United States securities and exchange commission logo

                              December 13, 2022

       Jennifer Fulk
       Chief Financial Officer
       Talkspace, Inc.

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

       Dear Jennifer Fulk:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 additional comments.

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

       Cover, page 1

   1.                                                   Please revise your
filing to provide the address of your principal executive offices.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Revenues, page 64

   2.                                                   We note your reference
to higher revenue reserves. Please clarify for us and in future
                                                        filings the specific
reasons for the higher revenue reserves. In addition, we note your
                                                        reference to revenue
from your health plan clients, prior to the impact of revenue
                                                        reserves. Please
clarify whether your reference to revenue prior to the impact of revenue
                                                        reserves is a non-GAAP
 Jennifer Fulk
Talkspace, Inc.
December 13, 2022
Page 2
Consolidated Financial Statements
Revenue Recognition, page 80

3.     Please tell us whether the consideration promised in your contracts
contain a variable
       amount, as set forth in ASC 606-10-32-5 through 32-10, and describe for
us any related
       accounting. Revise your disclosure in future filings to address these
matters, as well. In
       addition, address how you considered the requirement to record a refund
liability as part
       of your accounting.
Revenue Reserves, page 82

4.     Please explain to us how your recognition of revenue reserves complies
with ASC 606. In
       this regard, identify the specific provisions you are relying upon for
your accounting and
       presentation. In addition, we note revenue reserves are recorded as a
reduction against
       revenue when identified. Clarify how you have considered ASC 606-10-45-4
as it relates
       to recording an expense related to the measurement of receivables.
       In closing, 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.

        You may contact Michael Fay at 202-551-3812 or Brian Cascio, Accounting
Chief, at 202-551-3676 with any questions.


FirstName LastNameJennifer Fulk                              Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NameTalkspace, Inc.
December 13, 2022 Page 2
cc:       John Reilly, General Counsel
FirstName LastName