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United States securities and exchange commission logo
March 30, 2021
Douglas L. Braunstein
President, Chairman and Director
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
Re: Hudson Executive
Investment Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 18,
2021
File No. 333-252638
Dear Mr. Braunstein:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 23
1. We note your response
to prior comment 6 and re-issue in part. Given the nature of the
Talkspace business, we
continue to believe that B2C member retention rates and provider
retention rates would
provide meaningful information to investors. In that regard, we note
that the graphic on
page 194 and the accompanying disclosure provide information
regarding Talkspace
member retention rates, as compared to traditional therapy. Please
revise to disclose
historical B2C member retention rates and provider retention rates.
2. We note your response
to prior comment 7 and updated disclosure. Please revise to briefly
describe how an "active
member" loses active status (e.g. how long they are disengaged
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
30, 2021
March2 30, 2021 Page 2
Page
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
valuation.
HEC's Board of Directors' Reasons for Approval of the Transactions
Certain Forecasted Financial Information for Talkspace, page 138
8. We note your response to prior comment 18 and updated disclosure. We
further note that
your disclosure continues to indicate that the forecasted information
provided to the HEC
Board included a "range of estimates." Please confirm to us whether the
"range of
estimates" refers to either (i) multiple estimates for a given metric
within a given year or
(ii) the overall group of estimates presented in the table on page 139.
In the case of option
(i), please disclose this forecasted information in the document or
explain to us why it is
not required to be disclosed.
Certain Financial Analysis
Comparable Company Analysis, page 140
9. Please revise to briefly describe how HEC's management determined the
"forecasted
enterprise values" for Talkspace and the companies used in the comparable
company
analysis.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameDouglas L. Braunstein
Division of
Corporation Finance
Comapany NameHudson Executive Investment Corp.
Office of Life
Sciences
March 30, 2021 Page 3
cc: Iliana Ongun, Esq.
FirstName LastName