Hudson Executive Investment Corp.

The registered count still assumes nobody takes cash: 108,362,537 shares answer Talkspace's outstanding capital stock on the assumption that no shares are exchanged for cash consideration, and 21,068,268 answer options outstanding as of January 12, 2021 on the assumption that no options are cashed out either. Both figures fall if holders elect cash instead, and options issued after that date under the merger agreement's terms are also covered. For fee purposes the stock is priced at $11.21, the Nasdaq average of the high and low on January 28, 2021.

Four amendments in, the registered figure still rests on two assumptions that both cut the same way: 108,362,537 shares are for Talkspace's capital stock assuming none of it is exchanged for cash consideration, and 21,068,268 are for shares issuable on Talkspace options outstanding as of January 12, 2021, again assuming no options are cashed out. The actual issuance is lower to the extent holders elect cash. The $11.21 price is still the January 28, 2021 Nasdaq high-low average, so the aggregate is not a current valuation.

The registered count assumes nobody takes cash: 108,362,537 shares are for outstanding Talkspace capital stock on the assumption that none is exchanged for cash consideration, and 21,068,268 more stand behind Talkspace options outstanding at January 12, 2021 on the same assumption, plus options issued later under the merger agreement, each at the agreement's exchange ratio. The figure is therefore a ceiling that cash elections reduce. The cover also prints HEC's Exchange Act file number, 001-39314, in the field for the industrial classification code.

The registered count assumes nobody takes cash: 108,362,537 shares answer Talkspace's outstanding capital stock on the assumption that no shares are exchanged for cash consideration, and 21,068,268 answer options outstanding as of January 12, 2021 on the assumption that no options are cashed out either. Both figures fall if holders elect cash instead, and options issued after that date under the merger agreement's terms are also covered. For fee purposes the stock is priced at $11.21, the Nasdaq average of the high and low on January 28, 2021, and the fee was previously paid.

Both components of the registered total are stated on an assumption that no cash is taken: the 108,362,537 shares assume no Talkspace capital stock is exchanged for cash consideration, and the 21,068,268 option shares assume no options are cashed out either, so the figure is a ceiling that falls if cash elections are made. The option overhang is roughly a fifth of the shares issued for the equity itself. The fee rests on a $11.21 Nasdaq average for HEC Class A common stock on January 28, 2021 and has already been paid.

The registered figure assumes nobody takes cash: 108,362,537 shares are for Talkspace's outstanding capital stock on the assumption that none of it is exchanged for cash consideration, and 21,068,268 are for shares issuable on Talkspace options outstanding as of January 12, 2021, again assuming no options are cashed out. Both assumptions push the same way, so the actual issuance is lower to the extent holders elect cash instead. Options issued after that date under the merger agreement are also covered by the same line.

What changed: Talkspace, Inc. completed its merger on August 17, 2026: Merger Sub merged into Talkspace, which survives as an indirect wholly owned subsidiary of Universal Health Services, Inc. Each outstanding share of common stock, other than cancelled shares and shares as to which appraisal rights were perfected, was converted into the right to receive $5.25 in cash without interest. Total cash consideration to equityholders was approximately $870.6 million, funded from borrowings under the parent's credit facilities. Nasdaq trading was halted before the open and a Form 25 was requested. Why it matters: The de-SPAC is cashed out: holders receive $5.25 per share, the shares stop trading, and the company intends to file a Form 15 to terminate registration, so there is no continuing listed equity to value. Vested options and RSUs were cashed out at the same price; unvested awards converted into awards over the parent's Class B shares at a ratio set by the two closing prices on the last day Talkspace traded.