As filed with the Securities and Exchange Commission on March 4, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TALKSPACE, INC.

(Exact name of Registrant as specified in its charter)

Address Not Applicable

(212) 284-7204

(Address of principal executive offices) (Zip code)

TALKSPACE, INC. 2021 INCENTIVE AWARD PLAN

TALKSPACE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

CT Corporation System

28 Liberty Street

New York, New York 10005

(Name and address of agent for service)

(877) 467-3525

(Telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 7,642,436 shares of Talkspace, Inc.’s (the “Registrant”) common stock to be issued pursuant to the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 1,528,487 shares of the Registrant’s common stock to be issued pursuant to the 2021 Employee Stock Purchase Plan (the “2021 ESPP”, and together with the 2021 Plan and, the “Plans”) and for which a Registration Statement of the Registrant on Form S-8 relating to the Plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

The contents of the Registration Statement on Form S-8 (File No. 333-259165), filed with the Securities and Exchange Commission, relating to the Plans, are incorporated herein by reference.

The following documents are filed as exhibits to this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 4, 2022.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Douglas Braunstein and Jennifer Fulk, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

				1271 Avenue of the Americas
				New York, New York 10020-1401
				Tel: +1.212.906.1200 Fax: +1.212.751.4864
				www.lw.com
				FIRM / AFFILIATE OFFICES
				Austin		Moscow
				Beijing		Munich
				Boston		New York
				Brussels		Orange County
				Century City		Paris
March 4, 2022				Chicago		Riyadh
				Dubai		San Diego
				Düsseldorf		San Francisco
				Frankfurt		Seoul
Talkspace, Inc.				Hamburg		Shanghai
				Hong Kong		Silicon Valley
				Houston		Singapore
				London		Tel Aviv
				Los Angeles		Tokyo
				Madrid		Washington, D.C.
				Milan

Re: Talkspace, Inc. – Registration Statement on Form S-8

To the addressee set forth above:

We have acted as special counsel to Talkspace, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 9,170,923 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, which may be issued pursuant to the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Incentive Plan”) and the Talkspace, Inc. 2021 Employee Stock Purchase Plan (the “ESPP” and, together with the 2021 Incentive Plan, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

March 4, 2022

Page 2

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan of Talkspace Inc. of our report dated February 25, 2022, with respect to the consolidated financial statements of Talkspace Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

Tel Aviv, Israel

March 4, 2022

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Talkspace, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities