United States securities and exchange commission logo

                            January 12, 2023

       Jennifer Fulk
       Chief Financial Officer
       Talkspace, Inc.

                                                        Re: Talkspace, Inc.
                                                            Form 10-K for the
fiscal year ended December 31, 2021
                                                            Filed February 25,
                                                            Response Dated
December 22, 2022
                                                            File No. 001-39314

       Dear Jennifer Fulk:

              We have reviewed your December 22, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response to these comments, we may have
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       December 13, 2022 letter.

       Form 10-K for the fiscal year ended December 31, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Revenues, page 64

   1.                                                   We note in your
response to prior comment 2 that revenue prior to the impact of revenue
                                                        reserves is a non-GAAP
measure. It appears that this non-GAAP measure represents a
                                                        tailored accounting
principle prohibited by Rule 100(b) of Regulation G, as discussed in
                                                        Question 100.04 of the
Non-GAAP Financial Measures Compliance and Disclosure
(CD&Is). Please remove this non-GAAP measure from future filings.
                                                        Alternatively, tell us
how you comply with the guidance.
 Jennifer Fulk
Talkspace, Inc.
January 12, 2023
Page 2

Consolidated Financial Statements
Revenue Recognition, page 80

2.     We have reviewed your responses to prior comments 3 and 4 and have the
           Your references to, and use of, revenue reserves does not appear
consistent with the
          guidance in ASC 606 as ASC 606 does not make reference to reserves.
          explain to us in further detail the nature of your revenue reserves,
how revenue
          reserves are determined, and how your use of revenue reserves
complies with ASC
           In addition, you set forth that you have not recorded any bad debt
expense for 2021
          and 2020 and that your contracts do not contain variable
consideration, but it appears
          that you are applying ASC 606-10-32-5 when you record revenue
reserves. Please
          clarify for us whether the promised consideration is variable as set
forth in
          either ASC 606-10-32-7 (a) or (b);
           Please clarify for us which of the methods under ASC 606-10-32-8 you
utilize to
          estimate variable consideration, if applicable;
           Revise your disclosure to include all of the items required by ASC
606-10-50, as
          applicable. For example, provide the qualitative and quantitative
disclosure about the
          significant judgments and changes in judgments, including inputs and
          related to your accounting for discounts, rebates, refunds, or
credits, as set forth in
          ASC 606-10- 50-1(b), 50-17, and 50-20; and
           Please provide us a revised accounting policy and disclosure that
address any changes
          or clarifications from the preceding comments, to be included in
future filings.

        You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting
Chief, at 202-551-3676 if you have questions regarding the comments and related


FirstName LastNameJennifer Fulk                             Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameTalkspace, Inc.
January 12, 2023 Page 2
cc:       John Reilly, General Counsel
FirstName LastName