SEC Form SC 13D/A filed by Talkspace Inc. (Amendment)

Amit Doshi

c/o Harbor Spring Capital, LLC

437 Madison Avenue, Floor 28

New York, New York 10022

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Talkspace, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 622 Third Avenue, New York, New York 10017. This Amendment No. 1 to Schedule 13D relates to the Issuer’s Common Stock, par value $0.0001 per share (the “Shares”).

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The funds for the purchase of the 6,546,237 Shares beneficially owned by Harbor Spring Master Fund came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 6,546,237 Shares beneficially owned by Harbor Spring Capital came from the working capital of Harbor Spring Master Fund, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 6,546,237 Shares beneficially owned by Harbor Spring GP came from the working capital of Harbor Spring Master Fund, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 6,546,237 Shares beneficially owned by Mr. Doshi came from the working capital of Harbor Spring Master Fund. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons have acquired their Shares of the Issuer for investment, and as of March 7, 2023, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Shares. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, Board of Directors, other significant shareholders or potential shareholders, strategic partners, industry analysts and others regarding alternatives that the Issuer could employ to enhance shareholder value, which alternatives may include, without limitation, engaging independent financial advisors to explore strategic alternatives for the Issuer that may include sales or acquisitions of assets or businesses of the Issuer or other extraordinary corporate transactions, such as mergers or other changes to the Issuer’s business or structure.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, Harbor Spring Master Fund may be deemed to be the beneficial owner of 6,546,237 Shares, constituting 3.9% of the Shares, based upon 166,510,245 Shares outstanding as of July 28, 2023, according to the Form 10-Q filed by the Issuer on August 2, 2023.  Harbor Spring Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,546,237 Shares. Harbor Spring Master Fund has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 6,546,237 Shares.

As of the date hereof, Harbor Spring Capital may be deemed to be the beneficial owner of 6,546,237 Shares, constituting 3.9% of the Shares, based upon 166,510,245 Shares outstanding as of July 28, 2023, according to the Form 10-Q filed by the Issuer on August 2, 2023.  Harbor Spring Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,546,237 Shares. Harbor Spring Capital has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 6,546,237 Shares.

As of the date hereof, Mr. Doshi may be deemed to be the beneficial owner of 6,546,237 Shares, constituting 3.9% of the Shares, based upon 166,510,245 Shares outstanding as of July 28, 2023, according to the Form 10-Q filed by the Issuer on August 2, 2023.  Mr. Doshi has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 6,546,237 Shares. Mr. Doshi has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 6,546,237 Shares.

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

As of March 7, 2023, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Shares.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A:          Joint Filing Agreement

Exhibit B:          Schedule of Transactions

Harbor Spring Master Fund, LP*

Managing Member

Managing Member

Harbor Spring Master Fund, LP

Managing Member

Managing Member