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United States securities and exchange commission logo
March 1, 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.
Registration
Statement on Form S-4
Filed February 2,
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.
Registration Statement on Form S-4
Cover Page
1. Please revise to
disclose the expected ownership percentages of current HEC
stockholders, current
Talkspace stockholders, the PIPE Investors and the Sponsor (and its
affiliates).
Summary of the Material Terms of the Transactions, page 11
2. We note your disclosure
here and throughout that Talkspace's existing stockholders will
own 50.8% of Talkspace,
Inc. following the mergers, excluding stock underlying HEC's
warrants, assuming no
HEC public stockholder redemptions and assuming that transaction
expenses are $49
million. We further note your disclosure on pages 110-111 which
indicates that the cash
and stock payable to existing Talkspace stockholders is subject to
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
March2 1, 2021 Page 2
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FirstName LastName
adjustment depending on the aggregate elections made with respect to
the cash and stock
consideration. Please revise here and throughout to clarify whether
your 50.8% ownership
estimate for existing Talkspace stockholders in the combined company
also assumes that
the Closing Cash Consideration equals the Cash Election Amount.
Alternatively, please
tell us why these revisions would not be necessary.
Questions and Answers About the Proposals
How do I exercise my redemption rights?, page 19
3. Please revise the response to this question to explain how beneficial
owners who hold
their shares in "street name" can exercise their redemption rights.
Please also clarify that a
stockholder who wishes to exercise redemption rights must vote either
"for" or "against"
the business combination proposal.
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 23
4. Please revise your characterization of the business as a technology
company at our core,
given your revenue is derived from virtual behavioral health services.
5. Please revise this section as well as the Overview in the "Information
about Talkspace"
section to generally describe the behavioral health conditions that
your providers treat and
whether there any behavioral health indications, including major
mental disorders, for
which your providers do not offer treatment.
6. Please disclose your client, member, patient and provider retention
rates, respectively.
We also note your reference to renewal rates, please define this
term and disclose any
other key metrics pertaining to retention and renewal for clients,
members, patients and
providers.
7. Please define at first use active member," covered and B2B
lives. Disclose your key
metrics.
8. Discuss the types of agreements into which you enter where you
cover individuals. For
example, it appears that covered may refer to individuals
eligible to receive your
services for a fee yet to be paid. Alternatively, covered may
involve individuals you
agree to cover should such individuals invoke the right to your
services under some
prepaid umbrella agreement with business clients.
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
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Interests of Certain Persons in the Business Combination, page 31
9. We note that the two bookrunners of HEC's IPO, Citigroup and J.P.
Morgan, both have
roles in the business combination and are providing financial advisory
and placement
agent services. Please consider disclosing (i) the cost of these
services, (ii) whether or not
the fees are conditioned on the consummation of a business combination
and (iii) and
potential conflict of interest that Citigroup and J.P. Morgan may have
in providing these
services given the deferred underwriting compensation discussed
elsewhere in the
prospectus. For guidance, refer to CF Disclosure Guidance: Topic No.
11.
Risk Factors, page 35
10. Please disclose how, if at all, the economics of your relationship
with your clients,
members, providers, business partners and other parties with which
Talkspace maintains
business relationships will change with your transition to TPN
management and resulting
risks of loss of such relationships with potentially material adverse
impact on your
business and financial results.
11. We note your disclosure of potential decrease in number of providers.
Disclose material
changes in your provider retention from increased therapy demands and
the prevalence of
teletherapy caused by COVID-19.
Risk Factors
Negative media coverage could adversely affect our business , page 55
12. Please expand your discussion on what basis therapists advocacy groups
have lobbied the
American Psychological Association to reexamine its stance on
telemental health,
including challenging your partnerships with healthcare providers and
the efficacy of
telemental health, including the use of text messaging and any
determination by the
association.
The provision of our amended and restated certificate of incorporation
requiring exclusive
forum..., page 100
13. We note your disclosure that the federal district courts of the United
States of
America shall be the exclusive form for complaints asserting a cause
of action arising
under the Securities Act. We further note that Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder.
Please revise to clarify that there is uncertainty as to whether a
court would enforce this
federal forum provision and to state that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder.
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
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Background of the Transactions, page 128
14. Please revise this section to disclose how HEC and Talkspace first
became aware that
there was mutual interest in a potential business combination and, if
relevant, disclose the
identity of the person(s) who introduced representatives of HEC to
representatives of
Talkspace.
15. We note your disclosure indicating that representatives of HEC and
Talkspace held a
teleconference on July 6, 2020. We further note that the parties did
not enter into a non-
disclosure agreement until October 20, 2020. Please revise to explain
why the parties did
not enter into a non-disclosure agreement for several months after
their initial meeting.
Please also revise to disclose whether HEC pursued any other
acquisition opportunities
during this time period and, if so, disclose the extent of
negotiations with other business
combination targets. To the extent that any preliminary proposals were
submitted, please
disclose all material proposal terms, including transaction structure,
valuation, and equity
split distribution.
16. Please revise to disclose how HEC's management determined a total
enterprise valuation
of Talkspace of $1.3 to $1.5 billion in the preliminary term sheet
sent to Talkspace's
representatives with the IOI on November 10, 2020. In that regard, we
note that the
exercise price for Talkspace s option grants dated August 18, 2020
appears to an imply an
enterprise valuation of Talkspace that is significantly lower than
$1.3 to $1.5 billion. In
your revisions, 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 Stockholders not Holding a Majority Position in Talkspace, Inc., page 136
17. We note your parenthetical which appears to imply that HEC's public
stockholders will
own 50.8% of Talkspace, Inc. Elsewhere in the prospectus, your
disclosure indicates that
HEC's public stockholders will have an ownership interest of 25.1% of
the combined
company, subject to several assumptions. Please revise your disclosure
or advise.
HEC's Board of Directors' Reasons for Approval of the Transactions.
Certain Forecasted Financial Information for Talkspace, page 137
18. We note your disclosure that Talkspace provided HEC with internally
prepared forecasts
and that in its presentation to the HEC Board, HEC management
presented certain
forecasted financial information for Talkspace provided by Talkspace.
Please disclose all
material projections.
19. We note your table presenting the selected forecasted financial
information that HEC
management reviewed with the HEC Board and which was used by HEC in
connection
with the financial analysis disclosed. Please disclose the basis and
assumptions used to
calculate the forecasted financial information.
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
March5 1, 2021 Page 5
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Certain Financial Analysis, page 139
20. Please revise to disclose how the companies in the Core Peers,
Disruptive Healthcare and
High Growth Internet categories were selected and whether there were
any comparable
companies excluded from the analysis and if so, the reasons for these
exclusions.
Sources and Uses for the Business Combination, page 143
21. Please revise this section to (i) state whether the number of
redemptions of common stock
by HEC s stockholders would affect the amounts shown in the sources
and uses table and
(ii) discuss any material estimates underlying the amounts shown in
the table. To the
extent the number of HEC common stock redemptions would affect the
amounts shown in
the table, please consider including a sources and uses table that
assumes no redemptions
of HEC s common stock as well as a sources and uses table that
assumes maximum
redemptions.
Plan Benefits, page 156
22. Please disclose the planned exercise prices for the options to be
granted to employees in
connection with the closing of the Business Combination.
Information about Talkspace
Overview, page 185
23. Please revise to disclose the number of Talkspace's members that
utilize text, audio or
video message therapy and the number of your members that utilize live
video therapy.
Please also discuss whether you have observed any differences in
clinical outcomes or
retention based on the channel through which therapy is delivered to
Talkspace members.
For the studies of Talkspace members cited throughout this section,
please revise to
disclose the channel(s) through which behavioral health services were
delivered to study
participants.
Employer/employee insights, page 191
24. We note your statement that therapy has transitioned to a basic
necessity and is now a
priority for many employers to provide as a benefit. Please revise to
provide the basis for
this statement.
Fully Treated Total Addressable Market, page 191
25. Please revise this section to state whether you have had any
discussions with foreign
regulators regarding the expansion of Talkspace into non-U.S.
jurisdictions and to clarify
how much of your revenue comes from non-U.S. members.
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
March6 1, 2021 Page 6
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The COVID-19 pandemic s impact on virtual care and behavioral health
landscape
Enhanced care impact and clinical outcomes, page 191
26. We note your statement here, along with similar statements on pages
186, 187, 194 and
195. that you believe that the Talkspace platform empowers clinicians
to deliver improved
clinical outcomes. We further note your disclosure on page 199 showing
similar
improvements in depression and anxiety symptoms observed among
Talkspace's members
compared to patients in traditional face-to-face therapy. Please
revise your disclosure to
provide the basis for your statement that providers using the
Talkspace platform are
empowered to drive improved clinical outcomes.
Our Offerings, page 192
27. Please revise this section to clarify if there are any limitations on
the medications that your
psychiatrist providers can prescribe. To the extent that your
psychiatry providers are
unable to prescribe medications that other providers can prescribe,
please discuss whether
this causes any limitations in your ability to serve members.
Our Customers, page 193
28. Please clarify the use of your term partner in the different
models, including the
existence and terms of contracts governing the relationships.
Our Competitive Strengths, page 198
29. We note your statement that Talkspace's clients experienced a 56%
increase in work
productivity and a 68% improvement in activities done outside of work.
Please revise to
state how these two metrics were quantified and measured. Please also
revise to disclose
how many participants were evaluated in the study.
Therapists, Physicians and Healthcare Professionals, page 202
30. Please revise your disclosure to discuss why Talkspace believes that
it is now necessary to
transition to a structure where it will enter into various agreements
with TPN and why it
was not necessary previously. In addition, please disclose when
Talkspace plans to
implement the new structure.
Finally, provide us with your analysis as to how your new structure,
exercising control
over physician affiliates and consolidating financial results,
comports with the corporate
practice of medicine doctrine generally and those laws of the top
states from which you
generate revenue.
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
March7 1, 2021 Page 7
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Unaudited Pro Forma Condensed Combined Financial Information
Note 6. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of
September 30, 2020, page 235
31. Regarding pro forma adjustment (k), it is not clear how this
adjustment reflects the
issuance of Talkspace, Inc. common stock under each scenario. Please
revise or advise.
Talkspace's Management's Discussion and Analysis
Overview, page 242
32. On page 185 you disclose you had approximately over 30,000
business-to-consumer
( B2C ) active members, as of January 31, 2021. On page 242,
you disclose you had
over 30,000 B2C members as of January 31, 2020. Please correct as
necessary.
Components of Results of Operations
Revenues, page 244
33. Please disclose the key terms and conditions of your membership
subscriptions, including
the length of a typical subscription period, cancellation policies,
and billing provisions.
34. Please provide a discussion of how the revenue recognition policies
and accounting
treatment of provider costs in the consolidated financial statements
will change after
transitioning to the new structure through agreements with TPN. Please
clarify the timing
of these changes and how the new structure will affect the
comparability of amounts
recorded in the consolidated financial statements.
Cost of Revenues, page 245
35. Please clarify the typical terms of your agreements with providers,
including terms and
provisions for payment. Discuss the accounting treatment for the
elements of provider
compensation, including fixed and variable payment provisions and the
variable incentive
bonus.
Douglas L. Braunstein
FirstName LastNameDouglas
Investment L. Braunstein
Hudson Executive Corp.
Comapany
March NameHudson Executive Investment Corp.
1, 2021
March8 1, 2021 Page 8
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Results of Operations
Revenues, page 247
36. Please quantify the amount of the increase in revenue from new
consumer subscriptions,
from health plan clients, and from the addition of new enterprise
platform access revenue.
Disclose the underlying number of active B2C members that use
Messaging Plus,
Messaging Premium and Live Tale Ultimate as of the end of each period
discussed so
investors can better understand the reasons for the increase in
revenue and other changes
in operating results. Provide a roll forward for each service with the
number of new
members and the number of cancelled members of each service. This will
allow investors
to understand the underlying drivers, as well as significant trends in
member acquisition
and retention. Quantify changes in the number of health plan clients
and quantify and
explain the underlying reasons for material changes in activity from
previously existing
health plan clients. Please revise the discussion of the annual
periods accordingly.
Groop Internet Platform Inc. Financial Statements for the period ended December
31, 2019
Note 2. Significant Accounting Policies, page F-39
37. Please provide the disclosures required by ASC 810-10-50 with regard
to variable interest
entities you are involved with during the applicable periods.
h. Revenue recognition, page F-41
38. Please revise your disclosure to provide a detailed discussion
regarding the nature of your
product offerings and your revenue recognition policies for each of
your customers (e.g.
consumers, health plans, and enterprise clients), clearly indicating
when revenue is
recognized and the significant payment terms for each of your
customers. In addition,
disclose whether any of these arrangements include contractual
minimums or variable
consideration and, if so, how you account for these types of
arrangements. Also, clarify
what you mean by "...on a subsidized basis" as noted on page 192.
Refer to ASC 606-10-
50.
Note 10. Subsequent Event, page F-53
39. Please tell us your consideration of the need to provide financial
statements pursuant to
Rule 3-05 of Regulation S-X for the transaction with Lasting.
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.
March 1, 2021
Page 9
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 1, 2021 Page 9
cc: Iliana Ongun, Esq.
FirstName LastName