Financial Information

 

     Pro Forma
Combined
Assuming No
Redemptions
     Pro Forma
Combined
Assuming
Maximum
Redemptions
 
(in thousands except per share amounts)       

Statement of Operations Data—Nine Months Ended September 30, 2020

     

Revenues

   $ 50,502      $ 50,502  

Operating expenses

     44,080        44,080  

Operating loss

     10,972        10,972  

Net loss

     10,987        10,987  

Net loss per common share

     0.07        0.07  

Statement of Operations Data—Year Ended December 31, 2019

     

Revenues

   $ 38,178      $ 38,178  

Operating expenses

     49,564        49,564  

Operating loss

     29,428        29,428  

Net loss

     29,086        29,086  

Net loss per common share

     0.18        0.18  

Balance Sheet Data—As of September 30, 2020

     

Total current assets

   $ 290,797      $ 290,797  

Total assets

     290,951        290,951  

Total current liabilities

     17,613        17,613  

Total liabilities

     17,613        17,613  

Total stockholders’ equity (deficit)

     273,338        273,338  


 

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of each of HEC and Talkspace on a stand-alone basis and the unaudited pro forma combined per share data for the nine months ended September 30, 2020 and the year ended December 31, 2019 after giving effect to the business combination, the PIPE Investment with an aggregate commitment amount of $300.0 million and the transactions contemplated by the HEC Forward Purchase Agreement, assuming the following in the two pro forma scenarios presented:

 

   

Assuming No Redemption: This presentation assumes that (i) no public stockholders of HEC exercise redemption rights with respect to their public shares for a pro rata share of the funds in HEC’s trust account, (ii) Talkspace, Inc. issues 83,900,000 shares of Talkspace, Inc. common stock, which, in the case of Talkspace, Inc. options, will be shares of Talkspace, Inc. common stock underlying such options on a net exercise basis, to holders of Talkspace stock and Talkspace Options as the Closing Share Consideration pursuant to the Merger Agreement and (iii) an aggregate of $440.0 million of cash will be paid to those holders of Talkspace stock and Vested Talkspace Options who are eligible to make a cash election on a pro rata basis.

 

   

Assuming Maximum Redemption: This presentation assumes that (i) 36,400,000 of HEC’s public shares are redeemed for an aggregate payment of $364.0 million, which is derived from the number of shares that could be redeemed in connection with the business combination at an assumed redemption price of approximately $10.00 per share of HEC’s Class A common stock based on the trust account balance as of September 30, 2020 in order for (A) the amount of cash available in the trust account following the special meeting of stockholders plus (B) the PIPE Investment amount actually received by HEC at or prior to the Closing Date plus (C) the amount actually received by HEC at or prior to the Closing Date under the HEC Forward Purchase Agreement, to be at least equal to $400.0 million, (ii) Talkspace, Inc. issues 117,800,000 shares of Talkspace, Inc. common stock, which, in the case of Talkspace, Inc. options, will be shares of Talkspace, Inc. common stock underlying such options on a net exercise basis, to holders of Talkspace stock and Talkspace Options as the Closing Share Consideration pursuant to the Merger Agreement and (iii) an aggregate of $101.0 million of cash will be paid to those holders of Talkspace stock and Vested Talkspace Options who are eligible to make a cash election on a pro rata basis.

The pro forma earnings information for the nine months ended September 30, 2020 and for the year ended December 31, 2019 were computed as if the business combination, the PIPE Investment and the transactions contemplated by the HEC Forward Purchase Agreement had been consummated on January 1, 2019, the beginning of the earliest period presented.

The historical book value per share is computed by dividing total stockholders’ equity (deficit), including shares subject to possible redemption, by the number of shares of HEC’s Class A common stock outstanding at the end of the period. The pro forma combined book value per share of Talkspace, Inc. common stock is computed by dividing total pro forma stockholders’ equity by the pro forma number of Talkspace, Inc. common stock outstanding at the end of the period on a fully diluted net exercise basis. The pro forma earnings per share of the combined company is computed by dividing the pro forma net loss available to the combined company’s stockholders by the pro forma weighted-average number of shares of Talkspace, Inc. common stock outstanding over the period on a fully diluted net exercise basis.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of HEC and Talkspace and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited HEC and Talkspace pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and



 

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related notes included elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of HEC and Talkspace would have been had the companies been combined during the periods presented.

 

    For the Period
from
February 6,
2020

(inception) to
September 30,
2020
    Nine Months Ended September 30, 2020  
    HEC
(Historical)
    Talkspace
(Historical)
    Pro Forma
Combined
(Assuming No
Redemption)(1)
    Pro Forma
Combined
(Assuming
Maximum
Redemption)(1)
 

Book value per share (2)

  $ 9.68     $ (7.61   $ 1.66     $ 1.66  

Basic and diluted net loss per Class A common stock

  $ (0.00      

Basic and diluted net loss per common share

    $ (0.95    

Net loss per share (3)

      $ (0.07   $ (0.07

Weighted average class A common stock of HEC

    41,400,000        

Weighted average common shares outstanding of Talkspace

      11,769,326      

Weighted average shares outstanding on a fully diluted net exercise basis

        165,045,000       165,045,000  

 

    Year Ended December 31, 2019  
    HEC
(Historical)(4)
    Talkspace
(Historical)
    Pro Forma
Combined
(Assuming No
Redemption)(1)
    Pro Forma
Combined
(Assuming
Maximum
Redemption)(1)
 

Book value per share (2)

    N/A     $ (6.83     N/A (5)      N/A (5) 

Basic and diluted net loss per Class A common stock

    N/A        

Basic and diluted net loss per common share

    $ (2.59    

Net loss per share (3)

      $ (0.18   $ (0.18

Weighted average Class A common stock of HEC

    N/A        

Weighted average common shares outstanding of Talkspace

      11,219,242      

Weighted average shares outstanding on a fully diluted net exercise basis

        165,045,000       165,045,000  

 

(1)

Refer to the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

(2)

Calculated based on total stockholder’s equity including shares subject to possible redemption.

(3)

Calculated based on weighted average shares outstanding on a fully diluted net exercise basis.

(4)

Not applicable as HEC was incorporated on February 6, 2020.

(5)

Pro forma balance sheet information as of December 31, 2019 is not required and as such is not included in the table.



 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express HEC’s and Talkspace’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Talkspace operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting HEC and Talkspace.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

HEC’s ability to complete the business combination or, if HEC does not consummate such business combination, any other initial business combination;

 

   

satisfaction or waiver (if applicable) of the conditions to the Transactions, including, among other things:

 

   

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the business combination and related agreements and other Transactions by the respective shareholders of HEC and Talkspace, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) early termination or expiration of the waiting period under the HSR Act, (iv) receipt of approval for listing on the Nasdaq the shares of Talkspace, Inc. common stock to be issued in connection with the Transactions, (v) that HEC have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;

 

   

there being at least $400,000,000 of Available Closing HEC Cash;

 

   

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

   

the projected financial information, anticipated growth rate, and market opportunity of Talkspace;

 

   

the ability to maintain the listing of Talkspace, Inc. common stock and warrants on the Nasdaq following the business combination;

 

   

our public securities’ potential liquidity and trading;

 

   

our ability to raise financing in the future;

 

   

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the business combination;

 

   

HEC officers and directors allocating their time to other businesses and potentially having conflicts of interest with HEC’s business or in approving the business combination;

 

   

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

   

factors relating to the business, operations and financial performance of Talkspace, including:

 

   

weak growth and increased volatility in the virtual behavioral health market;

 

   

its history of losses and the risk it may not achieve profitability;

 

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inability to adapt to rapid technological changes in the telehealth and teletherapy markets;

 

   

its limited number of significant clients and the risk that it may lose their business;

 

   

increased competition from existing and potential new participants in the healthcare industry;

 

   

changes in healthcare laws, regulations or trends and its ability to operate in the heavily regulated healthcare industry;

 

   

compliance with regulations concerning personally identifiable information and personal health industry;

 

   

slower than expected growth in patient adoption of telehealth and teletherapy and in platform usage by either clients or members;

 

   

ability to recruit and retain a network of qualified providers sufficient to serve client and member demand;

 

   

its ability to comply with federal and state privacy regulations and the significant liability that could result from a cybersecurity breach or our failure to comply with such regulations;

 

   

its ability to establish and maintain strategic relationships with third parties;

 

   

the impact of the COVID-19 pandemic on its business or on its ability to forecast its business’s financial outlook;

 

   

the risk that the insurance it maintains may not fully cover all potential exposures;

 

   

risks associated with international expansion; and

 

   

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on HEC’s and Talkspace’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and Talkspace. There can be no assurance that future developments affecting HEC or Talkspace will be those that HEC or Talkspace has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either HEC’s or Talkspace’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. HEC and Talkspace undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any HEC stockholder grants its proxy or instructs how its vote should be cast or votes on the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal the director election proposal, the Nasdaq proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect HEC and Talkspace.

 

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RISK FACTORS

HEC shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to the “Company,” “Talkspace,” “we,” “us” or “our” refer to the business of Groop Internet Platform Inc. (d/b/a Talkspace) and its subsidiaries prior to the consummation of the business combination, which will be the business of Talkspace, Inc. and its subsidiaries following the consummation of the business combination.

Risks Related to Talkspace’s Limited Operating History and Early Stage of Growth

We have a history of losses, which we expect to continue, and we may never achieve or sustain profitability.

We have incurred significant losses in each period since our inception. We incurred net losses of $29.1 million and $20.0 million for the years ended December 31, 2019 and 2018, respectively, and $11.2 million and $20.1 million for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, we had an accumulated deficit of $97.7 million. These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and members and to develop our technology platform. To date, we have derived a substantial majority of our revenue from clients and members who pay for access to our virtual behavioral health platform, and our longer-term results of operations and continued growth will depend on our ability to successfully develop and market new virtual behavioral health products and services that our clients and members want and are willing to purchase. We intend to continue scaling our business to increase our client, member and provider bases, broaden the scope of services we offer, invest in research and development and expand the applications of our technology through which clients and members can access our services. Accordingly, we anticipate that cost of revenue and operating expenses will increase substantially in the foreseeable future. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. In addition, our results of operations would also suffer if our innovations are not responsive to the needs of our clients and members, appropriately timed with market opportunity, effectively brought to market or do not achieve market acceptance. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain or increase profitability. Our prior losses, combined with our expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital. As a result of these factors, we may need to raise additional capital through debt or equity financings in order to fund our operations, and such capital may not be available on reasonable terms, if at all.

Our business and the markets we operate in are new and rapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

Our business and the markets we operate in are new and rapidly evolving which make it difficult to evaluate and assess the success of our business to date, our future prospects and the risks and challenges that we may encounter. These risks and challenges include our ability to:

 

   

attract new clients and members to our platform and position our platform as a convenient and accepted way to access therapy and psychiatry;

 

   

retain our clients and members and encourage them to continue to utilize our platform and services;

 

   

attract new and existing clients and members to rapidly adopt new offerings on our platform;

 

   

increase the number of clients and members that use our subscription offerings or the number of subscription programs that we manage;

 

   

retain our clients and members that subscribe to our subscription offerings;

 

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gain market acceptance of our services and products with clients and members and maintain and expand such relationships;

 

   

attract and retain providers for inclusion in our platform;

 

   

comply with existing and new laws and regulations applicable to our business and in our industry;

 

   

anticipate and respond to macroeconomic changes, and industry pricing benchmarks and changes in the markets in which we operate;

 

   

react to challenges from existing and new competitors;

 

   

maintain and enhance the value of our reputation and brand;

 

   

effectively manage our growth and business operations;

 

   

forecast our revenue and budget for, and manage, our expenses and capital expenditures;

 

   

hire, integrate and retain talented people at all levels of our organization;

 

   

maintain and improve the infrastructure underlying our platform, including our apps and websites and with respect to data protection, intellectual property and cybersecurity; and

 

   

successfully update our platform, including expanding our platform and offerings into different healthcare products and services, develop and update our software, apps, features, offerings and services to benefit our clients and members and enhance their experience.

If we fail to understand fully or adequately address the challenges that we are currently encountering or that we may encounter in the future, including those challenges described here and elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. If the risks and uncertainties that we plan for when operating our business are incorrect or change, or if we fail to manage these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth, which could have a material adverse effect on the market price of our common stock.

We have experienced significant growth in the last several years, and therefore our recent revenue growth rate and financial performance should not be considered indicative of our future performance. In 2019 and 2020, our revenue was $38.2 million and $        million, respectively, representing a    % growth rate. In addition, with the COVID-19 pandemic, we have experienced a significant increase in revenue. The circumstances that have accelerated the growth of our business stemming from the effects of the COVID-19 pandemic may not continue in the future, and future revenues may not grow at these same rates or may decline. You should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics, or key business metrics growth in future periods. In particular, our revenue growth rate has fluctuated in prior periods. Our future growth will depend, in part, on our ability to grow our revenue from existing clients and members, to acquire potential future clients and members, to expand our client, member and provider bases, to develop new products and services and to expand internationally. We can provide no assurances that we will be successful in executing on these growth strategies or that, even if our key metrics would indicate future growth, we will continue to grow our revenue or to generate net income. Our ability to execute on our existing sales pipeline, create additional sales pipelines, and expand our client and member bases depends on, among other things, the attractiveness of our services relative to those offered by our competitors, our ability to demonstrate the value of our existing and future services, and our ability to attract and retain a sufficient number of qualified sales and marketing leadership and support personnel. In addition, our existing clients and members may be slower to adopt our services than we currently anticipate, which could adversely affect our results of operations and growth prospects.

 

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Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of an investment in our securities.

We have a limited operating history on which investors can base an evaluation of our business, prospects, financial condition and operating results. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial condition could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared with assistance from our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, political and other changes.

We may need to raise additional capital in the future in order to execute our business plans following the business combination and related transactions, which may not be available on terms acceptable to us, or at all.

We have experienced recurring losses from operations, and negative cash flows at operations, and we expect our operating expenses will increase in the foreseeable future. We believe our cash and cash equivalents on hand and cash we expect to obtain from the business combination, together with cash we expect to generate from future operations, will be sufficient to meet our working capital and capital expenditure requirements in the near future. However, in the future we may still require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and we may determine to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, our existing stockholders could experience significant dilution. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

We may experience difficulties in managing our growth and expanding our operations.

We expect to experience significant growth in the scope of our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and reporting systems. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results. Additionally, rapid growth in our business may place a strain on our human and capital resources.

Risks Related to Talkspace’s Business and Industry

The virtual behavioral health market is immature and volatile, and if it does not develop, if it develops more slowly than we expect, if it encounters negative publicity or if our services are not competitive, the growth of our business will be harmed.

The virtual behavioral health market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. Our success will depend to a substantial extent on the willingness of our clients and members to use, and to increase the frequency and extent of their utilization of, our services and products, as well as on our ability to demonstrate the value of virtual

 

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behavioral healthcare to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Our market may depend on our clients and members’ ability to obtain reimbursement from third-party payors, such as health plans and government agencies, as well as our ability to expand our B2B business and contract for direct reimbursement of our services from employers and health plan partners. Third-party payors in the United States may decline or reduce reimbursement for telehealth and teletherapy services, especially those provided through text messaging or other means via technology, and compliance with administrative procedures or requirements of third-party payors may result in delays in processing approvals by those payors for members to obtain coverage for our services. Failure by our members to obtain or maintain coverage or our inability to secure adequate reimbursement for our services could have an adverse effect on our business, results of operations, and financial conditions. We derive a portion of our revenues from third-party payors, and we expect that this amount will continue to increase, so any reductions in reimbursement by third-party payors could have a material and adverse impact on our projected growth. In addition, negative publicity concerning our services or the virtual behavioral health market as a whole could limit market acceptance of our services. If our clients and members do not perceive the benefits of our services and drive member engagement, or if our services are not competitive, then our market may not develop at all, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of virtual behavioral healthcare could limit market acceptance of our services. If any of these events occurs, it could have a material adverse effect on our business, financial condition or results of operations.

The outbreak of the novel coronavirus (COVID-19) and its impact on business and economic conditions could adversely affect our business, results of operations and financial condition, and the extent and duration of those effects will be uncertain.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious outbreak, which has continued to spread, and the related adverse public health developments, including orders to shelter-in-place, travel restrictions and mandated business closures, have adversely affected workforces, organizations, consumers, economies and financial markets globally, leading to an economic downturn and increased market volatility. It has also disrupted the normal operations of many businesses, including ours.

As a result of the COVID-19 pandemic, our personnel are working remotely, and it is possible that this could have a negative impact on the execution of our business plans and operations. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in consumer privacy, IT security and fraud concerns as well as increase our exposure to potential wage and hour issues.

We cannot predict with any certainty whether and to what degree the impact caused by the COVID-19 pandemic and reactions thereto will continue and expect to face difficulty accurately predicting our internal financial forecasts. The outbreak also presents challenges as our workforce is working remotely in helping new and existing clients, members and other consumers, many of whom are also generally working remotely.

It is not possible for us to accurately predict the duration or magnitude of the results of the COVID-19 and its effects on our business, results of operations or financial condition at this time, but such effects may be material. The COVID-19 pandemic may also have the effect of heightening many of the other risks identified elsewhere in this section.

Rapid technological change in our industry presents us with significant risks and challenges.

The virtual behavioral health market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. Our success will depend on our ability to

 

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enhance our solution with next-generation technologies and to develop or to acquire and market new services to access new client and member populations. There is no guarantee that we will possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future software-based products and services becoming uncompetitive or obsolete.

We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations will be harmed.

While the virtual behavioral health market is in an early stage of development, it is competitive and we expect it to attract increased competition, which could make it difficult for us to succeed. We currently face competition from a range of companies, including specialized software and solution providers that offer similar solutions and that are continuing to develop additional products and becoming more sophisticated and effective. These competitors include American Well Corporation, Teladoc, Doctor On Demand, MDLive, BetterHelp, Lyra Health and Ginger. In addition, large, well-financed health systems and health plans have in some cases developed their own telehealth and teletherapy tools and may provide these solutions to their consumer at discounted prices. Competition may also increase from large technology companies, such as Apple, Amazon, Facebook, Google, Verizon, or Microsoft, who may wish to develop their own virtual behavioral health solutions, as well as from large retailers like Amazon or Walmart. The surge in interest in virtual behavioral healthcare, including as a result of the COVID-19 pandemic, and in particular the relaxation of HIPAA privacy and security requirements, has also attracted new competition from providers who utilize consumer-grade video conferencing platforms such as Zoom and Twilio. Competition from large software companies or other specialized solution providers, health systems and health plans, communication tools and other parties could result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability and market share.

Some of our competitors may have greater name recognition, longer operating histories and significantly greater resources than we do. Further, our current or potential competitors may be acquired by third parties with greater available resources. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or consumer requirements and may have the ability to initiate or withstand substantial price competition. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. Accordingly, new competitors or alliances may emerge that have greater market share, a larger consumer base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and larger sales forces than we have, which could put us at a competitive disadvantage.

Our competitors could also be better positioned to serve certain segments of the virtual behavioral health market, which could create additional price pressure. In addition, many healthcare provider organizations are consolidating to create integrated healthcare delivery systems with greater market power. As provider networks and managed care organizations consolidate, thus decreasing the number of market participants, competition to provide products and services like ours could become more intense, and the importance of establishing and maintaining relationships with key industry participants could increase. These industry participants may try to use their market power to negotiate price reductions for our products and services. In light of these factors, even if our solution is more effective than those of our competitors, current or potential clients and members may accept competitive solutions in lieu of purchasing our solution. If we are unable to successfully compete in the virtual behavioral health market, our business, financial condition and results of operations could be materially adversely affected.

 

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If growth in the number of clients and members or providers on our platform decreases, or the number of products or services that we are able to sell to our clients and members decreases, due to legal, economic or business developments, our business, financial condition and results of operations will be harmed.

We currently generate most of our revenues from members who purchase subscription access to our platform. These subscriptions generally have stated initial terms of one-to-three months. We also generate revenues from our enterprise clients, which contracts generally have stated initial terms of one year, unless earlier terminated subject to notice and other requirements. Most of our clients and members have no obligation to renew their subscriptions for our services after the initial term expires. In addition, our clients may negotiate terms less advantageous to us upon renewal, which may reduce our revenue from these clients. Additionally, as we grow our client and member bases, we will need to maintain and grow our network of providers. Certain of our providers are permitted to provide services on other platforms, and therefore, our success will be dependent on our ability to retain and recruit highly trained and licensed therapists, psychiatrists and other providers to our platform. Additionally, our future results of operations depend, in part, on our ability to expand our services and offerings, including broadening our continuum of care. If our clients and members fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels or fail to purchase new products and services from us, our revenue may decline or our future revenue growth may be constrained.

Additional factors that could affect our ability to sell products and services include, but are not limited to:

 

   

price, performance and functionality of our solution;

 

   

availability, price, performance and functionality of competing solutions;

 

   

our ability to develop and sell complementary products and services;

 

   

stability, performance and security of our hosting infrastructure and hosting services; and

 

   

changes in healthcare laws, regulations or trends.

Any of these consequences could lower retention rate and have a material adverse effect on our business, financial condition and results of operations.

Our future growth and profitability of our business will depend in large part upon the effectiveness and efficiency of our marketing efforts, and our ability to develop brand awareness cost-effectively.

Our business success depends on our ability to attract and retain clients and members, which significantly depends on our marketing practices. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing efforts, including our ability to:

 

   

create greater awareness of our brand;

 

   

identify the most effective and efficient levels of spending in each market, media and specific media vehicle;

 

   

determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures;

 

   

effectively manage marketing costs (including creative and media) to maintain acceptable consumer acquisition costs;

 

   

select the most effective markets, media and specific media vehicles in which to advertise; and

 

   

convert consumer inquiries into clients and members.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread adoption of our solution and attracting new clients and members. Our brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase

 

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in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in doing so, we may fail to attract or retain clients and members necessary to realize a sufficient return on our brand-building efforts or to achieve the widespread brand awareness that is critical for broad adoption of our brands.

We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.

Our success and future growth largely depend on our ability to increase consumer awareness of our platform and offerings, and on the willingness of current and potential clients and members to utilize our platform to access information and behavioral health services. We believe the vast majority of consumers make purchasing decisions for behavioral health services on the basis of traditional factors, such as insurance coverage. This traditional decision-making process does not always account for restrictive and complex insurance plans, high deductibles, expensive co-pays and other factors, such as discounts or savings available at alternative therapists or practices. To effectively market our platform, we must educate consumers about the various purchase options and the benefits of using Talkspace for behavioral healthcare, including when such services may not be covered by their health insurance benefits. We focus our marketing and education efforts on potential clients, members and other consumers, but also aim to educate and inform healthcare providers and other participants that interact with consumers, including at the point of purchase. However, we cannot assure you that we will be successful in changing consumer purchasing habits or that we will achieve broad market education or awareness among consumers. Even if we are able to raise awareness among consumers, they may be slow in changing their habits and may be hesitant to use our platform for a variety of reasons, including:

 

   

lack of experience with our company and platform, and concerns that we are relatively new to the industry;

 

   

perceived health, safety or quality risks associated with the use of a new platform and applications for therapy and psychiatry;

 

   

traditional or existing relationships with therapists, psychiatrists or other providers;

 

   

concerns about the privacy and security of the data that consumers and providers share with or through our platform;

 

   

competition and negative selling efforts from competitors, including competing platforms and price matching programs; and

 

   

perception regarding the time and complexity of using our platform.

If we fail to achieve broad market education of our platform and/or the options for purchasing healthcare products and services, or if we are unsuccessful in changing consumer purchasing habits, our business, financial condition and results of operations would be adversely affected.

Our growth depends in part on the success of our strategic relationships with third parties that we provide services to.

In order to grow our business, we anticipate that we will continue to depend on our existing and future relationships with third parties, such as third-party payors, including health plans and government agencies, as well as our ability to expand our B2B business with employers and health plan partners that we provide services to. Identifying potential partners, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to, or utilization of, our products and services. In addition, acquisitions of our partners by our competitors could result in a decrease in the number of our current and potential clients and members, as our partners may no longer facilitate the adoption of our applications by potential clients and members. If we are unsuccessful in establishing or maintaining our relationships with third parties that we provide services to, our ability to compete in the marketplace or to grow our revenue could be

 

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impaired and our results of operations may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased client use of our services or increased revenue.

Our virtual behavioral healthcare strategies depend on our ability to maintain and expand our network of therapists, psychiatrists and other providers. If we are unable to do so, our future growth would be limited and our business, financial condition and results of operations would be harmed.

Our success is dependent upon our continued ability to maintain a network of highly trained and qualified therapists, psychiatrists and other providers. If we are unable to recruit and retain licensed therapists, psychiatrists and other providers, it would have a material adverse effect on our business and ability to grow and would adversely affect our results of operations. In any particular market, providers could demand higher payments or take other actions that could result in higher medical costs, less attractive service for our clients or members or difficulty meeting regulatory or accreditation requirements. The ability to develop and maintain satisfactory relationships with providers also may be negatively impacted by other factors not associated with us, such as changes in Medicare and/or Medicaid reimbursement levels, state therapist or psychiatrist licensing laws and standard of care requirements, and other pressures on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers. Our failure to maintain or to secure new cost-effective provider contracts may result in a loss of or inability to grow our client and member bases, higher costs, less attractive services for our clients and members and/or difficulty in meeting regulatory or accreditation requirements, any of which could have a material adverse effect on our business, financial condition and results of operations.

Developments affecting spending by the healthcare industry could adversely affect our business.

The U.S. healthcare industry has changed significantly in recent years, and we expect that significant changes will continue to occur. General reductions in expenditures by healthcare industry participants could result from, among other things:

 

   

government regulations or private initiatives that affect the manner in which healthcare providers interact with patients, payors or other healthcare industry participants, including changes in pricing or means of delivery of healthcare products and services;

 

   

consolidation of healthcare industry participants;

 

   

federal amendments to, lack of enforcement or development of applicable regulations for, or repeal of The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “Affordable Care Act” or the “ACA”);

 

   

reductions in government funding for healthcare; and

 

   

adverse changes in business or economic conditions affecting healthcare payors or providers or other healthcare industry participants.

Any of these changes in healthcare spending could adversely affect our revenue. Even if general expenditures by industry participants remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all of the specific market segments that we serve now or in the future. However, the timing and impact of developments in the healthcare industry are difficult to predict. We cannot assure you that the demand for our solutions and services will continue to exist at current levels or that we will have adequate technical, financial, and marketing resources to react to changes in the healthcare industry.

Our estimated addressable market is subject to inherent challenges and uncertainties. If we have overestimated the size of our addressable market or the various markets in which we operate, our future growth opportunities may be limited.

Our total addressable market (“TAM”) is based on internal estimates and third-party estimates regarding the size of each of the U.S. and international behavioral health markets and is subject to significant uncertainty and is

 

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based on assumptions that may not prove to be accurate. These estimates, as well as the estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of the markets in which we operate, may change or prove to be inaccurate. While we believe the information on which we base our TAM is generally reliable, such information is inherently imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described herein. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth opportunities may be affected. If our TAM, or the size of any of the various markets in which we operate, proves to be inaccurate, our future growth opportunities may be limited and there could be a material adverse effect on our prospects, business, financial condition and results of operations.

Negative media coverage could adversely affect our business.

We receive a substantial amount of media coverage in the United States. Unfavorable publicity regarding, among others, the healthcare industry, litigation or regulatory activity, the actions of the entities included or otherwise involved in our platform, virtual behavioral health services included on our platform or by other industry participants, our data privacy or data security practices, our platform or our revenue could materially adversely affect our reputation. For example, therapists advocacy groups have lobbied the American Psychological Association to reexamine its stance on telemental health, including challenging our partnerships with healthcare providers and the efficacy of telemental health, including the use of text messaging. In addition, from time to time, news media outlets have provided negative coverage regarding our platform and privacy practices and any such negative media coverage, regardless of the accuracy of such reporting, may have an adverse impact on our business and reputation, as well as have an adverse effect on our ability to attract and retain clients, members, other consumers, partners, or employees, and result in decreased revenue, which would materially adversely affect our business, financial condition and results of operations.

Use of social media may adversely impact our reputation, subject us to fines or other penalties or be an ineffective source to market our offerings.

We have in the past, and may in the future, use social media as part of our omnichannel approach to marketing and outreach to clients, members and other consumers. Changes to these social networking services’ terms of use or terms of service that limit promotional communications, restrictions that would limit our ability or our clients’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or reductions in the use of or engagement with social networking services by current and potential clients and members could also harm our business. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, clients, members or others. Any such inappropriate use of social media could also cause reputational damage and adversely affect our business.

Our clients and members may engage with us online through our social media pages, including, for example, our presence on Facebook, Instagram and Twitter, by providing feedback and public commentary about all aspects of our business. Information concerning us or our platform and offerings, whether accurate or not, may be posted on social media pages at any time and may have a disproportionately adverse impact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

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With respect to our plans for expansion of international operations, we may face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or that are more significant than in our domestic operations.

With respect to our plans for expansion of international operations, we may face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or that are more significant than in our domestic operations. These risks may vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Our future international services and products may need to meet country-specific client and member preferences as well as country-specific legal requirements, including those related to healthcare regulatory laws governing telemedicine and teletherapy services, licensing, privacy, data storage, location, protection and security. The interpretation of these laws is evolving and varies significantly from country to county and are enforced by governmental, judicial and regulatory authorities with broad discretion. We cannot be certain that our interpretation of such laws and regulations will be correct in how we plan to structure our international operations, and our arrangements with locally-licensed therapists, psychiatrists or other providers, as well as our international services agreements and client arrangements.

Our plans to expand our international operations will require us to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes and time zones. Our international operations may encounter labor laws, customs and employee relationships that can be difficult, less flexible than in our domestic operations and expensive to modify or terminate. In some countries we are required to, or choose to, operate with local business partners, which will require us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges.

Our planned international operations may be subject to particular risks in addition to those faced by our domestic operations, including:

 

   

the need to localize and adapt our solution for specific countries, including translation into foreign languages and associated expenses;

 

   

potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights than U.S. laws or that may not be adequately enforced;

 

   

requirements of foreign laws and other governmental controls, including cross-border compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, healthcare, tax, privacy and data protection laws and regulations;

 

   

requirements of foreign laws and other governmental controls applicable to our ability to conduct telehealth and teletherapy services internationally, specifically laws governing remote care and the practice of medicine in such locations;

 

   

data privacy laws that require that client data be stored and processed in a designated territory;

 

   

new and different sources of competition and laws and business practices favoring local competitors;

 

   

local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and other anti-corruption laws and regulations;

 

   

changes to export controls and economic sanctions laws and regulations;

 

   

central bank and other restrictions on our ability to repatriate cash from international subsidiaries;

 

   

adverse tax consequences;

 

   

fluctuations in currency exchange rates, economic instability and inflationary conditions, which could make our solution more expensive or increase our costs of doing business in certain countries;

 

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limitations on future growth or inability to maintain current levels of revenues from international sales if we do not invest sufficiently in our international operations;

 

   

different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

 

   

difficulties in staffing, managing and operating our international operations, including difficulties related to administering our stock plans in some foreign countries and increased financial accounting and reporting requirements and complexities;

 

   

difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations; and

 

   

political unrest, war, terrorism or regional natural disasters, particularly in areas in which we have facilities.

Our overall success regarding our planned expansion in international markets will depend, in part, on our ability to anticipate and effectively manage these risks and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to expansion of our international operations, we may not achieve the expected benefits of this expansion and our business, financial condition and results of operations may be harmed.

We may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.

Our overall business entails the risk of medical liability claims. Although TPN and our affiliated professionals carry insurance covering medical malpractice claims in amounts that we believe are appropriate in light of the risks attendant to the services rendered, successful medical liability claims could result in substantial damage awards that exceed the limits of TPN’s and those affiliated professionals’ insurance coverage. TPN carries or will carry professional liability insurance for itself and each of its healthcare professionals (our providers). Additionally, all of our network providers that contract or will contract with TPN separately carry or will carry professional liability insurance for itself and its healthcare professionals. Professional liability insurance is expensive and insurance premiums may increase significantly in the future, particularly as we expand our services through TPN and our affiliated professionals. As a result, adequate professional liability insurance may not be available to TPN and our affiliated professionals in the future at acceptable costs or at all, which may negatively impact TPN and our affiliated professionals to provide services to our members, and thereby adversely affect our overall business and operations.

Any claims made against TPN or our affiliated professionals that are not fully covered by insurance could be costly to defend against, result in substantial damage awards, and divert the attention of our management and our affiliated professional entities from our operations, which could have a material adverse effect on our business, financial condition and results of operations. In addition, any claims may adversely affect our business or reputation.

A decline in the prevalence of employer-sponsored healthcare or the emergence of new technologies may adversely impact our business-to-business segment or require us to expend significant resources in order to remain competitive.

The U.S. healthcare industry is massive, with a number of large market participants with conflicting agendas, and it is subject to significant government regulation and is currently undergoing significant change. Changes in our industry, for example, such as the emergence of new technologies as more competitors enter our market, could adversely impact our business-to business segment where companies provide Talkspace to their employees as a benefit.

 

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Some experts have predicted that future healthcare reform will encourage employer-sponsored health insurance to become significantly less prevalent as employees migrate to obtaining their own insurance over the state-sponsored insurance marketplaces. Were this to occur, there is no guarantee that we would be able to compensate for the loss in revenue from employers by increasing sales of our solution to health insurance companies or to individuals or government agencies. In such a case, our results of operations would be adversely impacted.

If healthcare benefits trends shift or entirely new technologies are developed that replace existing solutions, our existing or future solutions could be adversely impacted and our business could be adversely affected. In addition, we may experience difficulties with industry standards, design or marketing that could delay or prevent our development, introduction or implementation of new applications and enhancements.

We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform and offerings.

Our apps are accessed and operate through third-party platforms or marketplaces, including the Apple App Store and Google Play App Store, which also serve as significant online distribution platforms for our apps. As a result, the expansion and prospects of our business and our apps depend on our continued relationships with these providers and any other emerging platform providers that are widely adopted by consumers. We are subject to the standard terms and conditions that these providers have for application developers, which govern the content, promotion, distribution and operation of apps on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice. Thus, our business could suffer materially if platform providers change their standard terms and conditions, interpretations or other policies and practices in a way that is detrimental to us or if platform providers determine that we are in violation of their standard terms and conditions and prohibit us from distributing our apps on their platforms. In addition, our business would be harmed if the providers discontinue or limit our access to their platforms or marketplaces; the platforms or marketplaces decline in popularity; the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies, including fees; the providers adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology or update our apps in order to ensure that consumers can continue to access and use our virtual behavioral health services.

If alternative providers increase in popularity, we could be adversely impacted if we fail to create compatible versions of our apps in a timely manner, or if we fail to establish a relationship with such alternative providers. Likewise, if our current providers alter their operating platforms, we could be adversely impacted as our offerings may not be compatible with the altered platforms or may require significant and costly modifications in order to become compatible. If our providers do not perform their obligations in accordance with our platform agreements, we could be adversely impacted.

In the past, some of these platforms or marketplaces have been unavailable for short periods of time. If this or a similar event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that impact the ability of consumers to download or access our apps and other information, it could have a material adverse effect on our brand and reputation, as well as our business, financial condition and operating results.

We rely on data center providers, Internet infrastructure, bandwidth providers, third-party computer hardware and software, other third parties and our own systems for providing services to our clients and members, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with clients and members, adversely affecting our brand and our business.

We serve all of our clients and members from third party interconnection and data centers, such as Amazon Web Services. While we control and have access to our servers, we do not control the operation of these facilities. The

 

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cloud vendors and the owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our cloud vendors or data center operators is acquired, we may be required to transfer our servers and other infrastructure to a new vendor or a new data center facility, and we may incur significant costs and possible service interruption in connection with doing so. Problems faced by our cloud vendors or third-party data center locations with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the experience of our clients and members. Our third-party data center operators could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy faced by our cloud vendors or third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.

Additionally, if our cloud or data center vendors are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect the service levels at our cloud vendors or data centers or cause such data centers and systems to fail. Any changes in third-party service levels at our data centers or any disruptions or other performance problems with our solution could adversely affect our reputation and may damage our clients and members’ stored files or result in lengthy interruptions in our services. Interruptions in our services may reduce our revenue, cause us to issue refunds to clients and members for prepaid and unused subscriptions, as well as loss of revenue related to service level credits and uptime, subject us to potential liability or adversely affect client renewal rates.

In addition, our ability to deliver our Internet-based services depends on the development and maintenance of the infrastructure of the Internet by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, bandwidth capacity and security. Our services are designed to operate without interruption in accordance with our service level commitments. However, we have experienced, including during the period immediately following the beginning of the COVID-19 pandemic, and expect that we may experience in the future, interruptions and delays in services and availability from time to time. In the event of a catastrophic event with respect to one or more of our systems, we may experience an extended period of system unavailability, which could negatively impact our relationship with clients and members. To operate without interruption, both we and our service providers must guard against:

 

   

damage from fire, power loss, natural disasters and other force majeure events outside our control;

 

   

communications failures;

 

   

software and hardware errors, failures and crashes;

 

   

security breaches, computer viruses, hacking, denial-of-service attacks and similar disruptive problems; and

 

   

other potential interruptions.

We also rely on computer hardware purchased and software licensed from third parties in order to offer our services. These licenses are generally commercially available on varying terms. However, it is possible that this hardware and software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available from third parties, is identified, obtained and integrated.

We exercise limited control over third-party vendors, which increases our vulnerability to problems with technology and information services they provide. Interruptions in our network access and services may in connection with third-party technology and information services reduce our revenue, cause us to issue refunds to clients and members, subject us to potential liability or adversely affect client renewal rates. Although we

 

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maintain a security and privacy damages insurance policy, the coverage under our policies may not be adequate to compensate us for all losses that may occur related to the services provided by our third-party vendors. In addition, we may not be able to continue to obtain adequate insurance coverage at an acceptable cost, if at all.

Our ability to rely on these services of third-party vendors could be impaired as a result of the failure of such providers to comply with applicable laws, regulations and contractual covenants, or as a result of events affecting such providers, such as power loss, telecommunication failures, software or hardware errors, computer viruses, cyber incidents and similar disruptive problems, fire, flood and natural disasters. Any such failure or event could adversely affect our relationships with our clients and members and damage our reputation. This could materially and adversely impact our business, financial condition and operating results.

If our or our vendors’ security measures fail or are breached and unauthorized access to a client’s data or information systems is obtained, our services may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed, and we could lose sales, clients and members.

Our services involve the storage and transmission of clients’ and our clients and members’ proprietary information, sensitive or confidential data, including valuable intellectual property and personal information of employees, clients, members and others, as well as the protected health information (“PHI”), of our clients and members. We are subject to laws and regulations relating to the collection, use, retention, security and transfer of this information. Because of the extreme sensitivity of the information we store and transmit, the security features of our and our third-party vendors’ computer, network, and communications systems infrastructure are critical to the success of our business. A breach or failure of our or our third-party vendors’ network, hosted service providers or vendor systems could result from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers such as denial-of-service and phishing attacks, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. Hackers and data thieves are increasingly sophisticated and operating large-scale and complex automated attacks, including on companies within the healthcare industry. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. If our or our third-party vendors’ security measures fail or are breached, it could result in unauthorized persons accessing sensitive client or member data (including PHI), a loss of or damage to our data, an inability to access data sources, or process data or provide our services to our clients and members. Such failures or breaches of our or our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation, adversely affect client, patient, member or investor confidence in us, and reduce the demand for our services from existing and potential clients and members. In addition, we could face litigation, damages for contract breach, monetary penalties, or regulatory actions for violation of applicable laws or regulations and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

Data privacy is also subject to frequently changing laws, rules and regulations in the various jurisdictions in which we operate. Such initiatives around the country could increase the cost of developing, implementing or securing our servers and require us to allocate more resources to improved technologies, adding to our IT and compliance costs. Our Board of Directors is briefed periodically on cybersecurity and risk management issues and we have implemented a number of processes to avoid cyber threats and to protect privacy. However, the processes we have implemented in connection with such initiatives may be insufficient to prevent or detect improper access to confidential, proprietary or sensitive data, including personal data. In addition, the competition for talent in the data privacy and cybersecurity space is intense, and we may be unable to hire,

 

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develop or retain suitable talent capable of adequately detecting, mitigating or remediating these risks. Our failure to adhere to, or successfully implement processes in response to, changing legal or regulatory requirements in this area could result in legal liability or damage to our reputation in the marketplace.

Should an attacker gain access to our network, including by way of example, using compromised credentials of an authorized user, we are at risk that the attacker might successfully leverage that access to compromise additional systems and data. Certain measures that we currently have in place in order to increase the security of our systems, such as data encryption (including data at rest encryption), heightened monitoring and logging, scanning for source code errors or deployment of multi-factor authentication, take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack. As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. The inability to implement, maintain and upgrade adequate safeguards could have a material adverse effect on our business.

Our information systems must be continually updated, patched and upgraded to protect against known vulnerabilities. The volume of new vulnerabilities has increased markedly, as has the criticality of patches and other remedial measures. In addition to remediating newly identified vulnerabilities, previously identified vulnerabilities must also be continuously addressed. Accordingly, we are at risk that cyber-attackers exploit these known vulnerabilities before they have been addressed. Any failure related to these activities and any breach of our information systems could result in significant liability and/or have a material adverse effect on our business, reputation and financial condition.

We could experience losses or liability not covered by insurance.

Our business exposes us to risks that are inherent in the provision of virtual behavioral healthcare and access to remote, virtual healthcare and therapy. If clients, members or other individuals assert liability claims against us, any ensuing litigation, regardless of outcome, could result in a substantial cost to us, divert management’s attention from operations, and decrease market acceptance of our solution. We attempt to limit our liability to clients and members by contract; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages. Additionally, we may be subject to claims that are not explicitly covered by contract. We also maintain general liability coverage; however, this coverage may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims against us, and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverage as to any future claim. A successful claim not fully covered by our insurance could have a material adverse impact on our liquidity, financial condition, and results of operations.

There may be adverse tax , legal and other consequences if the employment status of providers on our platform is challenged.

There is often uncertainty in the application of worker classification laws, especially in the medical field where individuals are required to hold professional licenses, and, consequently, there is risk that providers could be deemed to be misclassified under applicable law. We and TPN structure our relationships with the majority of our respective providers in a manner that we believe results in an independent contractor relationship, not an employee relationship. The tests governing whether a service provider is an independent contractor, or an employee are typically highly fact sensitive and vary by governing law. An independent contractor is generally distinguished from an employee by his or her degree of autonomy and independence in providing services. A high degree of autonomy and independence is generally indicative of a contractor relationship, while a high degree of control is generally indicative of an employment relationship. Although we believe that our and TPN’s providers are properly characterized as independent contractors, tax or other regulatory authorities may in the future challenge our characterization of these relationships. A misclassification determination or allegation

 

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creates potential exposure for us, including but not limited to: monetary exposure arising from or relating to failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to minimum wage and overtime); claims for employee benefits, social security, Medicare, workers’ compensation and unemployment; claims of discrimination, harassment and retaliation under civil rights laws; claims under laws pertaining to unionizing, collective bargaining and other concerted activity; and other claims, charges, or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability. Such claims could result in monetary damages or other liability, and any adverse determination, including potentially the requirement for us to indemnify a user, could also harm our brand, which could materially and adversely affect our business, prospects, financial condition and results of operations. While these risks are mitigated, in part, by our contractual rights of indemnification against third-party claims, such indemnification agreements could be determined to be unenforceable or costly to enforce and indemnification under such agreements may otherwise prove inadequate. As a result, any determination that our and/or TPN’s providers are employees could have a material adverse effect on our business, financial condition and results of operations.

Any future litigation against us could be costly and time-consuming to defend.

We may become subject, from time to time, to legal proceedings, payer audits, investigations, and claims that arise in the ordinary course of business such as claims brought by our clients in connection with commercial disputes or employment claims made by our current or former associates. Litigation and audits may result in substantial costs and may divert management’s attention and resources, which may substantially harm our business, financial condition and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our earnings and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the market price of our stock.

Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect proprietary data on consumer behavior.

Consumers may become increasingly resistant to the collection, use and sharing of information online, including information used to deliver and optimize advertising, and take steps to prevent such collection, use and sharing of information. For example, consumer complaints and/or lawsuits regarding online advertising or the use of cookies or other tracking technologies in general and our practices specifically could adversely impact our business.

Consumers can currently opt out of the placement or use of most cookies for online advertising purposes by either deleting or disabling cookies on their browsers, visiting websites that allow consumers to place an opt-out cookie on their browsers, which instructs participating entities not to use certain data about consumers’ online activity for the delivery of targeted advertising, or by downloading browser plug-ins and other tools that can be set to: identify cookies and other tracking technologies used on websites; prevent websites from placing third-party cookies and other tracking technologies on the consumer’s browser; or block the delivery of online advertisements on apps and websites.

We are also subject to evolving EU and UK privacy laws on cookies and e-marketing. In the European Union and the United Kingdom, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the European Union and the United Kingdom, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The General Data Protection Regulation (“GDPR”) also imposes conditions on obtaining valid consent, such as a prohibition

 

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on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand users.

Various software tools and applications have been developed that can block advertisements from a consumer’s screen or allow consumers to shift the location in which advertising appears on webpages or opt out of display, search and internet-based advertising entirely. In particular, Apple’s mobile operating system permits these technologies to work in its mobile Safari browser. In addition, changes in device and software features could make it easier for internet users to prevent the placement of cookies or to block other tracking technologies. In particular, the default settings of consumer devices and software may be set to prevent the placement of cookies unless the user actively elects to allow them. For example, Apple’s Safari browser currently has a default setting under which third-party cookies are not accepted and users must activate a browser setting to enable cookies to be set, and Apple has announced that its new mobile operating system will require consumers to opt in to the use of Apple’s resettable device identifier for advertising purposes. Various industry participants have worked to develop and finalize standards relating to a mechanism in which consumers choose whether to allow the tracking of their online search and browsing activities, and such standards may be implemented and adopted by industry participants at any time.

If consumer sentiment regarding privacy issues or the development and deployment of new browser solutions or other Do Not Track mechanisms result in a material increase in the number of consumers who choose to opt out or block cookies and other tracking technologies or who are otherwise using browsers where they need to, and fail to, allow the browser to accept cookies, or otherwise result in cookies or other tracking technologies not functioning properly, our ability to advertise effectively and conduct our business, and our results of operations and financial condition would be adversely affected.

Changes in U.S. tax laws could adversely affect our operating results and financial condition.

The United States enacted tax reform legislation in 2017 (the “Tax Cuts and Jobs Act of 2017”) that, among other things, reduces the U.S. federal corporate income tax rate to 21%, imposes significant limitations on the deductibility of interest and executive compensation, allows for the expensing of capital expenditures, limits the deduction for net operating losses (“NOLs”) to 80% of current year taxable income in respect of losses arising in taxable years beginning after 2017, and modifies or repeals many business deductions and credits. The reduction in the U.S. federal corporate income tax rate is expected to be beneficial to us in future years in which we have net income subject to U.S. tax. The reduction in the U.S. federal corporate income tax rate also resulted in a remeasurement of our deferred tax assets and liabilities. There was no net impact on our deferred tax assets as we maintain a full valuation allowance. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act contains certain tax provisions, including provisions that retroactively and/or temporarily suspend or relax in certain respects the application of certain provisions, such as the limitations on the deduction of NOLs and interest, in the Tax Cuts and Jobs Act of 2017.

There are a number of uncertainties and ambiguities as to the interpretation and application of many of the provisions in the Tax Cuts and Jobs Act of 2017 and the CARES Act. In the absence of guidance on these issues, we will use what we believe are reasonable interpretations and assumptions in interpreting and applying the Tax Cuts and Jobs Act of 2017 and the CARES Act, which may change as we receive additional clarification and implementation guidance. It is also possible that the Internal Revenue Service could issue subsequent guidance or

 

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take positions on audit that differ from the interpretations and assumptions that we previously made, which could have a material adverse effect on our cash tax liabilities, results of operations and financial condition.

Certain U.S. state and local tax authorities may assert that we have a nexus with such states or localities and may seek to impose state and local income taxes on our income allocated to such state and localities.

There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon income or gross receipts allocable to such states or localities. States and localities are becoming increasingly aggressive in asserting nexus for state and local income tax purposes. We could be subject to additional state and local income taxation, including penalties and interest attributable to prior periods, if a state or local tax authority in a state or locality where we do not currently file an income tax return successfully asserts that our activities give rise to nexus for state income tax purposes. Such tax assessments, penalties and interest may adversely affect our cash tax liabilities, results of operations and financial condition.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use or similar taxes for virtual behavioral health services which could adversely affect our results of operations.

State taxing authorities may assert that we had economic nexus with their state and were required to collect sales and use or similar taxes with respect to past or future services that we have provided or will provide, which could result in tax assessments and penalties and interest. The assertion of such taxes against us for past services, or any requirement that we collect sales taxes on its provision of future services, could have a material adverse effect on our business, cash tax liabilities, results of operations, and financial condition.

Our ability to use our net operating losses and certain other attributes may be subject to certain limitations.

As of December 31, 2019, we had $82 million of U.S. federal and $90 million of state net operating loss. Certain of our U.S. federal and state net operating loss carryforwards may be carried forward indefinitely, while other of these loss carryforwards are subject to expiration (beginning in 2032). It is possible that we will not generate taxable income in time to use these net operating loss carryforwards before their expiration (or that we will not generate taxable income at all). Under the Tax Cuts and Jobs Act of 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to these in federal tax laws. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code, respectively, and similar provisions of state law, including limitations that may result from the consummation of the Transactions. Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We have not yet undertaken an analysis of whether the Transactions will give rise to an “ownership change” for purposes of Section 382 and Section 383 of the Internal Revenue Code or whether there are any existing limitations on use with respect to our net operating losses and other tax attributes.

Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.

Our quarterly results of operations, including our revenue, net loss and cash flows, has varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful.

 

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Accordingly, our quarterly results should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following:

 

   

our ability to maintain and grow the number of clients and members on our platform;

 

   

the demand for and types of services that are offered on our platform by providers;

 

   

the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable implementation timelines;

 

   

the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

 

   

our ability to effectively manage the size and composition of our network of healthcare providers relative to the level of demand for services from our members and our clients’ members and patients;

 

   

our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors;

 

   

client and member renewal rates and the timing and terms of client and member renewals;

 

   

changes to our pricing model;

 

   

our ability to introduce new features and services and enhance our existing platform and our ability to generate significant revenue from new features and services;

 

   

the mix of products and services sold during a period;

 

   

the impact of outages of our platform and associated reputational harm;

 

   

security or data privacy breaches and associated remediation costs;

 

   

the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and

 

   

the COVID-19 pandemic.

Most of our revenue in any given quarter is derived from contracts entered into with our clients during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales of and market demand for our solution, and potential changes in our rate of renewals or renewal terms, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our total revenue through additional sales in any period, as revenue from new clients must be recognized over the applicable term of the contract. Accordingly, the effect of changes in the industry impacting our business or changes we experience in our new sales may not be reflected in our short-term results of operations. Any fluctuation in our quarterly results may not accurately reflect the underlying performance of our business and could cause a decline in the trading price of our securities.

We depend on our senior management team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled, very large and diverse employees could adversely affect our business.

Our success depends largely upon the continued services of our key members of senior management. These members of senior management are at-will employees and therefore they may terminate employment with us at any time with no advance notice. We also rely on our leadership team in the areas of research and development, marketing, services and general and administrative functions. From time to time, there may be changes in our management team resulting from the hiring or departure of executives, which could disrupt our business. The

 

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replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. Our business would also be adversely affected if we fail to adequately plan for succession of our executives and senior management; or if we fail to effectively recruit, integrate, retain and develop key talent and/or align our talent with our business needs, in light of the current rapidly changing environment. While we have succession plans in place and we have employment arrangements with a limited number of key executives, these do not guarantee that the services of these or suitable successor executives will continue to be available to us.

Our success is dependent on our ability to align our talent with our business needs, engage our employees and inspire our employees to be open to change, to innovate and to maintain member- and client-focus when delivering our services. To continue to execute our growth strategy, we also must attract and retain highly skilled personnel. Competition is intense for qualified professionals. We may not be successful in continuing to attract and retain qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in the healthcare market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, as we expand internationally, we face the challenge of recruiting, integrating, educating, managing, retaining and developing a more culturally diverse workforce.

In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the stock options or other equity instruments they are to receive in connection with their employment. Volatility in the price of our stock may, therefore, adversely affect our ability to attract or retain highly skilled personnel. Further, the requirement to expense stock options and other equity instruments may discourage us from granting the size or type of stock option or equity awards that job candidates require to join our company. Failure to attract new personnel or failure to retain and motivate our current personnel, could have a material adverse effect on our business, financial condition and results of operations.

We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could have a material adverse effect on our business, financial condition and results of operations.

We intend to seek to acquire or invest in businesses, software-based products and services or technologies that we believe could complement or expand our solution, enhance our technical capabilities or otherwise offer growth opportunities. To pursue this strategy successfully, we must identify attractive acquisition or investment opportunities and successfully complete transactions, some of which may be large and complex. We may not be able to identify or complete attractive acquisition or investment opportunities due to, among other things, the intense competition for these transactions. If we are not able to identify and complete such acquisition or investment opportunities, our future results of operations and financial condition may be adversely affected. Additionally, the pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, but not limited to:

 

   

inability to integrate or benefit from acquired technologies or services in a profitable manner;

 

   

unanticipated costs or liabilities associated with the acquisition;

 

   

difficulty integrating the accounting systems, operations and personnel of the acquired business;

 

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difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

 

   

difficulty converting the clients of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;

 

   

diversion of management’s attention from other business concerns;

 

   

adverse effects to our existing business relationships with business partners and clients as a result of the acquisition;

 

   

the potential loss of key employees;

 

   

use of resources that are needed in other parts of our business; and

 

   

use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which generally must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations. In addition, if an acquired business fails to meet our expectations, our business, financial condition and results of operations may suffer.

Economic uncertainties or downturns in the general economy or the industries in which our clients operate could disproportionately affect the demand for our solution and negatively impact our results of operations.

General worldwide economic conditions have experienced significant downturns during the last ten years, and market volatility and uncertainty remain widespread, making it potentially very difficult for our clients and

us to accurately forecast and plan future business activities. During challenging economic times, our clients may have difficulty gaining timely access to sufficient credit or obtaining credit on reasonable terms, which could impair their ability to make timely payments to us and adversely affect our revenue. If that were to occur, our financial results could be harmed. Further, challenging economic conditions may impair the ability of our clients to pay for the software-based products and services they already have purchased from us and, as a result, our write-offs of accounts receivable could increase. We cannot predict the timing, strength or duration of any economic slowdown or recovery. If the condition of the general economy or markets in which we operate worsens, our business could be harmed.

Risks Related to Talkspace’s Legal and Regulatory Environment

Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.

Our ability to conduct telehealth and teletherapy services in a particular jurisdiction is directly dependent upon the applicable laws governing remote care, the practice of medicine and healthcare delivery in general in such location, which are subject to changing political, regulatory and other influences. With respect to telehealth and teletherapy services, in the past, state medical boards have established new rules or interpreted existing rules in a manner that has limited or restricted our ability to conduct our business as it was conducted in other states. Some of these actions have resulted in the suspension or modification of our telehealth and teletherapy operations in certain states. However, the extent to which a jurisdiction considers particular actions or relationships to comply with the applicable standard of care is subject to change and to evolving interpretations by (in the case of U.S. states) medical boards and state attorneys general, among others, each with broad discretion. Accordingly, we

 

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must monitor our compliance with the law in every jurisdiction in which we operate, on an ongoing basis, and we cannot provide assurance that our activities and arrangements, if challenged, will be found to be in compliance with the law. Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth and teletherapy services, it is uncertain how long the relaxed policies will remain in effect, and, there can be no guarantee that once the COVID-19 pandemic is over that such restrictions will not be reinstated or changed in a way that adversely affects our business.

Additionally, it is possible that the laws and rules governing the practice of medicine and the practice of pharmacy, including remote care, in one or more jurisdictions may change in a manner deleterious to our business. For instance, a few states have imposed different, and, in some cases, additional, standards regarding the provision of services via telehealth and teletherapy. Some states impose strict standards on using telehealth and teletherapy to prescribe certain classes of controlled substances that can be commonly used to treat behavioral health disorders. The unpredictability of this regulatory landscape means that sudden changes in policy regarding standards of care and reimbursement are possible. If a successful legal challenge or an adverse change in the relevant laws were to occur, and we or our affiliated medical group were unable to adapt our business model accordingly, our operations in the affected jurisdictions would be disrupted, which could have a material adverse effect on our business, financial condition and results of operations.

Evolving government regulations may result in increased costs or adversely affect our results of operations.

In a regulatory climate that is uncertain, our operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. Compliance with these future laws and regulations may require us to change our practices at an undeterminable and possibly significant initial monetary and recurring expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on our results of operations. We have identified what we believe are the areas of government regulation that, if changed, would be costly to us. These include rules governing the practice of medicine by physicians; laws relating to licensure requirements for physicians and other licensed health professionals; laws limiting the corporate practice of medicine and professional fee-splitting; laws governing the issuances of prescriptions in an online setting; cybersecurity and privacy laws; and laws and rules relating to the distinction between independent contractors and employees. There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us.

In the jurisdictions in which we operate, even where we believe we are in compliance with all applicable laws, due to the uncertain regulatory environment, certain jurisdictions may determine that we are in violation of their laws. In the event that we must remedy such violations, we may be required to modify our services and products in a manner that undermines our solution’s attractiveness to our clients, members or providers or experts, we may become subject to fines or other penalties or, if we determine that the requirements to operate in compliance in such jurisdictions are overly burdensome, we may elect to terminate our operations in such places. In each case, our revenue may decline and our business, financial condition and results of operations could be materially adversely affected.

Additionally, the introduction of new services may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate licenses or certificates, increasing our security measures and expending additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of our products or services from being offered to members and clients, or their members and patients, which could have a material adverse effect on our business, financial condition and results of operations.

 

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We are dependent on our relationships with affiliated professional entities, which we do not own, to provide physician and other professional services, and our business, financial condition and our ability to operate in certain jurisdictions would be adversely affected if those relationships were disrupted or if our arrangements with our providers or clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.

We are in the process of transitioning to a structure where we will enter into various agreements with a Texas professional association entity, Talkspace Provider Network, PA (“TPN”), which in turn will contract with our affiliated professional entities and physicians, therapists, and other licensed professionals for clinical and professional services provided to our members. Once this structure is implemented, there is a risk that U.S. state authorities in some jurisdictions may find that these contractual relationships with professional entities, physicians and other healthcare providers providing telehealth and teletherapy violate laws prohibiting the corporate practice of medicine and professional fee splitting. These laws generally prohibit the practice of medicine by lay persons or entities and prohibit us from employing physicians and certain licensed professionals, directing the clinical practice of physicians and certain licensed professionals, holding an ownership interest in an entity that employs physicians and certain licensed professionals or from engaging in certain financial arrangements, such as splitting professional fees with physicians and certain licensed professionals. The laws are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing a healthcare provider’s professional judgment. The extent to which each state considers particular actions or contractual relationships to constitute improper influence of professional judgment varies across the states and is subject to change and to evolving interpretations by state boards of medicine and professional counselors and therapists, and state attorneys general, among others. As such, we must monitor our compliance with applicable laws in every jurisdiction in which we operate on an ongoing basis and we cannot guarantee that subsequent interpretation of the corporate practice of medicine or fee splitting laws will not circumscribe our business operations.

TPN will contract with therapists and other licensed professionals or enter into agreements with our affiliated professional entities, physicians, therapists and other licensed professionals for the clinical and professional services provided to our members. We do not own TPN or the professional entities with which it will contract. TPN is owned by an independent Texas-licensed physician, and the other professional entities will be owned by physicians qualified to own such professional entities in the respective states. Once fully implemented, we expect that these relationships will continue, however, we cannot guarantee that they will. A material change in our relationship with TPN or among TPN and the contracted professional entities, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to members as we intend under the transitioned structure and could have a material adverse effect on our business, financial condition, and results of operations.

State corporate practice of medicine doctrines also often impose penalties on physicians themselves for aiding the corporate practice of medicine, which could discourage physicians from participating in our network of providers. Due to the prevalence of the corporate practice of medicine doctrine, including in states where we conduct our business, we are in the process of finalizing certain agreements with TPN, which is a 100% physician-owned independent entity. One such agreement is a management services agreement with TPN, pursuant to which TPN reserves exclusive control and responsibility for all aspects of the practice of medicine and the delivery of medical services and we provide non-clinical management and administrative services in exchange for a fee. The other professional entities, physicians, therapists and other licensed professionals who will provide clinical and professional services to our members through contracts with TPN will also retain exclusive control and responsibility for all aspects of medical services provided to our members. Although we seek to substantially comply with applicable state prohibitions on the corporate practice of medicine and fee splitting, state officials who administer these laws or other third parties may successfully challenge our organization and contractual arrangements with our providers once implemented. If such a claim were successful, we could be subject to civil and criminal penalties and could be required to restructure or terminate the applicable contractual arrangements. A determination that these arrangements violate state statutes, or our inability to

 

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successfully restructure our relationships with our providers to comply with these statutes, could eliminate clients located in certain states from the market for our services. Furthermore, the arrangements we are in the process of finalizing or will enter into to comply with state corporate practice of medicine doctrines and fee splitting laws could subject us to additional scrutiny by federal and state regulatory bodies regarding federal and state fraud and abuse laws. Any scrutiny, investigation, adverse determination or litigation with regard to our arrangements with TPN and our affiliated professional entities could have a material adverse effect on our business, financial condition, and results of operations.

The impact on us of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations.

The impact on us of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations. Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending, reimbursement and policy. The healthcare industry is subject to changing political, regulatory and other influences. The Affordable Care Act in 2010 made major changes in how healthcare is delivered and reimbursed, and it increased access to health insurance benefits to the uninsured and underinsured population of the United States.

Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA as well as recent efforts by the Trump administration to repeal or replace certain aspects of the ACA. For example, the Tax Cuts and Jobs Act of 2017 was enacted, which includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” Since the enactment of the Tax Cuts and Jobs Act of 2017, there have been additional amendments to certain provisions of the ACA. We expect with the anticipated changes to the U.S. presidency and Congress, there will likely be additional changes to the ACA and/or repeal or replacement of certain changes implemented by the Trump administration. It is uncertain the extent to which any such changes may impact our business or financial condition. President Joe Biden and Congress may consider other legislation to change elements of the ACA. In December 2019, a federal appeals court held that the individual mandate portion of the ACA was unconstitutional and left open the question whether the remaining provisions of the ACA would be valid without the individual mandate. On November 10, 2020, the U.S. Supreme Court heard oral arguments and is in the process of reviewing this case. A decision is expected in 2021. We continue to evaluate the effect that the ACA and its possible modification or repeal and replacement has on our business. It is uncertain the extent to which any such changes may impact our business or financial condition.

Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of up to 2% per fiscal year pursuant to the Budget Control Act of 2011 and subsequent laws, which began in 2013 and will remain in effect through 2029, with the exception of a temporary suspension from May 1, 2020 through March 31, 2021, unless additional Congressional action is taken. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect consumer demand and affordability for our products and services and, accordingly, the results of our financial operations. Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015 (MACRA) which first affected physician payment in 2019. At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement.

 

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Such changes in the regulatory environment may also result in changes to our payer mix that may affect our operations and revenue. In addition, certain provisions of the ACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services and post-acute services for episodes of hospital care. Further, the ACA may adversely affect payers by increasing medical costs generally, which could have an effect on the industry and potentially impact our business and revenue as payers seek to offset these increases by reducing costs in other areas. Certain of these provisions are still being implemented and the full impact of these changes on us cannot be determined at this time.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third party payers will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.

We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.

Although our services are not currently reimbursed by government healthcare programs such as Medicare or Medicaid, any future reimbursement from federal and/or state healthcare programs could expose our business to broadly applicable fraud and abuse laws and other healthcare laws and regulations that would regulate the business. The U.S. healthcare industry is heavily regulated and closely scrutinized by federal and state governments. Comprehensive statutes and regulations govern the manner in which we and our affiliated professional entities may provide and bill for services and collect reimbursement from governmental programs and private payers, our contractual relationships with TPN and its corresponding relationship with its contracted providers, vendors and clients, our marketing activities and other aspects of our operations. Applicable and potentially applicable U.S. federal and state healthcare laws and regulations include, but are not limited, to the following:

 

   

the federal physician self-referral law, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory exceptions apply, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services. Sanctions for violating the Stark Law include denial of payment, civil monetary penalties of up to $25,820 per claim submitted and exclusion from the federal health care programs. Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the FCA. The statute also provides for a penalty of up to $172,137 for a circumvention scheme;

 

   

the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. Remuneration has been interpreted broadly to be anything of value, and could include compensation, discounts, or free marketing services. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. Violations of the federal Anti-Kickback Statute may result

 

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in civil monetary penalties up to $104,330 for each violation, plus up to three times the remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act. Violations can also result in criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to 10 years. Similarly, violations can result in exclusion from participation in government healthcare programs, including Medicare and Medicaid;

 

   

the criminal healthcare fraud provisions of the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations, which we collectively refer to as HIPAA, and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

 

   

HIPAA, which also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of PHI;

 

   

the federal False Claims Act that imposes civil and criminal liability, including treble damages and mandatory minimum penalties of $11,665 to $23,331 per false claim or statement, on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits. A claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

 

   

the federal Civil Monetary Law prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

 

   

similar state law provisions pertaining to Anti-Kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any third party payer, including commercial insurers or services paid out-of-pocket by patients;

 

   

state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians;

 

   

the Federal Trade Commission Act and federal and state consumer protection, advertisement and unfair competition laws, which broadly regulate marketplace activities and activities that could potentially harm consumers, including information practices;

 

   

laws that regulate debt collection practices as applied to our debt collection practices;

 

   

a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments; and

 

   

federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide physician and other professional services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs, as well as state insurance laws.

Because of the breadth of these laws and the need to fit certain activities within one of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment, loss of enrollment status and, if in the future we provide services reimbursable by government healthcare programs, exclusion from the Medicare and Medicaid programs. The risk of our being

 

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found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity.

The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.

Our use and disclosure of personally identifiable information, including PHI, personal data, and other health information, is subject to state, federal or other privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and member bases and revenue.

The privacy and security of personally identifiable information (“PII”) stored, maintained, received or transmitted electronically is an enforcement priority in the United States and abroad. While we strive to comply with all applicable privacy and security laws and regulations, as well as our own posted privacy policies, legal standards for privacy, including but not limited to “unfairness” and “deception,” as enforced by the FTC and state attorneys general, any failure or perceived failure to comply with such requirements may result in proceedings or actions against us by government entities or private parties, or could cause us to lose clients or members, any of which could have a material adverse effect on our business. Recently, there has been an increase in public awareness of privacy issues in the wake of revelations about the activities of various government agencies and in the number of private privacy-related lawsuits filed against companies. Any allegations about our practices with regard to the collection, use, disclosure, or security of personally identifiable information or other privacy-related matters, even if unfounded and even if we are in compliance with applicable laws, could damage our reputation and harm our business.

We also publish statements to our clients and members that describe how we handle and protect personal information. If federal or state regulatory authorities or private litigants consider any portion of these statements to be inaccurate, incomplete, or not fully implemented, we may be subject to claims of deceptive practices or other violation of law, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims and complying with regulatory or court orders.

Numerous federal and state laws and regulations govern collection, storage, dissemination, use, retention, transfer, disposal, security and confidentiality of personally identifiable health information, including HIPAA; U.S. state privacy, security and breach notification and healthcare information laws; the California Consumer Protection Act (“CCPA”); and other data protection laws.

HIPAA establishes a set of basic national privacy and security standards for the protection of PHI, to covered entities, including certain types of health care providers and their service providers that access PHI, known as business associates. HIPAA requires covered entities and business associates to maintain policies and procedures governing PHI that is used or disclosed, and to implement administrative, physical and technical safeguards to protect PHI, including PHI maintained, used and disclosed in electronic form. These safeguards include employee training, identifying business associates with whom covered entities need to enter into HIPAA-compliant contractual arrangements and various other measures. Ongoing implementation and oversight of these measures involves significant time, effort and expense. While we undertake substantial efforts to secure the PHI

 

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we maintain, use and disclose in electronic form, a cyber-attack or other intrusion that bypasses our information security systems causing an information security breach, loss of PHI, confidential member information, or other data subject to privacy laws or a material disruption of our operational systems could result in a material adverse impact on our business, along with potentially substantial fines and penalties. When acting as a service provider to licensed therapists or employee assistance programs (group health plans), we are considered a business associate under HIPAA. In a some instances we may be considered a covered entity under HIPAA where our own employees are providing direct therapeutic care.

HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims. Additionally, HIPAA imposes mandatory penalties for certain violations. Penalties for such violations of HIPAA and its implementing regulations include civil monetary penalties of up to $59,522 per violation, not to exceed approximately $1.8 million for violations of the same standard in a single calendar year (as of 2020, and subject to periodic adjustments for inflation). However, a single breach incident can result in violations of multiple standards, which could result in significant fines. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty of up to $50,000 and up to one-year of imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations and prospects. In addition, HIPAA mandates that the Secretary of the U.S. Department of Health and Human Services (“HHS”) conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

Further, the U.S. federal government and various states and governmental agencies have adopted or are considering adopting various laws, regulations and standards regarding the collection, use, retention, security, disclosure, transfer and other processing of sensitive and personal information. For example, California implemented the California Consumer Privacy Act, or CCPA, which came into effect on January 1, 2020, and to which we are subject. The CCPA imposes obligations and restrictions on businesses regarding their collection, use, processing, retaining and sharing of personal information and provides new and enhanced data privacy rights to California residents. Specifically, the CCPA mandates that covered companies provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information. The CCPA provides for civil penalties for violations, which could result in statutory penalties of up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional. The CCPA also provides a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. Protected health

 

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information that is subject to HIPAA is excluded from the CCPA; however, information we hold about individual residents of California that is not subject to HIPAA would be subject to the CCPA. Because the CCPA is relatively new, there is still some uncertainty about how HIPAA and other exceptions may be applied under the CCPA. Furthermore, California voters approved the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal information. The CPRA will come into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022.

With laws and regulations such as HIPAA, the CCPA, and the CPRA imposing relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations to our business, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so.

Moreover, California implemented the California Confidentiality of Medical Information Act, which imposes restrictive requirements regulating the use and disclosure of health information and other personally identifiable information. These laws and regulations are not necessarily preempted by HIPAA, particularly if a state affords greater protection to individuals than HIPAA. Where state laws are more protective, we have to comply with the stricter provisions. In addition to fines and penalties imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information has been misused, such as the CCPA.

There are many other state-based data privacy and security laws and regulations that may impact our business. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing practices and policies, divert resources from other initiatives and projects and could restrict the way services involving data are offered, all of which may adversely affect our results of operations. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. State laws are changing rapidly and there is discussion in Congress of a new federal data protection and privacy law to which we may be subject.

The interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additional expense, adverse publicity and liability. Further, as regulatory focus on privacy issues continues to increase and laws and regulations concerning the protection of personal information expand and become more complex, these potential risks to our business could intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as PHI or PII, along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our services, decrease demand for our services, reduce our revenue and/or subject us to additional liabilities.

There are numerous foreign laws, regulations and directives regarding privacy and the collection, storage, transmission, use, processing, disclosure and protection of PII and other personal or customer data, the scope of which is continually evolving and subject to differing interpretations. If we provide services to members outside the United States, we may be subject to such laws, regulations, directives and obligations in relation to processing of personal data in our customer contracts, and we may be subject to significant consequences, including penalties, fines and contractual liability, for our failure to comply. While we have not undertaken a comprehensive review of the GDPR applicability to our business given we only have very small number of users from that region, the GDPR imposes stringent data protection requirements, with enhanced obligations on the processing of sensitive data, including information that relates to mental health, and provides for severe penalties for breach, which could be imposed directly in connection with future European operations. EU Member States are also able to legislate separately on sensitive data (i.e. mental health), and we must comply with these local laws where we operate. European data protection law also imposes strict rules on the transfer of personal data out of the EEA to the United States that are currently the subject of draft guidance. Following its departure from the

 

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EU, the United Kingdom has its own national legislation that imposes similar obligations and penalties to the GDPR. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices. The relationship between the UK and the EU in relation to certain aspects of data protection law, particularly transfers of personal data (on expiry of the current grace period on June 30, 2021, unless terminated earlier), remains unsettled following the Brexit Trade and Cooperation Agreement and regulatory changes in both the EU and UK may lead to additional compliance costs and could increase our overall risk. Failure to comply with the requirements of the GDPR and the applicable national data protection laws of the EU and European Economic Area (“EEA”) member states or the UK may result in fines of up to €20,000,000 (or £17.5 million in the UK) or up to 4% of the total worldwide annual revenue of Talkspace of the preceding financial year under each regime, whichever is higher, and other administrative penalties.If we provide services outside the United States, we must may need to comply with such laws, regulations and directives and we may be subject to significant consequences, including penalties and fines, for our failure to comply. For example, the European Commission has enacted the General Data Protection Regulation (“GDPR”), that became effective in May 2018 for controllers and processors of personal data, which imposes more stringent data protection requirements and provides for severe penalties for breach, which could be imposed directly in connection with future European operations. Failure to comply with the requirements of GDPR and the applicable national data protection laws of the EU and European Economic Area (“EEA”) member states may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual revenue of Talkspace of the preceding financial year, whichever is higher, and other administrative penalties. To comply with the GDPR we may be required to put in place additional mechanisms policies and procedures ensuring compliance. European data protection law also imposes strict rules on the transfer of personal data out of the EEA to the United States that are currently the subject of draft guidance. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices. Moreover, following the United Kingdom’s (“UK”) withdrawal from the EU, we have to comply with the GDPR and separately the GDPR as implemented in the UK, each regime having the ability to fine up to the greater of €20 million (£17 million) or 4% of global turnover. The relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear, e.g. how data transfers between EU member states and the UK will be treated. These changes may lead to additional compliance costs and could increase our overall risk. Furthermore, any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of client and member confidence, damage to our brand and reputation, and a loss of clients and/or members, any of which could have an adverse effect on our business.

Because of the breadth of these laws and the narrowness of their exceptions and safe harbors, it is possible that our business activities can be subject to challenge under one or more of such laws. The applicability, scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Federal, state and foreign enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers and of processing of health data generally, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Any such investigations, prosecutions, convictions or settlements could result in significant financial penalties, damage to our brand and reputation, and a loss of clients and/or members, any of which could have an adverse effect on our business.

In addition, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of our users’ content, or regarding the manner in which the express or implied consent of users for the collection, use, retention or disclosure of such content is obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process user data or develop new services and features. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

 

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Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

Because of the extreme sensitivity of the information which we receive, store and transmit on behalf of therapists, clients, and others, the security features of our technology platform are very important. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. Hackers and data thieves are increasingly sophisticated and operating large-scale and complex automated attacks. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures, develop additional protocols and/or to investigate and remediate any information security vulnerabilities.

If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and member data, including PHI and PII. As a result, our reputation could be severely damaged, adversely affecting client and member confidence. Members may curtail their use of or stop using our services or our client base could decrease, which would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to clients or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations..

We outsource important aspects of the storage and transmission of client and member information, and thus rely on third parties to manage functions that have material cyber-security risks. We attempt to address these risks by requiring outsourcing subcontractors who handle client and member information to sign agreements contractually requiring those subcontractors to adequately safeguard PII and PHI to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors to undergo third-party security examinations. In addition, we periodically hire third-party security experts to assess and test our security posture. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of client and members’ proprietary and protected health information.

Due to applicable laws and regulations or contractual obligations, we may be held responsible for any information security failure or cyber-attack attributed to our vendors as they relate to the information we share with them. In addition, because we do not control our vendors and our ability to monitor their data security is limited, we cannot ensure the security measures they take will be sufficient to protect confidential, proprietary, or sensitive data, including personal data. We are at risk of a cyber-attack involving a vendor or other third party, which could result in a breakdown of such third party’s data protection processes or the cyber-attackers gaining access to our information systems or data through the third party. Regardless of whether an actual or perceived cyber-attack is attributable to us or our vendors, such an incident could, among other things, result in improper disclosure of information, harm our reputation and brand, reduce the demand for our products and services, lead to loss of client confidence in the effectiveness of our security measures, disrupt normal business operations or

 

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result in our systems or products and services being unavailable. In addition, it may require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to uninsured liability, increase our risk of regulatory scrutiny, expose us to legal liabilities, including litigation, regulatory enforcement, indemnity obligations or damages for contract breach, divert the attention of management from the operation of our business and cause us to incur significant costs, any of which could affect our financial condition, operating results and our reputation. Moreover, there could be public announcements regarding any such incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could, among other things, have a substantial adverse effect on the price of our common stock. In addition, our remediation efforts may not be successful and any failure related to these activities could result in significant liability and/or have a material adverse effect on our business, reputation and financial condition.

We may be exposed to compliance obligations and risks under anti-corruption, export controls and economic sanctions laws and regulations of the United States and applicable non-U.S. jurisdictions, and any instances of noncompliance could have a material adverse effect on our reputation and the results of our operations.

Expansion of our operations into markets outside the United States is one of our strategies for the future growth of our business. In connection with those plans, we may be or may become subject to compliance obligations under anti-corruption laws and regulations imposed by governmental authorities around the world with jurisdiction over our operations, which may include the FCPA, as well as the anti-corruption laws and regulations of other jurisdictions where we conduct business. These laws and regulations apply to companies, directors, officers, employees and agents, and may impact the way we conduct our operations, trade practices, investment decisions and partnering activities. Where they apply, the FCPA and the U.K. Bribery Act of 2010 (the “UK Bribery Act”) prohibit us and our officers, directors and employees, as well as any third parties acting on our behalf, including joint venture partners and agents, from corruptly offering, promising, authorizing or providing anything of value to public officials or other persons for the purpose of influencing official decisions or obtaining or retaining business or otherwise obtaining an improper business benefit. As part of our business, we may deal with non-U.S. governments and state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA.

In connection with our planned expansion of our international operations, we will become subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and agents into contact with public officials responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations. Our business also will need to be conducted in compliance with applicable export controls and economic sanctions laws and regulations, including those of the U.S. government, the governments of other countries in which we operate or plan to operate in or conduct business and various multilateral organizations. Such laws and regulations include, without limitation, those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other relevant sanctions authorities. Our provision of services to persons located outside the United States may be subject to certain regulatory prohibitions, restrictions or other requirements, including certain licensing or reporting requirements pursuant to export controls and economic sanctions laws and regulations. Our provision of services outside of the United States exposes us to the risk of violating, or being accused of violating, anti-corruption, exports controls and economic sanctions laws and regulations. Though we have implemented an anti-corruption policy, as well as formal training and monitoring programs, we cannot ensure that our policies and procedures will always protect us from risks associated with any unlawful acts carried out by our employees or agents. Violations of anti-corruption, exports controls or economic sanctions laws and regulations may expose us to reputational harm, as well as significant civil and criminal penalties, including monetary fines, imprisonment, disgorgement of profits, injunctions, suspension or debarment from government contracts, and other remedial measures. Investigations of alleged violations can be expensive and disruptive to our operations. Violations could have a material adverse effect on our reputation, business, financial condition and results of operations.

 

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Risks Related to Talkspace’s Intellectual Property

Any failure to protect, enforce or defend our intellectual property rights could impair our ability to protect our technology and our brand.

Our success depends in part on our ability to maintain, protect and enforce our intellectual property and other proprietary rights. We rely upon a combination of trademark, patent and trade secret laws, as well as license and access agreements and other contractual provisions, to protect our intellectual property rights. These laws, procedures and agreements provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, diluted or misappropriated.

We attempt to protect our intellectual property and proprietary information by requiring our employees, consultants and certain of our contractors to execute confidentiality and assignment of inventions agreements. However, we may not obtain these agreements in all circumstances, and individuals with whom we have these agreements may not comply with their terms. The assignment of intellectual property rights under these agreements may not be self-executing or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. In addition, we may not be able to prevent the unauthorized disclosure or use of our technical know-how or other trade secrets by the parties to these agreements despite the existence generally of confidentiality agreements and other contractual restrictions. Monitoring unauthorized uses and disclosures is difficult and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. Additionally, if a competitor lawfully obtains or independently develops the technology we maintain as a trade secret, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position.

Despite our efforts to protect our trade secrets and proprietary technologies, third parties may gain access to our proprietary information. They may also develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our business. Unauthorized parties may also attempt to copy or obtain and use our technology to develop applications with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult and may not be effective. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition and results of operations.

In addition, we use open-source software in connection with our proprietary software and expect to continue to use open-source software in the future. Some open-source licenses require licensors to provide source code to licensees upon request or prohibit licensors from charging a fee to licensees. While we try to insulate our proprietary code from the effects of such open-source license provisions, we cannot guarantee we will be successful. Accordingly, we may face claims from others claiming ownership of, or seeking to enforce the license terms applicable to such open-source software, including by demanding release of the open-source software, derivative works or our proprietary source code that was developed or distributed with such software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for the open-source code change, we may be forced to re-engineer our software or incur additional costs. We cannot assure you that we have not incorporated open-source software into our proprietary software in a manner that may subject our proprietary software to an open-source license that requires disclosure, to clients or members or the public, of the source code to such proprietary software. Any such disclosure would have a negative effect on our business and the value of our proprietary software.

 

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Third parties may challenge the validity of our trademarks and patents or oppose trademark and patent applications. We may not be able to obtain and enforce additional patents to protect our proprietary rights from use by potential competitors. Companies with other patents could require us to stop using or pay to use required technology.

Our commercial success depends in large part on our ability to obtain and maintain intellectual property protection through trademarks, patents, trade secrets and contracts in the United States and other countries with respect to our software and technology. If we do not adequately protect our intellectual property rights, competitors may be able to erode, negate or preempt any competitive advantage we may have, which could harm our business.

We rely on our trademarks, trade name and brand names to distinguish our products and services from the products and services of our competitors, and we have registered or applied to register many of these trademarks. We cannot assure you that any future trademark applications will be approved. Third parties may also oppose our future trademark applications, or otherwise challenge our use of our trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand products or services, which could result in time and expense to re-program our software and websites, loss of brand recognition, and could require us to devote resources to advertising and marketing new brands.

We have applied for, and intend to continue to apply for, patents relating to our software and technology. Such applications may not result in the issuance of any patents, and any patents that may be issued may not provide adequate protection from competition. Furthermore, because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, it is possible that patents issued to us may be challenged successfully and found to be invalid or unenforceable in the future. In that event, any competitive advantage that such patents might provide would be lost. If we are unable to secure or maintain patent coverage, our technology could become subject to competition from the sale of similar competing products.

Competitors may also be able to design around our now held or later issued patents. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of such patents or narrow the scope of our patent protection. If these developments were to occur, we could face increased competition. In addition, filing, prosecuting, maintaining, defending and enforcing patents on our software and technology in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States.

From time to time, patents issued to us relating to our software and technology may be infringed by the products or processes of others. The cost of enforcing patent rights against infringers, if such enforcement is required, could be significant and the time demands could interfere with our normal operations. Efforts to defend our intellectual property rights could incur significant costs and may or may not be resolved in our favor. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our operating results. Regardless of the outcome, the cost and distraction associated with any such enforcement efforts could harm our business.

We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

We could become a party to intellectual property litigation and other infringement proceedings. The cost to us of any intellectual property litigation or other infringement or misappropriation proceeding, even if resolved in our favor, could be substantial. Some of our would-be competitors may sustain the costs of such litigation more effectively than we can because of their greater financial resources.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. Companies in the Internet and technology industries are increasingly bringing and becoming

 

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subject to suits alleging infringement of proprietary rights, particularly patent rights, and our competitors and other third parties may hold patents or have pending patent applications, which could be related to our business. These risks have been amplified by the increase in third parties, which we refer to as non-practicing entities, whose sole or primary business is to assert such claims. Regardless of the merits of any intellectual property litigation, we may be required to expend significant management time and financial resources on the defense of such claims, and any adverse outcome of any such claim or the above referenced review could have a material adverse effect on our business, financial condition or results of operations. We expect that we may receive in the future notices that claim we or our clients using our solution have misappropriated, misused or otherwise infringed other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitors overlaps. Our existing, or any future, litigation, whether or not successful, could be extremely costly to defend, divert our management’s time, attention and resources, damage our reputation and brand and substantially harm our business.

We employ individuals who were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Additionally, in connection with such litigation, our use of such intellectual property could be temporarily or permanently enjoined forcing us to stop using such intellectual property altogether. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

In addition, in most instances, we have agreed to indemnify our clients against certain third-party claims, which may include claims that our solution infringes the intellectual property rights of such third parties. Our business could be adversely affected by any significant disputes between us and our clients as to the applicability or scope of our indemnification obligations to them. The results of any intellectual property litigation to which we may become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

 

   

cease offering or using technologies that incorporate the challenged intellectual property;

 

   

make substantial payments for legal fees, settlement payments or other costs or damages;

 

   

obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or

 

   

redesign technology to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us or any obligation to indemnify our clients for such claims, such payments or costs could have a material adverse effect on our business, financial condition and results of operations.

Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business, financial condition and results of operations.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We encounter technical obstacles from time to time, and it is possible that we may discover additional problems that prevent our proprietary applications from operating properly. If our solution does not function reliably or fails to achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us. This could damage our reputation and impair our ability to attract or maintain clients.

 

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Moreover, data services are complex and those we offer have in the past contained, and may in the future develop or contain, undetected defects or errors. Material performance problems, defects or errors in our existing or new software-based products and services may arise in the future and may result from interface of our solution with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing. These defects and errors, and any failure by us to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential clients from purchasing our solution from us. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition and results of operations.

If we cannot resolve any technical issues in a timely manner, we may lose clients and our reputation may be harmed.

Our clients depend on our support services to resolve any technical issues relating to our solution and services, and we may be unable to respond quickly enough to accommodate short-term increases in member demand for support services, particularly as we increase the size of our client, member and patient bases. We also may be unable to modify the format of our support services to compete with changes in support services provided by competitors. It is difficult to predict member demand for technical support services, and if member demand increases significantly, we may be unable to provide satisfactory support services to our clients. Further, if we are unable to address clients’ needs in a timely fashion or further develop and enhance our solution, or if a client or member is not satisfied with the quality of work performed by us or with the technical support services rendered, then we could incur additional costs to address the situation or be required to issue credits or refunds for amounts related to unused services, and our profitability may be impaired and clients’ dissatisfaction with our solution could damage our ability to expand the number of software-based products and services purchased by such clients. These clients may not renew their contracts, seek to terminate their relationship with us or renew on less favorable terms. Moreover, negative publicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our reputation or ability to compete for new business with current and prospective clients. If any of these were to occur, our revenue may decline and our business, financial condition and results of operations could be adversely affected.

We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third-parties that may not result in the development of commercially viable solutions or the generation of significant future revenues.

In the ordinary course of our business, we may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, partnerships or other arrangements to develop products and to pursue new markets. Proposing, negotiating and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we may also not realize the anticipated benefits of any such transaction or arrangement. In particular, these collaborations may not result in the development of products that achieve commercial success or result in significant revenues and could be terminated prior to developing any products. Additionally, we may not own, or may jointly own with a third party, the intellectual property rights in products and other works developed under our collaborations, joint ventures, strategic alliances or partnerships.

Additionally, we may not be in a position to exercise sole decision making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and our future collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business

 

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interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with any future collaborators, they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we may have limited control over the amount and timing of resources that any future collaborators devote to our or their future products. Disputes between us and our collaborators may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Further, these transactions and arrangements will be contractual in nature and will generally be terminable under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products relating to such transaction or arrangement or may need to purchase such rights at a premium.

Risks Related to HEC and the Business Combination

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to HEC prior to the consummation of the business combination.

The Sponsor and the HEC Insiders have agreed to vote in favor of the business combination, regardless of how HEC’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and the HEC Insiders have agreed to vote any shares of HEC’s common stock owned by them in favor of the Merger Agreement and the Transactions, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor and the HEC Insiders own shares equal to approximately 20% of the issued and outstanding shares of HEC’s common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and the HEC Insiders agreed to vote any shares of HEC’s common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the HEC Board and certain HEC officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the HEC Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus, our stockholders should be aware that the Sponsor and certain directors and officers of HEC have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

 

   

the fact that the Sponsor and the HEC Insiders have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the continued right of the Sponsor to hold Talkspace, Inc. common stock and the shares of Talkspace, Inc. common stock to be issued to the Sponsor upon exercise of its private placement warrants following the Transactions, subject to certain lock-up periods;

 

   

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with

 

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which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

 

   

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

 

   

the fact that the Sponsor and officers and directors of HEC will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

 

   

the fact that the Sponsor and the HEC Insiders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination within the completion window;

 

   

the fact that the Sponsor paid an aggregate of approximately $10,280,000 for its 10,280,000 private placement warrants to purchase shares of HEC’s Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated within the completion window; and

 

   

the fact that at the Closing, the Sponsor will enter into the Registration Rights Agreement with Talkspace, Inc. and certain former stockholders of Talkspace, which provides for, among other things, registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to certain restrictions and customary cut-back provisions with respect to the shares of Talkspace, Inc. common stock or warrants to purchase shares of Talkspace, Inc. common stock held by certain parties following the Closing.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Talkspace, completing a business combination with Talkspace and may influence their operation of Talkspace, Inc. following the business combination. This risk may become more acute as the deadline of June 11, 2022 for completing an initial business combination nears.

In addition, we have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The HEC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the HEC stockholders that they vote “FOR” the proposals presented at the special meeting. In considering the recommendations of the HEC Board to vote for the proposals, its shareholders should consider these interests.

The HEC Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.

The HEC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Transactions. In analyzing the business combination, the HEC Board and management conducted due diligence on Talkspace. The HEC Board reviewed comparisons of selected financial data of Talkspace with its peers in the industry and the financial terms set forth in the Merger Agreement, and concluded that the business combination was in the best interest of HEC’s shareholders. The officers and directors of HEC, including Mr. Braunstein, have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of HEC’s financial and other advisors, including J.P. Morgan Securities LLC

 

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and Citigroup Global Markets Inc, enabled them to perform the necessary analyses and make determinations regarding the Transactions. Accordingly, investors will be relying solely on the judgment of the HEC Board in valuing Talkspace’s business, and assuming the risk that the HEC Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact HEC’s ability to consummate the business combination. For more information on the HEC Board’s decision-making process, see “Proposal No. 1—The Business Combination ProposalHEC’s Board of Directors’ Reasons for Approval of the Transactions.”

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. The Sponsor has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by HEC within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HEC for services rendered or contracted for or products sold to HEC. If HEC consummates a business combination, including the Transactions, on the other hand, HEC will be liable for all such claims. Neither HEC nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to HEC. Please see the section entitled “Other Information Related to HECLiquidation if no Business Combination” for further information.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of the Insiders has an indirect economic interest in the founder shares and private placement warrants purchased by the Sponsor as a result of his or her membership interest in the Sponsor. In addition, Douglas Braunstein and Douglas Bergeron may be deemed to have an indirect economic interest in the founder shares and private placement warrants purchased by the Sponsor as a result of HEC Fund, having membership interests in the Sponsor, and their respective affiliation with such entities. In considering the recommendations of the HEC Board to vote for the business combination proposal and the other proposals described in this proxy statement/prospectus, HEC’s stockholders should consider these interests.

The exercise of HEC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in HEC’s stockholders’ best interest.

In the period leading up to Closing, events may occur that, pursuant to the Merger Agreement, would require HEC to agree to amend the Merger Agreement, to consent to certain actions taken by Talkspace or to waive rights that HEC is entitled to under, or conditions of, the Merger Agreement. Such events could arise because of changes in the course of Talkspace’s business, a request by Talkspace to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Talkspace’s business and would entitle HEC to terminate the Merger Agreement. In any of such circumstances, it would be at HEC’s discretion, acting through the HEC Board, to grant its consent or waive those rights or conditions. The existence of the financial and personal interests of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for HEC and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, HEC does not believe there will be any material changes or waivers that HEC’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. While certain changes could be made without further shareholder approval, HEC will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

 

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If HEC is unable to complete the Transactions or another initial business combination by June 11, 2022, HEC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the HEC Board, dissolving and liquidating. In such event, third parties may bring claims against HEC and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of HEC’s current certificate of incorporation, HEC must complete a business combination before the end of the completion window, or HEC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the HEC Board, dissolving and liquidating. In such event, third parties may bring claims against HEC. Although HEC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of HEC’s public stockholders. If HEC is unable to complete a business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by HEC for services rendered or contracted for or products sold to HEC. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if HEC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if HEC otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, HEC may not be able to return to its public stockholders at least $10.00 per share.

HEC’s stockholders may be held liable for claims by third parties against HEC to the extent of distributions received by them.

If HEC is unable to complete the Transactions or another business combination within the completion window, HEC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the HEC Board, dissolve and liquidate, subject (in the case of  (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. HEC cannot assure you that it will properly assess all claims that may be potentially brought against HEC. As such, HEC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, HEC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by HEC.

If HEC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by HEC’s stockholders. Furthermore, because HEC intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the

 

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time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the HEC Board may be viewed as having breached their fiduciary duties to HEC’s creditors and/or may have acted in bad faith, and thereby exposing itself and HEC to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. HEC cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing HEC stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on HEC’s securities.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding HEC or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of HEC’s common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on HEC’s securities. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting.

HEC’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of Talkspace, Inc. common stock as consideration in the business combination and the PIPE Investment and due to future issuances pursuant to our 2021 Plan. Having a minority share position in Talkspace, Inc. may reduce the influence that HEC’s current stockholders have on the management of Talkspace, Inc.

It is anticipated that, upon the Closing: (i) existing stockholders of Talkspace will own approximately 50.8% of Talkspace, Inc. on a fully diluted net exercise basis; (ii) HEC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 25.1% in Talkspace, Inc. on a fully diluted net exercise basis; (iii) the PIPE Investors will own approximately 18.2% of Talkspace, Inc. on a fully diluted net exercise basis; and (iv) the Sponsor (and its affiliates) will own approximately 5.9% of Talkspace, Inc. on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of HEC’s Class A common stock underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement equals $49 million.

In addition, Talkspace employees, directors and consultants hold, and after the business combination, may be granted, equity awards under the 2021 Plan and/or purchase rights under the ESPP. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Talkspace, Inc. common stock.

The issuance of additional shares of Talkspace, Inc. common stock will significantly dilute the equity interests of existing holders of HEC securities and may adversely affect prevailing market prices for Talkspace, Inc. common stock or public warrants. Having a minority ownership interest in Talkspace, Inc. may reduce the influence that HEC’s current public stockholders have on the management of Talkspace, Inc.

 

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The Sponsor, existing stockholders of Talkspace and the PIPE Investors will beneficially own a significant equity interest in HEC and may take actions that conflict with your interests.

The interests of the Sponsor, existing stockholders of Talkspace and the PIPE Investors may not align with the interests of HEC and its other stockholders. The Sponsor, certain existing stockholders of Talkspace and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with HEC. The Sponsor, existing stockholders of Talkspace and the PIPE Investors, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to HEC’s business and, as a result, those acquisition opportunities may not be available to us. The second amended and restated certificate of incorporation provides that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the PIPE Investors or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than HEC and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of HEC. The second amended and restated certificate of incorporation also provides that certain parties or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than HEC and its subsidiaries) do not have any fiduciary duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as HEC or any of its subsidiaries.

We may issue additional shares of Talkspace, Inc. common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of Talkspace, Inc. common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our 2021 Plan or ESPP, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of Talkspace, Inc. common stock or other equity securities of equal or senior rank could have the following effects:

 

   

your proportionate ownership interest in HEC will decrease;

 

   

the relative voting strength of each previously outstanding share of HEC’s common stock may be diminished; or

 

   

the market price of our shares of HEC stock may decline.

HEC has no operating history and its results of operations and those of Talkspace, Inc. may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

HEC is a blank check company with no operating history or results.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for Talkspace, Inc. The unaudited pro forma condensed combined statement of operations of Talkspace, Inc. combines the historical audited results of operations of HEC for the year ended February 14, 2020 and the unaudited results of HEC for the period ended September 30, 2020, with the historical audited results of operations of Talkspace for the year ended December 31, 2019 and the unaudited results of Talkspace for the nine months ended September 30, 2020, respectively, and gives pro forma effect to the business combination as if it had been consummated on January 1, 2019. The unaudited pro forma condensed combined balance sheet of Talkspace, Inc. combines the historical balance sheets of HEC as of September 30, 2020 and of Talkspace as of September 30, 2020 and gives pro forma effect to the business combination as if it had been consummated on September 30, 2020.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data.

 

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Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of Talkspace, Inc. Accordingly, Talkspace, Inc.’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The announcement of the proposed business combination could disrupt Talkspace’s relationships with its clients, members, providers, business partners and others, as well as its operating results and business generally.

Whether or not the business combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the business combination on Talkspace’s business include the following:

 

   

its employees may experience uncertainty about their future roles, which might adversely affect Talkspace’s ability to retain and hire key personnel and other employees;

 

   

clients, members, providers, business partners and other parties with which Talkspace maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Talkspace or fail to extend an existing relationship or subscription with Talkspace; and

 

   

Talkspace has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Talkspace’s results of operations and cash available to fund its business.

Talkspace’s financial forecasts, which were presented to the HEC Board and are included in this proxy statement/prospectus, may not prove accurate.

In connection with the Transactions, HEC management presented certain forecasted financial information for Talkspace to the HEC Board, which was internally prepared and provided by Talkspace, and adjusted by HEC management to take into consideration the consummation of the Transactions (assuming that no shares of HEC’s Class A common stock are elected to be redeemed by HEC stockholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to Talkspace and HEC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of Talkspace or HEC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Talkspace (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology, general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

 

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HEC and Talkspace have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by HEC if the business combination is not completed.

HEC and Talkspace expect to incur significant transaction and transition costs associated with the business combination and operating as a public company following the Closing. We and Talkspace may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the business combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Talkspace, Inc. following the Closing. Even if the business combination is not completed, HEC expects to incur approximately $49 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by HEC if the business combination is not completed.

Warrants will become exercisable for Talkspace, Inc. common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 16,740,000 shares of Talkspace, Inc. common stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. Further, an additional 2,500,000 warrants may be issued pursuant to the HEC Forward Purchase Agreement, which would be exercisable to purchase an aggregate 1,250,000 shares of Talkspace, Inc. common stock. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the business combination and 12 months from the closing of the HEC IPO. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of Talkspace, Inc. common stock will be issued, which will result in dilution to the holders of Talkspace, Inc. common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Talkspace, Inc. common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “— Even if HEC consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless.”

Even if HEC consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless.

The exercise price for HEC public warrants is $11.50 per share of HEC’s Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. If HEC is unable to complete an initial business combination, HEC’s warrants may expire worthless.

We are not registering the shares of Talkspace, Inc. common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

We are not registering the shares of Talkspace, Inc. common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, to use our best efforts to file a registration statement under the Securities Act covering the issuance of such shares and maintain a current prospectus relating to the shares of HEC’s Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or

 

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the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if Talkspace. Inc. common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Talkspace, Inc. common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Talkspace, Inc. common stock for sale under all applicable state securities laws.

Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of Talkspace whom we expect to stay with the post-combination business following the business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the business combination is dependent upon the efforts of our key personnel, including the key personnel of Talkspace. Although some key personnel may remain with the post-combination business in senior management or advisory positions following the business combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of Talkspace will remain in place.

Talkspace’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Talkspace’s officers could have a material adverse effect on Talkspace’s business, financial condition, or operating results.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on HEC and Talkspace. These uncertainties may impair our or Talkspace’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Talkspace’s business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

   

changes in the valuation of our deferred tax assets and liabilities;

 

   

expected timing and amount of the release of any tax valuation allowances;

 

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tax effects of stock-based compensation;

 

   

costs related to intercompany restructurings;

 

   

changes in tax laws, regulations or interpretations thereof; or

 

   

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Following the Closing, HEC’s only significant asset will be its ownership interest in the Talkspace business and such ownership may not be sufficiently profitable or valuable to enable HEC to pay any dividends on Talkspace, Inc. common stock or satisfy HEC’s other financial obligations.

Following the Closing, HEC will have no direct operations and no significant assets other than its ownership interest in the Talkspace business. HEC will depend on the Talkspace business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to Talkspace, Inc. common stock. The earnings from, or other available assets of, the Talkspace business may not be sufficient to pay dividends or make distributions or loans to enable HEC to pay any dividends on Talkspace, Inc. common stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the business combination. Please see the sections titled “HEC’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources” and “Talkspace’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources” for more information.

Following the Closing, Talkspace, Inc. may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Talkspace, Inc.’s financial condition, results of operations and its stock price, which could cause you to lose some or all of your investment.

Although HEC has conducted due diligence on the Talkspace business, HEC cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Talkspace business and outside of HEC’s and Talkspace’s control will not later arise. As a result of these factors, Talkspace, Inc. may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if HEC’s due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with HEC’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on Talkspace, Inc.’s financial condition and results of operations and could contribute to negative market perceptions about our securities or Talkspace, Inc.

Accordingly, any of HEC’s stockholders or warrant holders who choose to remain stockholders or warrant holders of Talkspace, Inc. following the business combination could suffer a reduction in the value of their shares and warrants. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the business combination contained an actionable material misstatement or material omission.

 

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A market for HEC’s securities may not continue, which would adversely affect the liquidity and price of HEC’s securities.

HEC is currently a blank check company and there has not been a public market for shares of Talkspace common stock since it is a private company. Following the business combination, the price of HEC’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for HEC’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of HEC’s securities after the business combination can vary due to general economic conditions and forecasts, HEC’s general business condition and the release of HEC’s financial reports.

In the absence of a liquid public trading market:

 

   

you may not be able to liquidate your investment in shares of the HEC’s Class A common stock;

 

   

you may not be able to resell your shares of HEC’s Class A common stock at or above the price attributed to them in the business combination;

 

   

the market price of shares of HEC’s Class A common stock may experience significant price volatility; and

 

   

there may be less efficiency in carrying out your purchase and sale orders.

Additionally, if HEC’s securities become delisted from the Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of HEC’s securities may be more limited than if HEC was quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Talkspace, Inc. common stock may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of Talkspace, Inc.’s following the Closing may decline. The market price of Talkspace, Inc. common stock at the time of the business combination may vary significantly from the market price of HEC’s Class A common stock on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which HEC’s stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of HEC’s securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for stock relating to the Talkspace business and trading in shares of HEC’s Class A common stock has not been active. Accordingly, the valuation ascribed to the Talkspace business and HEC’s Class A common stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of Talkspace, Inc. common stock following the business combination may fluctuate substantially and may be lower than the current market price of HEC’s Class A common stock. This may be especially true for companies like ours with a small public float. If an active market for HEC’s securities develops and continues, the trading price of HEC’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of Talkspace, Inc. common stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Talkspace, Inc.’s control and may not be related to Talkspace, Inc.’s operating performance. These fluctuations could cause you to lose all or part of your investment in Talkspace, Inc. common stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in HEC’s securities and HEC’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of HEC’s securities may not recover and may experience a further decline.

 

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Factors affecting the trading price of HEC securities following the business combination may include:

 

   

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

 

   

changes in the market’s expectations about our operating results;

 

   

the public’s reaction to our press releases, other public announcements and filings with the SEC;

 

   

speculation in the press or investment community;

 

   

actual or anticipated developments in Talkspace, Inc.’s business, competitors’ businesses or the competitive landscape generally;

 

   

the operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

 

   

operating and stock price performance of other companies that investors deem comparable to ours;

 

   

changes in laws and regulations affecting Talkspace, Inc.’s business;

 

   

commencement of, or involvement in, litigation involving Talkspace, Inc.;

 

   

changes in Talkspace, Inc.’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of Talkspace, Inc. common stock available for public sale;

 

   

any major change in Talkspace, Inc.’s board of directors or management;

 

   

sales of substantial amounts of Talkspace, Inc. common stock by our directors, officers or significant stockholders or the perception that such sales could occur;

 

   

general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

 

   

other risk factors listed under “Risk Factors.

Broad market and industry factors may materially harm the market price of HEC’s securities irrespective of HEC’s operating performance. The stock market in general and the Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of HEC’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to HEC’s could depress HEC’s stock price regardless of HEC’s business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of Talkspace, Inc. common stock, regardless of HEC’s actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of HEC’s securities also could adversely affect HEC’s ability to issue additional securities and HEC’s ability to obtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

 

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HEC’s quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to a variety of factors, some of which are beyond HEC’s control, resulting in a decline in HEC’s stock price.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/prospectus. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following June 11, 2025, the fifth anniversary of the HEC IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Talkspace, Inc. common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Talkspace, Inc. common stock less attractive because we rely on these exemptions. If some investors find Talkspace, Inc. common stock less attractive as a result, there may be a less active trading market for Talkspace, Inc. common stock and our stock price may be more volatile.

Risks Related to the Redemption

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to HEC prior to the consummation of the business combination.

You must tender your shares of HEC’s Class A common stock in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to HEC’s transfer agent or to deliver your shares of HEC’s common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of HEC’s common stock, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election

 

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to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

HEC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of HEC’s stockholders do not agree.

HEC’s current certificate of incorporation does not provide a specified maximum redemption threshold, except that HEC will not redeem public shares in an amount that would cause HEC’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). However, the Merger Agreement provides that HEC’s and Talkspace’s respective obligations to consummate the business combination are conditioned on HEC having at least $5,000,001 of net tangible assets as of Closing Date and the amount of Available Closing HEC Cash being least $400,000,000 as of the Closing. As a result, HEC may be able to complete the business combination even though a substantial portion of public stockholders do not approve the business combination and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by HEC or the persons described above have been entered into with any such investor or holder. HEC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the other proposals (as described in this proxy statement/prospectus) at the special meeting.

In the event that the aggregate cash consideration that HEC would be required to pay for all shares of HEC’s Class A common stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Merger Agreement, exceeds the aggregate amount of cash available to HEC, HEC may not complete the business combination or redeem any shares, all shares of HEC’s Class A common stock submitted for redemption will be returned to the holders thereof and HEC may instead search for an alternate business combination.

Based on the amount of approximately $         million in HEC’s trust account as of                 , 2021, the record date for the special meeting, and taking into account the anticipated gross proceeds of the PIPE Investment and the HEC Forward Purchase, 36.4 million shares of HEC’s Class A common stock may be redeemed and still enable HEC to have sufficient cash to satisfy the closing condition under the Merger Agreement. We refer to this as the “maximum redemption scenario.”

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the shares of HEC’s Class A common stock included in the units sold in the HEC IPO unless such stockholder first obtains HEC’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, HEC will require each public stockholder seeking to exercise redemption rights to certify to HEC whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to HEC at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which HEC makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over HEC’s ability to consummate the business combination and you could suffer a material loss on your investment in HEC if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if HEC consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the

 

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shares sold in the HEC IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. HEC cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of shares of Talkspace, Inc. common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge HEC’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, HEC’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of HEC might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of HEC who wish to redeem their shares of HEC’s Class A common stock for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of HEC’s Class A common stock for a pro rata portion of the funds held in the trust account.

Stockholders electing to redeem their shares of HEC’s Class A common stock will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled “Special Meeting of HEC Stockholders—Redemption Rights” of this proxy statement/prospectus for additional information on how to exercise your redemption rights.

If, despite HEC’s compliance with the proxy rules, a stockholder fails to receive HEC proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of HEC’s Class A common stock. In addition, the proxy materials that HEC is furnishing to public stockholders of HEC’s Class A common stock in connection with the business combination describes the various procedures that must be complied with in order to validly redeem public shares of HEC’s Class A common stock. In the event that a stockholder fails to comply with these procedures, its shares of HEC’s Class A common stock may not be redeemed.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the Closing, the HEC Board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the business combination will not be approved.

The HEC Board is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, HEC is unable to consummate the business combination. If the adjournment proposal is not approved, the HEC Board will not have the ability to adjourn the special meeting to a later date and, therefore, the business combination would not be completed.

 

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Additional Risks Related to Ownership of Talkspace, Inc. Common Stock Following the Business Combination and Talkspace, Inc. Operating as a Public Company

We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we will incur significant legal, accounting and other expenses that we do not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and results of operations. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company. We are in the process of hiring additional accounting personnel and, as a public company, may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.

We also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

Delaware law and our second amended and restated certificate of incorporation and the Proposed Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our second amended and restated certificate of incorporation and the Proposed Bylaws that will be in effect upon the Closing, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of our common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our Board or taking other corporate actions, including effecting changes in our management. Among other things, our second amended and restated certificate of incorporation and the Proposed Bylaws include provisions regarding:

 

   

providing for a classified board of directors with staggered, three-year terms;

 

   

the ability of our Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

 

   

the proposed second amended and restated certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

   

the limitation of the liability of, and the indemnification of, our directors and officers;

 

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provide that certain transactions are not “corporate opportunities” and that the Identified Persons (as defined in the second amended and restated certificate of incorporation) are not subject to the doctrine of corporate opportunity and such Identified Persons do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Talkspace, Inc. or any of its subsidiaries;

 

   

provide that Talkspace, Inc. will not be governed by Section 203 of the DGCL and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL, and acknowledge that certain stockholders cannot be “interested stockholders” (as defined in the second amended and restated certificate of incorporation);

 

   

the ability of our Board to amend the bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

 

   

advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Talkspace, Inc.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management.

Nasdaq may not list Talkspace, Inc.’s securities on its exchange, which could limit investors’ ability to make transactions in Talkspace, Inc.’s securities and subject Talkspace, Inc. to additional trading restrictions.

In connection with the business combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have Talkspace, Inc.’s securities listed on Nasdaq upon consummation of the business combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if Talkspace, Inc.’s securities are listed on Nasdaq, we may be unable to maintain the listing of our securities in the future

If, in connection with or after the business combination, Talkspace, Inc. fails to meet the initial listing requirements or maintain the listing, and if Nasdaq or another national securities exchange does not list our securities on its exchange, our stockholders could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for Talkspace, Inc. securities;

 

   

reduced liquidity for Talkspace, Inc.’s securities;

 

   

a determination that Talkspace, Inc. common stock is a “penny stock” which will require brokers trading Talkspace, Inc. common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Talkspace, Inc. securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Talkspace, Inc.’s securities were not listed on the Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

 

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The provision of our amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought in a state court located within the state of Delaware (or if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The foregoing provision will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction

Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds either exclusive forum provision contained in our amended and restated certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The price of Talkspace, Inc.’s securities may be volatile.

Upon consummation of the business combination, the price of Talkspace, Inc.’s securities may fluctuate due to a variety of factors, including:

 

   

the success of competitive services or technologies;

 

   

developments related to our existing or any future collaborations;

 

   

regulatory or legal developments in the United States and other countries;

 

   

developments or disputes concerning our intellectual property or other proprietary rights;

 

   

the recruitment or departure of key personnel;

 

   

actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

 

   

variations in our financial results or those of companies that are perceived to be similar to us;

 

   

changes in the structure of healthcare payment systems;

 

   

general economic, industry and market conditions; and

 

   

the other factors described in this “Risk Factors” section.

These market and industry factors may materially reduce the market price of Talkspace, Inc.’s common stock regardless of the operating performance of Talkspace, including the Talkspace businesses acquired in the business combination.

 

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Future resales of our common stock after the consummation of the Transactions may cause the market price of Talkspace, Inc. securities to drop significantly, even if Talkspace, Inc.’s business is doing well.

Pursuant to the Sponsor Support Agreement and the Proposed Bylaws, after the consummation of the Transactions and subject to certain exceptions, the Sponsor and the Talkspace Holders will be contractually restricted from selling or transferring any of its shares of common stock (not including the shares of Talkspace, Inc. common stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements) (the “Lock-up Shares”). Such restrictions begin at Closing and end on the date that is 180 days after the Closing.

However, following the expiration of such lockup, the Sponsor and the Talkspace Holders will not be restricted from selling shares of our stock held by them, other than by applicable securities laws. Additionally, the Third Party PIPE Investors will not be restricted from selling any of their shares of our common stock following the closing of the business combination, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. The shares held by Sponsor and the Talkspace Holders may be sold after the expiration of the applicable lock-up period under the Sponsor Support Agreement and Proposed Bylaws. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

In addition, we may issue additional common stock or other equity securities without the approval of investors, which would dilute investors’ ownership interests and may depress the market price of our common stock.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our securities may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.

Securities research analysts may establish and publish their own periodic projections for Talkspace following consummation of the business combination. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our securities price or trading volume could decline. While we expect research analyst coverage following consummation of the business combination, if no analysts commence coverage of us, the market price and volume for our securities could be adversely affected.

Talkspace does not intend to pay cash dividends for the foreseeable future.

Following the business combination, Talkspace currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of Talkspace’s board of directors and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

 

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SPECIAL MEETING OF HEC STOCKHOLDERS

General

HEC is furnishing this proxy statement/prospectus to HEC’s stockholders as part of the solicitation of proxies by the HEC Board for use at the special meeting of HEC stockholders to be held on                  , 2021, and                 at                 any adjournment or postponement thereof. This proxy statement/prospectus provides HEC’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held via live webcast at                  Eastern Time, on                 , 2021, at                 . The special meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication. Please have your Control Number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the Continental Stock Transfer & Trust Company, the Transfer Agent.

Purpose of the HEC Special Meeting

At the special meeting, HEC is asking holders of HEC’s common stock to consider and vote upon:

 

   

a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

   

a proposal to approve and adopt the second amended and restated certificate of incorporation of HEC. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

   

a proposal to vote upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the second amended and restated certificate of incorporation presented separately in accordance with SEC requirements. Please see the section entitled “Proposal No. 3—The Governance Proposal”;

 

   

a proposal to approve the 2021 Plan. Please see the section entitled “Proposal No. 4—The Incentive Plan Proposal”;

 

   

a proposal to approve the ESPP. Please see the section entitled “Proposal No. 5—The ESPP Proposal”;

 

   

a proposal to divide the board directors into three classes to serve staggered terms on the Talkspace, Inc. board of directors until immediately following the 2021, 2022 and 2023 annual meetings of HEC stockholders, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 6—The Director Election Proposal”;

 

   

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HEC’s issued and outstanding shares of HEC’s common stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No. 7—The Nasdaq Proposal”; and

 

   

a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 8The Adjournment Proposal.

 

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Recommendation of the HEC Board

The HEC Board unanimously recommends that stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the HEC Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of HEC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal - Interests of Certain Persons in the Business Combination” for additional information. The HEC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the HEC stockholders that they vote “FOR” the proposals presented at the special meeting.

Record Date; Persons Entitled to Vote

HEC has fixed the close of business on                 , 2021, as the record date for determining HEC stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were shares of HEC’s common stock outstanding and entitled to vote. Each share of HEC’s common stock is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting by attendance via the virtual meeting website or by proxy, of a majority of the voting power of all the outstanding shares of HEC’s common stock as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining he existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

Vote Required

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote) the incentive plan proposal, the ESPP proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of HEC’s outstanding shares of HEC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of a majority of HEC’s outstanding shares of HEC’s common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of HEC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the director nominees who receive the most affirmative votes will be elected. HEC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a HEC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

 

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Consummation of the Transactions is conditioned on the approval of each of the Condition Precedent Proposals. It is important for you to note that in the event that the Condition Precedent Proposals do not receive the requisite vote for approval, we will not consummate the business combination.

Effect of Abstentions and Broker Non-Votes

Abstentions will have no effect on the outcome of each of the business combination proposal, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal. However, abstentions will count as a vote “against” the charter proposal.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Voting Your Shares

Each share of HEC’s common stock that you own in your name entitles you to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of HEC’s common stock at the special meeting:

 

   

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

 

   

You can attend the special meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website                 . You will need your control number for access. If you do not have a control number, please contact Continental Stock Transfer & Trust Company. Instructions on how to attend and participate at the special meeting are available at .

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way HEC can be sure that the broker, bank or nominee has not already voted your shares.

 

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Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify HEC’s Secretary in writing before the special meeting that you have revoked your proxy; or

 

   

you may attend the special meeting, revoke your proxy, and vote at the special meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of HEC’s common stock, you may call                      , HEC’s proxy solicitor, at                 (Call Collect) or (Toll Free) or HEC at                 .

Redemption Rights

Pursuant to our current certificate of incorporation, public stockholders may seek to redeem their shares for cash, regardless of whether they vote “for” or “against” the business combination proposal. Any stockholder holding public shares as of the record date who votes “for” or “against” the business combination proposal may demand that HEC redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $        per share as of                 , 2021, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination is consummated, HEC will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a public stockholder, together with any affiliate such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 20% of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the HEC Insiders will not have redemption rights with respect to any shares of HEC’s common stock owned by them in connection with the Transactions.

HEC stockholders who seek to redeem their public shares for cash must affirmatively vote “for” or “against” the business combination proposal. HEC stockholders who do not vote with respect to the business combination proposal, including as a result of an abstention or a broker non-vote, may not redeem their shares for cash. Public stockholders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to HEC’s transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a public stockholder delivered its certificate in connection with an election

 

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of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or completed for any reason, then HEC’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, HEC will promptly return any shares delivered by public stockholders. Additionally, if HEC would be left with less than $5,000,001 of net tangible assets as a result of the public stockholders properly demanding redemption of their shares for cash, HEC will not be able to consummate the business combination.

The closing price of HEC’s Class A common stock on                 , 2021, the record date for the special meeting, was $         per share. The cash held in the trust account on such date was approximately $         ($         per         public share). Prior to exercising redemption rights, stockholders should verify the market price of HEC’s common stock as they may receive higher proceeds from the sale of their HEC’s common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. HEC cannot assure its stockholders that they will be able to sell their shares of HEC’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a public stockholder exercises its redemption rights, then it will be exchanging its shares of HEC’s common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote “for” or “against” the business combination proposal and properly demand redemption no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to HEC’s transfer agent prior to the vote at the special meeting, and the business combination is consummated.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of HEC have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

HEC is soliciting proxies on behalf of the HEC Board. This solicitation is being made by mail. HEC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. HEC will bear the cost of the solicitation.

HEC has hired                  to assist in the proxy solicitation process. HEC will pay that firm a fee of $         plus disbursements. Such payment will be made from non-trust account funds.

HEC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. HEC will reimburse them for their reasonable expenses.

 

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PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

HEC’s stockholders are being asked to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other Transactions and related agreements described in this proxy statement/prospectus. The discussion in this proxy statement/prospectus of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement. Please see the subsection entitled “—Certain Agreements Related to the Business Combination—Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement.

We may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of the votes cast by holders of our outstanding shares of HEC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting.

General

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between HEC and Talkspace will be effected through the First Merger, whereby First Merger Sub will merge with and into Talkspace with Talkspace surviving such merger as a wholly owned subsidiary of HEC, followed by the Second Merger, whereby, immediately following and as part of the same overall transaction as the First Merger, Talkspace will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of HEC.

The business combination will be effected as described in the following diagram:

 

 

LOGO

 

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The following diagram illustrates the ownership structure of Talkspace, Inc. immediately following the business combination (percentages shown as basic ownership) and (a) excludes the impact of the shares of HEC’s Class A common stock underlying the warrants and (b) assumes that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in HEC’s trust account:

 

 

LOGO

Closing Merger Consideration

Subject to the terms of the Merger Agreement, all shares of Talkspace stock and all Vested Talkspace Options will be cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof, a number of shares of Talkspace, Inc. common stock (or, with respect to holders of Vested Talkspace Options, a number of Vested HEC Options) or a combination of shares of Talkspace, Inc. common stock and cash (or, with respect to holders of Vested Talkspace Options, a combination of Vested HEC Options and cash), in each case, as adjusted pursuant to the terms of the Merger Agreement, which in the aggregate with the Unvested Talkspace Options to be assumed by Talkspace, Inc. and converted into Unvested HEC Options, will equal to the Closing Merger Consideration, reduced by certain deductions for the parties’ transaction expenses and the Sponsor Share Amount. The Closing Cash Consideration that may be paid to the pre-closing holders of shares of Talkspace stock and Vested Talkspace Options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement, minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement. The Closing Share Consideration of Talkspace, Inc. common stock that may be issued to the pre-closing holders of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis), pursuant to the foregoing is equal to a number determined dividing (a)(i) the Closing Merger Consideration minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00. At the election of the Company, in certain circumstances the Closing Cash Consideration may be reduced (with a corresponding increase to the

 

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Closing Share Consideration) to the extent required to ensure that the business combination qualifies for the Intended Income Tax Treatment. However, in no event shall the consideration payable in connection with the Transactions in respect of all outstanding shares of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis) exceed (i) an amount in cash equal to the Closing Cash Consideration and (ii) a number of shares of Talkspace, Inc. common stock equal to the Closing Share Consideration (the “Maximum Consideration”). Please see the summary of the Merger Agreement in the section entitled “Certain Agreements Related to the Business Combination—Merger Agreement below.

Impact of the Business Combination on HEC’s Public Float

It is anticipated that, upon the Closing: (i) existing stockholders of Talkspace will own approximately 50.8% of Talkspace, Inc. on a fully diluted net exercise basis; (ii) HEC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 25.1% in Talkspace, Inc. on a fully diluted net exercise basis; (iii) the PIPE Investors will own approximately 18.2% of Talkspace, Inc. on a fully diluted net exercise basis; and (iv) the Sponsor (and its affiliates) will own approximately 5.9% of Talkspace, Inc. on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of HEC’s Class A common stock underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement equals $49 million.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Proposal No. 4—The Incentive Plan Proposal” and “Proposal No. 5—The ESPP Proposal.”

The following table illustrates varying ownership levels in Talkspace, Inc., assuming no redemptions by HEC’s public stockholders and the maximum redemptions by HEC’s public stockholders:

 

     Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
 

Sponsor and certain affiliates

     5.9     7.5

Public Stockholders

     25.1     3.0

PIPE Investors

     18.2     18.1

Former Talkspace Stockholders

     50.8     71.4

These levels of ownership interest (i) exclude the impact of the shares of HEC’s Class A common stock underlying the warrants; (ii) assume, in the no redemption scenario, that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in HEC’s trust account and (iii) are determined, in the maximum redemption scenario, by assuming 5 million shares of HEC’s Class A common stock will not be redeemed.

Certain Agreements Related to the Business Combination

Merger Agreement

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and which is incorporated by reference in this proxy statement/prospectus. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the business combination.

 

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Closing Merger Consideration

As a result of and upon the Closing, among other things, and as more fully described elsewhere in this proxy statement/prospectus, all shares of Talkspace stock and all Vested Talkspace Options will be cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof (as further described below), a number of shares of Talkspace, Inc. common stock (or, with respect to holders of Vested Talkspace Options, a number of Vested HEC Options) or a combination of shares of Talkspace, Inc. common stock and cash (or, with respect to holders of Vested Talkspace Options, a combination of Vested HEC Options and cash), in each case, as adjusted pursuant to the terms of the Merger Agreement, which in the aggregate with the Unvested Talkspace Options to be assumed by Talkspace, Inc. and converted into Unvested HEC Options, will equal to the Closing Merger Consideration, reduced by certain deductions for the parties’ transaction expenses and the Sponsor Share Amount.

The Closing Cash Consideration that may be paid to the pre-closing holders of shares of Talkspace stock and Vested Talkspace Options pursuant to the foregoing is equal to (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of any HEC stockholder redemptions), plus (ii) the amounts received by HEC upon the consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement, minus (iii) $250,000,000, minus (iv) the transaction expenses of the parties to the Merger Agreement. The Closing Share Consideration of Talkspace, Inc. common stock that may be issued to the pre-closing holders of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis) pursuant to the foregoing is equal to a number determined dividing (a)(i) the Closing Merger Consideration minus (ii) the Closing Cash Consideration, minus (iii) the Sponsor Share Amount, minus (iv) the transaction expenses of the parties to the Merger Agreement, by (b) $10.00. At the election of the Company, in certain circumstances the Closing Cash Consideration may be reduced (with a corresponding increase to the Closing Share Consideration) to the extent required to ensure that the business combination qualifies for the Intended Income Tax Treatment. However, in no event shall the consideration payable in connection with the Transactions in respect of all outstanding shares of Talkspace stock and Talkspace Options (including shares of Talkspace’s common stock underlying any Talkspace Options on a net exercise basis) exceed (i) an amount in cash equal to the Closing Cash Consideration and (ii) a number of shares of Talkspace, Inc. common stock equal to the Closing Share Consideration (the “Maximum Consideration”).

At the First Effective Time, by virtue of the First Merger and and without any further action on the part of any party to the Merger Agreement or the holders of any securities of HEC, each share of Talkspace stock issued and outstanding immediately prior to the First Effective Time (other than any shares of Talkspace stock (i) that are subject to Talkspace Options (see “—Treatment of Talkspace Options” below), (ii) held in Talkspace’s treasury or owned by HEC, First Merger Sub, Second Merger Sub or Talkspace immediately prior to the First Effective Time and (iii) held by stockholders of Talkspace who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL (collectively, the “Excluded Shares”)) will be cancelled and automatically deemed for all purposes to represent the right to receive the merger consideration as follows, subject to adjustment (as described further below):

 

   

for each Stock Electing Share, the Stock Election Consideration;

 

   

for each Standard Mixed Electing Share (including each Dissenting Share), the Stockholder Standard Mixed Election Consideration; and

 

   

for each Cash Weighted Mixed Electing Share, the Stockholder Cash Weighted Mixed Election Consideration.

Depending on the aggregate elections validly made by the holders of Talkspace stock, the actual consideration that such holders will receive will be subject to adjustment 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 that the aggregate cash amount to be paid to the holders of

 

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Talkspace stock will equal the Closing Cash Consideration (less any cash amounts paid to holders of Vested Talkspace Options). As a result, the Stock Election Consideration and the Cash Weighted Mixed Election Consideration, together with the Assumed Vested Company Option Election Consideration and the Optionholder Cash Weighted Mixed Election Consideration, as applicable, will be subject to the following adjustments pursuant to the terms of the Merger Agreement:

 

   

If the Cash Election Amount exceeds the Closing Cash Consideration, then (i) all Cash Weighted Mixed Electing Shares shall be converted into the right to receive the Adjusted Stockholder Cash Weighted Mixed Election Consideration and (ii) all Cash Weighted Mixed Electing Options shall receive the Adjusted Optionholder Cash Weighted Mixed Election Consideration.

 

   

If the Closing Cash Consideration exceeds the Cash Election Amount, then (i) all Stock Electing Shares shall be converted into the right to receive the Adjusted Stock Election Consideration and (ii) all Assumed Electing Options shall receive the Adjusted Assumed Vested Company Option Election Consideration.

 

   

If the Closing Cash Consideration equals the Cash Election Amount, then there shall be no adjustment under the terms of the Merger Agreement.

Treatment of Talkspace Options

The Merger Agreement provides that each Unvested Talkspace Option that is outstanding as of immediately prior to the First Effective Time will be assumed by Talkspace, Inc. and converted into a comparable Unvested HEC Option based upon the Exchange Ratio but otherwise subject to the same terms and conditions as set forth under the award prior to the conversion.

The Merger Agreement provides that each holder of a Vested Talkspace Option will have the ability to elect to receive one of the following forms of consideration: (i) the Assumed Vested Company Option Election Consideration, (ii) the Optionholder Standard Mixed Election Consideration or (iii) the Optionholder Cash Weighted Mixed Election Consideration, in each case, subject to the election adjustment mechanics set forth in the Merger Agreement and described above. Certain holders of Vested Talkspace Options will be entitled to receive a minimum amount of cash in consideration for his or her Vested Talkspace Options, as described in more detail in the Merger Agreement. Closing and Effective Time of the Transactions.

The closing of the Transactions will take place promptly following the satisfaction or waiver of the conditions described below under the subsection entitled “Conditions to Closing of the Transactions,” unless HEC and Talkspace agree in writing to another time or unless the Merger Agreement is terminated. The Transactions are expected to be consummated promptly after the approval of HEC’s stockholders at special meeting of such stockholders described in this proxy statement/prospectus.

Representations and Warranties

The Merger Agreement contains representations and warranties of HEC Parties and Talkspace, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the disclosure letters. See “—Material Adverse Effect” below. The representations and warranties of HEC are also qualified by information included in HEC’s public filings, filed or submitted to the SEC on or prior to the date of the Merger Agreement (subject to certain exceptions contemplated by the Merger Agreement).

Representations and Warranties of Talkspace

Talkspace has made representations and warranties relating to, among other things, corporate organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, current capitalization of Talkspace and its subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, compliance with laws, contracts and no defaults, Talkspace benefit plans, labor matters, taxes, insurance, permits, personal property and assets, real property, intellectual property and IT security, environmental matters, absence of changes, brokers’ fees, business relationships, related party transactions, information supplied and regulatory compliance.

 

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Representations and Warranties of HEC Parties

HEC Parties have made representations and warranties relating to, among other things, corporate organization, due authorization, no conflict, litigation and proceedings, governmental authorities and consents, financial ability and trust account, brokers’ fees, SEC reports, financial statements and Sarbanes-Oxley Act, undisclosed liabilities, business activities, tax matters, capitalization, Nasdaq listing, PIPE Investment and HEC Forward Purchase, related party transactions, Investment Company Act, interest in competitors, HEC stockholders and this proxy statement/prospectus.

Material Adverse Effect

Under the Merger Agreement, (i) certain representations and warranties of Talkspace are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred, and (ii) certain representations and warranties of HEC are qualified in whole or in part by a material adverse effect on the ability of HEC to enter into and perform its obligations under the Merger Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.

With respect to Talkspace and its subsidiaries, a material adverse effect under the Merger Agreement means any effect, occurrence, development, fact, condition or change (each an “Effect”) that (a) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of Talkspace and its subsidiaries, taken as a whole or (b) prevents Talkspace from consummating the business combination. However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”:

 

  (a)

any change in applicable laws or GAAP or any interpretation thereof;

 

  (b)

any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally;

 

  (c)

the announcement or the execution of the Merger Agreement, the pendency or consummation of the business combination or the performance of the Merger Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, landlords, licensors, distributors, partners, providers and employees;

 

  (d)

any Effect generally affecting any of the industries or markets in which Talkspace or its subsidiaries operate or the economy as a whole;

 

  (e)

the compliance with the terms of the Merger Agreement or the taking of any action required or contemplated by the Merger Agreement or with the prior written consent of HEC or at the request of the HEC Parties;

 

  (f)

any earthquake, hurricane, epidemic, pandemic, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event;

 

  (g)

any national or international political or social conditions in countries in which, or in the proximate geographic region of which, Talkspace operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel;

 

  (h)

any failure of Talkspace and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets; provided, that this clause shall not prevent a determination that any Effect not otherwise excluded from this definition of Material Adverse Effect underlying such failure to meet projections or forecasts that have resulted in, or would reasonably be expected to result in, a Material Adverse Effect;

 

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  (i)

COVID-19 or any COVID-19 Measures, or Talkspace’s or any of its subsidiaries’ compliance therewith;

 

  (j)

any cyberattack on or involving Talkspace or any of its subsidiaries;

 

  (k)

any matters set forth on Talkspace’s disclosure letter; and

 

  (l)

any Effect to the extent actually known by certain individuals identified in HEC’s disclosure letter on or prior to the date of the Merger Agreement.

Any Effect referred to in clauses (a), (b), (f) and (g) above may be taken into account in determining if a Material Adverse Effect has occurred but only to the extent that such changes have had a disproportionate and adverse effect on Talkspace and its subsidiaries, taken as a whole, as compared to other similarly situated competitors or comparable entities operating in the industries and markets in which Talkspace and its subsidiaries operate

Covenants and Agreements

Talkspace has made covenants relating to, among other things, conduct of business, inspection, the HSR Act and approvals, no claim against the trust account, FIRPTA, Talkspace Stockholder Approval, and the Pre-Closing Restructuring.

HEC has made covenants relating to, among other things, the HSR Act and regulatory approvals, indemnification and insurance, HEC’s conduct of business, the PIPE Investment and the HEC Forward Purchase Agreement, inspection, HEC’s Nasdaq listing, HEC’s public filings, Section 16 matters, post-Closing directors, committees and officers, the 2021 Plan and ESPP, qualification as an emerging growth company, and stockholder litigation.

Pre-Closing Restructuring

Pursuant to the Merger Agreement, prior to the First Effective Time, Talkspace will amend and restate its certificate of incorporation to include the First Merger as a Deemed Liquidation Event (as defined therein), increase the authorized share count to 114,362,838 shares of Talkspace common stock and take all actions necessary to effect such amendment and restatement prior to the Closing. Talkspace may take any and all actions necessary or appropriate to authorize and effect the establishment of professional entities in necessary states, among certain other actions, none of which shall be a condition to HEC’s obligations under the Merger Agreement (the “Pre-Closing Restructuring”).

Conduct of Business by Talkspace

Talkspace has agreed that from the date of the Merger Agreement until the earlier of the Closing or the termination of the Merger Agreement (the “Interim Period”), it will, and will cause its subsidiaries to, except as required by the Merger Agreement, as required by applicable law, in connection with the Pre-Closing Restructuring or as consented to in writing by HEC (which consent will not be unreasonably conditioned, withheld, delayed or denied), use its reasonable efforts to operate its business in the ordinary course of business consistent with past practice (including recent past practice in light of COVID-19 Measures; provided that, any action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 Measures will be deemed to be in the ordinary course of business).

During the Interim Period, Talkspace has also agreed not to, and to cause its subsidiaries not to, except as required by the Merger Agreement, in connection with the Pre-Closing Restructuring or as consented to in writing by HEC (which consent will not be unreasonably conditioned, withheld, delayed or denied):

 

   

change or amend the governing documents of Talkspace or any of its subsidiaries;

 

   

make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly owned subsidiary of Talkspace to Talkspace or any other wholly owned subsidiaries of Talkspace;

 

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issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares of capital stock or any other equity or voting securities of Talkspace or any of its subsidiaries;

 

   

issue, grant or agree to provide any options, warrants or other rights to purchase or obtain any shares of capital stock or any other equity or equity-based or voting securities of Talkspace, except, in each case, for the issuance of shares of capital stock of Talkspace in connection with Talkspace Options that are outstanding as of the date of the Merger Agreement and that are either vested as of the date of the Merger Agreement or are required to vest following the date of the Merger Agreement pursuant to the their terms or the terms of the Merger Agreement;

 

   

sell, assign, transfer, convey, lease, license, abandon, allow to lapse of expire, subject to or grant any lien (other than permitted liens) on or otherwise dispose of any material assets, or properties of Talkspace and its subsidiaries, taken as a whole, other than (i) the sale of goods and services to customers, or the sale or other disposition of assets or equipment deemed by Talkspace in its good faith reasonable business judgment to be obsolete or no longer be material to the business of Talkspace and its subsidiaries taken as a whole, in each such case, in the ordinary course of business and (ii) transactions between Talkspace and any wholly owned subsidiary of Talkspace or between wholly owned subsidiaries of Talkspace;

 

   

(i) cancel or compromise any claim or indebtedness owed to Talkspace or any of its subsidiaries, or (ii) settle any pending or threatened Action (a) if such settlement would require payment by Talkspace and/or its subsidiaries in an amount greater than $1,000,000, (b) to the extent such settlement includes an agreement by Talkspace and/or its subsidiaries to accept or concede injunctive relief or (c) to the extent such settlement is adverse to Talkspace and/or its subsidiaries and involves an Action brought by a governmental authority or alleged criminal wrongdoing;

 

   

except as required by applicable law or the terms of any existing Talkspace benefit plans as in effect on the date of the Merger Agreement and set forth on Talkspace’s disclosure letter, (i) materially increase the compensation or benefits of any employee of Talkspace or any of its subsidiaries except for increases in salary or hourly wage rates made in the ordinary course of business to such employees with annual base salary less than $200,000 or for ordinary course annual salary increases for 2021 for all employees that do not exceed, in the aggregate, 4% of the aggregate salary paid by Talkspace and its subsidiaries in calendar year 2020, (ii) make any grant or promise of of any severance, retention, incentive or termination payment to any person, except severance or termination payments in connection with the termination of any employee in the ordinary course of business and consistent with past practice, (iii) make any change in the key management structure of Talkspace or any of its subsidiaries, including the hiring of additional officers or the termination (other than for “cause”) of existing officers, (iv) hire any employee of Talkspace or its subsidiaries or any other individual who is providing or will provide services to Talkspace or its subsidiaries other than any employee with an annual base salary of less than $200,000 in the ordinary course of business that would not otherwise violate subsection (iii) or (v) except in the ordinary course of business and as would not otherwise violate subsections (i)-(iv), establish, adopt, enter into, amend in any material respect or terminate any Talkspace benefit plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Talkspace benefit plan if it were in existence as of the date of the Merger Agreement;

 

   

directly or indirectly acquire by merging or consolidating with, or by purchasing substantially all or a material portion of the assets of, or by purchasing all of or a substantial equity interest in, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or person or division thereof;

 

   

make any loans or advance any money or other property to any person, except for (i) advances in the ordinary course of business to employees or officers of Talkspace, or any of its subsidiaries for expenses not to exceed $50,000 individually or $500,000 in the aggregate, (ii) prepayments and deposits paid to suppliers of Talkspace and its subsidiaries or (iii) trade credit extended to customers of Talkspace or any of its subsidiaries in the ordinary course of business;

 

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redeem, purchase or otherwise acquire, any shares of capital stock (or other equity interests) of Talkspace or any of its subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of Talkspace or any of its subsidiaries, except for (i) acquisitions of shares of capital stock of Talkspace in connection with the exercise of Talkspace Options solely as the result of net settlement for taxes and/or exercise price to the extent the Company is so required by the terms of the Talkspace Option, (ii) the acquisition by Talkspace or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests (other than the Talkspace Options pursuant to subsection (i)) of Talkspace or its subsidiaries in connection with the forfeiture or cancellation of such interests, and (iii) transactions between Talkspace and any wholly owned subsidiary of Talkspace or between wholly owned subsidiaries of Talkspace;

 

   

adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any shares of capital stock or other equity interests or securities of Talkspace;

 

   

make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of Talkspace and its subsidiaries, other than as may be required by applicable law, GAAP or regulatory guidelines;

 

   

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Talkspace or its subsidiaries;

 

   

make, change or revoke any material tax election, adopt or change (or request any governmental authority to change) any material accounting method or accounting period with respect to taxes, file any amended material tax return, settle or compromise any material tax liability or claim for a refund of taxes, enter into any closing agreement or other binding written agreement with respect to any material tax, surrender any right to claim a refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than pursuant to an extension of time to file any tax return obtained in the ordinary course of business), file any tax return other than one prepared in a manner consistent in all material respects with past practice, or enter into any tax sharing or tax indemnification agreement or similar agreement (excluding commercial contracts not primarily relating to taxes), in each case, to the extent such action could reasonably be expected to have an adverse impact on HEC, Talkspace or any of its subsidiaries;

 

   

issue any debt securities, incur indebtedness for borrowed money in excess of $1,000,000 other than in the ordinary course of business consistent with past practice, or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person for indebtedness;

 

   

terminate without replacement or amend in a manner materially detrimental to Talkspace and its subsidiaries, taken as a whole, material insurance policies covering Talkspace and its subsidiaries and their respective properties, assets and businesses;

 

   

enter into any agreement that materially restricts the ability of Talkspace or its subsidiaries to engage or compete in any line of business or enter into any new line of business, except where such restriction does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the business of Talkspace and its subsidiaries, taken as a whole;

 

   

enter into, assume, assign, partially or completely amend any material term of or terminate (excluding any expiration in accordance with its terms) any collective bargaining or similar agreement, other than as required by applicable law;

 

   

enter into, modify in any material respect, waiver any material rights under or terminate certain material contract that constitutes (or would constitute if entered into prior to the date of the Merger Agreement) a “Material Contract” other than in the ordinary course of business consistent with past practice or as required by law;

 

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acquire any ownership interest in any real property;

 

   

fail to maintain, dedicate to the public, allow to lapse, or abandon, including by failure to pay the required fees in any jurisdiction, any material owned intellectual property, excluding any failures, dedications, or allowances made by Talkspace or its subsidiaries in the ordinary course of business, or for any owned intellectual property that is not used or useful in the business of Talkspace and its subsidiaries or is not in Talkspace’s reasonable business judgment, commercially practical to maintain;

 

   

make any change in any material respect to the policies or practices of Talkspace and its subsidiaries regarding the payment of accounts payable, the collection of accounts receivable, including accelerating the receipt of amounts due with respect to any accounts receivables, or lengthening the period for payment of accounts payable, except for changes in the ordinary course of business consistent with past practice; or

 

   

enter into any agreement, or otherwise become obligated, to do any of the foregoing.

Conduct of HEC During the Interim Period

During the Interim Period, HEC has agreed to, and to cause its subsidiaries to comply with, and continue performing under, as applicable, the organizational documents of HEC, the Trust Agreement, the Transaction Agreements and all other agreements or contracts to which HEC or its subsidiaries may be a party.

During the Interim Period, HEC has also agreed not to, and to cause each of its subsidiaries not, except as required by the Merger Agreement, as required by applicable law or as consented to by Talkspace in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied, except in certain cases as described in the Merger Agreement as to which Talkspace’s consent may be granted or withheld in its sole discretion):

 

   

change, modify, supplement, restate or amend the Trust Agreement or the organizational documents of the HEC Parties;

 

   

declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, HEC;

 

   

split, combine or reclassify any capital stock of, or other equity interests in, HEC; or

 

   

other than in connection with redemptions of HEC’s Class A common stock or as otherwise required by HEC’s organizational documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, HEC;

 

   

make, change or revoke any material tax election, adopt or change (or request any governmental authority to change) any material accounting method or accounting period with respect to taxes, file any amended material tax return, settle or compromise any material tax liability or claim for a refund of a material amount of taxes, enter into any closing agreement or other binding written agreement with respect to any material tax, surrender any right to claim a refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than pursuant to an extension of time to file any tax return obtained in the ordinary course of business), file any tax return other than one prepared in a manner consistent in all material respects with past practice, or enter into any tax sharing or tax indemnification agreement or similar agreement (excluding commercial contracts not primarily relating to taxes), in each case, to the extent such action could reasonably be expected to have an adverse impact on HEC, Talkspace or any of its subsidiaries;

 

   

enter into, renew, modify, supplement or amend any transaction or contract with an affiliate of HEC (including, for the avoidance of doubt, the Sponsor, and, where applicable, (i) anyone related by blood, marriage or adoption to the Sponsor or (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

 

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waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability;

 

   

incur, guarantee or otherwise become liable for (whether directly, contigently or otherwise) any indebtedness; offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, HEC or any of its subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than the (a) issuance of HEC’s Class A common stock in connection with the exercise of any HEC warrants outstanding on the date of the Merger Agreement or (b) issuance of HEC’s Class A common stock at not less than $10 per share and the issuance of up to 2,500,000 HEC warrants at an exercise price of not less than $11.50 per share, in each case, on the terms set forth in the Subscription Agreements and the HEC Forward Purchase Agreement, as applicable; amend, modify or waive any of the terms or rights set forth in, any warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; or

 

   

enter into any agreement, or otherwise become obligated, to do any of the foregoing.

Covenants of HEC

Pursuant to the Merger Agreement, HEC has agreed, among other things, to:

 

   

during the Interim Period, subject to confidentiality obligations that may be applicable to information furnished to HEC or its subsidiaries by third parties and except for any information that is subject to attorney-client privilege or other privilege from disclosure, (i) afford (and cause its subsidiaries to afford) Talkspace and its representatives reasonable access to its and its subsidiaries’ properties, assets, books, contracts, commitments, tax returns, records and appropriate officers and employees and (ii) use (and cause its subsidiaries to use) reasonable efforts to furnish such representatives with all financial and operating data and other information concerning its and its subsidiaries’ business and affairs that are in its or its subsidiaries’ possession, in each case as Talkspace and its representatives may reasonably request solely for purposes of consummating the Transactions;

 

   

comply promptly, but in no event later than ten business days following the date of the Merger Agreement, with the notification and reporting requirements of the HSR Act;

 

   

substantially comply with any information or document requests with respect to antitrust matters;

 

   

request early termination of any waiting period(s) under the HSR Act and undertake promptly any and all action required to (i) obtain termination or expiration of the waiting period under the HSR Act, (ii) prevent the entry in any Action brought by an antitrust authority or any other person of any governmental order which would prohibit, make unlawful or delay the consummation of the Transactions and (iii) if any such governmental order is issued in any such Action, cause such governmental order to be lifted;

 

   

cooperate in good faith with the antitrust authorities and undertake promptly any and all action required to complete lawfully the Transactions as soon as practicable (but in any event prior to the Termination Date) and, with the prior written consent of Talkspace, all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any antitrust authority or the issuance of any governmental order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Transactions;

 

   

promptly furnish to Talkspace copies of any material notices or written communications received by it or any of its affiliates from any third party or any governmental authority with respect to the Transactions, and permit counsel to Talkspace an opportunity to review in advance, and consider in good faith the views of such counsel in connection with any proposed written communications by it and/or its affiliates to any governmental authority concerning the Transactions;

 

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