United States securities and exchange commission logo

                             March 30, 2021

       Douglas L. Braunstein
       President, Chairman and Director
       Hudson Executive Investment Corp.
       570 Lexington Avenue, 35th Floor
       New York, NY 10022

                                                        Re: Hudson Executive
Investment Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed March 18,
                                                            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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

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

       Summary of the Proxy Statement/Prospectus
       Combined Business Summary, page 23

   1.                                                   We note your response
to prior comment 6 and re-issue in part. Given the nature of the
                                                        Talkspace business, we
continue to believe that B2C member retention rates and provider
                                                        retention rates would
provide meaningful information to investors. In that regard, we note
                                                        that the graphic on
page 194 and the accompanying disclosure provide information
                                                        regarding Talkspace
member retention rates, as compared to traditional therapy. Please
                                                        revise to disclose
historical B2C member retention rates and provider retention rates.
   2.                                                   We note your response
to prior comment 7 and updated disclosure. Please revise to briefly
                                                        describe how an "active
member" loses active status (e.g. how long they are disengaged
 Douglas L. Braunstein
FirstName  LastNameDouglas
                  Investment L. Braunstein
Hudson Executive             Corp.
March      NameHudson Executive Investment Corp.
       30, 2021
March2 30, 2021 Page 2
FirstName LastName
         with a provider or do not pay for services before their status is
changed). Please also
         revise to disclose the number of members to whom Talkspace provided
therapy in prior
         years and the number(s) of active members on dates prior to February
28, 2021.

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

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

         Finally, please revise your disclosure on pages 135-136 to indicate
whether HEC's Board
         considered this potential conflict of interest approving the
transaction and describe any
         measures that the Board took in response to this potential conflict of
interest. If the Board
         did not consider this potential conflict of interest and/or if no
measures were taken by the
         Board in evaluating the transaction in light of this conflict of
interest, please so state.
Background of the Transactions, page 129

6.       We note your revised disclosure indicating that HEC executed a letter
of intent with
         Company A before deciding not to proceed with the transaction during
the exclusivity
         period. Please revise to briefly discuss the reasons why HEC and
Company decided to
         mutually discontinue transaction discussions.
 Douglas L. Braunstein
Hudson Executive Investment Corp.
March 30, 2021
Page 3
7.    We note your response to prior comment 16 and re-issue in part. Please
discuss whether
      HEC   s management considered the exercise prices of Talkspace   s recent
option grants and
      recent independent valuations of Talkspace in determining Talkspace   s
total enterprise
HEC's Board of Directors' Reasons for Approval of the Transactions
Certain Forecasted Financial Information for Talkspace, page 138

8.    We note your response to prior comment 18 and updated disclosure. We
further note that
      your disclosure continues to indicate that the forecasted information
provided to the HEC
      Board included a "range of estimates." Please confirm to us whether the
"range of
      estimates" refers to either (i) multiple estimates for a given metric
within a given year or
      (ii) the overall group of estimates presented in the table on page 139.
In the case of option
      (i), please disclose this forecasted information in the document or
explain to us why it is
      not required to be disclosed.
Certain Financial Analysis
Comparable Company Analysis, page 140

9.    Please revise to briefly describe how HEC's management determined the
      enterprise values" for Talkspace and the companies used in the comparable
        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

       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

FirstName LastNameDouglas L. Braunstein
                                                             Division of
Corporation Finance
Comapany NameHudson Executive Investment Corp.
                                                             Office of Life
March 30, 2021 Page 3
cc:       Iliana Ongun, Esq.
FirstName LastName