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United States securities and exchange commission logo
April 13, 2021
Douglas L. Braunstein
President, Chairman and Director
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
Re: Hudson Executive
Investment Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 6, 2021
File No. 333-252638
Dear Mr. Braunstein:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 23
1. We note your response
to prior comment 1 and your revised disclosure, including your
statement that on
average, members remained active on your platform for two to five
months, which
corresponds with the average subscription term of B2C members. We
further note your
response that member retention rate as traditionally defined in other B2C
businesses would not be
a meaningful metric to investors. However, it appears that
disclosure regarding
the number of patients who renew their initial subscriptions may be
material. Accordingly,
please revise this section to disclose the percentage of B2C
members who renew their
initial subscriptions. If less burdensome, you may revise to
disclose the percentage
of B2C members who renew their initial subscriptions within a
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
April NameHudson Executive Investment Corp.
13, 2021
April 213, 2021 Page 2
Page
FirstName LastName
defined time period following the expiration of their subscription
(e.g. 30, 60 or 90 days).
Please also revise to provide annual provider retention rates for the
years ended December
31, 2020 and December 31, 2019.
2. We note your response to prior comment 2 and updated disclosure.
Please revise your
Summary to disclose your average member acquisition costs for each of
the years ended
December 31, 2019 and December 31, 2020.
Special Meeting of HEC Stockholders
Redemption Rights, page 108
3. We note your revised disclosure on pages 108 and 147 regarding
redemption rights.
Please revise your disclosure to clarify whether a public stockholder
on the record date
who does not vote with respect to the business combination proposal
will have the ability
to redeem their shares for cash.
In that regard, we note your disclosure on pages 22, 31, 32, 109 and
elsewhere states that a
stockholder cannot seek redemption of shares for cash unless they
affirmatively vote "for"
or "against" the business combination proposal. However, your
disclosure on pages 108
and 147 states that a person who was not a stockholder on the record
date can redeem their
shares for cash and your disclosure on page F-8 states that a public
stockholder may elect
to redeem their shares "irrespective of whether they vote for or
against the proposed
transaction or don t vote at all." Please reconcile your disclosure
or advise.
Certain Forecasted Financial Information for Talkspace, page 141
4. We note your revised disclosure indicating that the Talkspace
contingency plan would be
implemented if the Transactions are not completed by July 1, 2021 and
that the
implementation of the contingency plan could lead to a significant
reduction in revenues
from your B2C channel. In light of these statements, please tell us
why the bases for the
projections in this section remain reasonable without updating to
include the contingency
back-up plan consideration. Alternatively, please remove these
projections or revise the
projections to discuss the contingency back-up plan. For guidance,
please refer to Item
10(b) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Douglas L. Braunstein
Hudson Executive Investment Corp.
April 13, 2021
Page 3
You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameDouglas L. Braunstein
Division of
Corporation Finance
Comapany NameHudson Executive Investment Corp.
Office of Life
Sciences
April 13, 2021 Page 3
cc: Iliana Ongun, Esq.
FirstName LastName