Qumra backs Talkspace (TALK) sale to Universal Health Services with 5% stake

Rhea-AI Filing Summary

Qumra Capital and its affiliates have amended their Schedule 13D on Talkspace, Inc. to reflect a new voting agreement tied to Talkspace’s planned merger with Universal Health Services. Qumra Capital II, L.P. beneficially owns 8,573,437 shares of Talkspace common stock, representing 5.2% of the class, based on 165,656,124 shares outstanding as of November 4, 2025. Managing partner Erez Shachar is deemed to beneficially own 8,947,195 shares, or 5.4% of the class, including shares held through Qumra entities.

Under a Voting Agreement dated March 9, 2026, certain Qumra reporting persons agreed to vote all of their Talkspace shares in favor of adopting the Merger Agreement with Universal Health Services and against alternative takeover proposals or actions that would reasonably be expected to interfere with or delay the merger. The voting commitments end upon specified events, including termination of the Merger Agreement, completion of the merger, or certain adverse amendments to the merger terms affecting consideration to these holders.

Insights

M&A and shareholder-activism analyst

Qumra locks in support for Talkspace’s sale to Universal Health Services, aligning over 5% of shares with the merger.

The amendment shows Qumra Capital II, L.P. controlling 8,573,437 Talkspace shares, or 5.2% of the outstanding common stock, with related entities and individuals sharing voting and dispositive power. This confirms Qumra as a significant shareholder in the company.

The new Voting Agreement requires these holders to vote their shares in favor of adopting the Agreement and Plan of Merger with Universal Health Services, Inc. and against competing takeover proposals or obstructive actions. This increases deal certainty by contractually aligning an over-5% block with the transaction.

The agreement includes clear termination triggers, such as termination of the Merger Agreement, completion of the merger, or amendments that reduce or adversely affect consideration for these holders without their consent. Subsequent company disclosures about the merger’s progress and any amendments to terms will shape how important this locked-up stake remains to the deal outcome.

Key Figures

Qumra Capital II beneficial ownership: 8,573,437 shares Qumra Capital II ownership percentage: 5.2% Erez Shachar beneficial ownership: 8,947,195 shares +3 more

6 metrics

Qumra Capital II beneficial ownership 8,573,437 shares Talkspace common stock beneficially owned by Qumra Capital II, L.P.

Qumra Capital II ownership percentage 5.2% Percent of Talkspace common stock class represented by Qumra Capital II’s holdings

Erez Shachar beneficial ownership 8,947,195 shares Aggregate Talkspace shares beneficially owned by Erez Shachar

Erez Shachar ownership percentage 5.4% Percent of Talkspace common stock class represented by Shachar’s holdings

Shares outstanding baseline 165,656,124 shares Talkspace common shares outstanding as of November 4, 2025

Merger and Voting Agreement date March 9, 2026 Date of Merger Agreement and Voting Agreement execution

Key Terms

Agreement and Plan of Merger, Voting Agreement, beneficially owned, dispositive power, +2 more

6 terms

Agreement and Plan of Merger financial

"On March 9, 2026, the Issuer entered into an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Voting Agreement financial

"Parent entered into a voting agreement (the "Voting Agreement") with certain Reporting Persons"

beneficially owned financial

"agreed to vote all of their shares of the Issuer's Common Stock beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"shares voting and dispositive power by virtue of serving as the general partner"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

percent of class financial

"Percent of class represented by amount in Row (11) 5.2 %"

indirect wholly owned subsidiary financial

"the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Talkspace, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

87427V103

(CUSIP Number)

Sharon Beredjick Cohen
c/o Qumra Capital, 4 HaNevi'im Street,
Tel Aviv, L3, 6435604
972-3-6055205

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 87427V103

1

Name of reporting person

QUMRA CAPITAL II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,573,437.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,573,437.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,573,437.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s): 87427V103

1

Name of reporting person

Qumra Capital GP II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,573,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,573,437.00

11

Aggregate amount beneficially owned by each reporting person

8,573,437.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, L.P. ("Qumra Capital II"), as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of Qumra Capital II. Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s): 87427V103

1

Name of reporting person

Qumra Capital Israel I Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,573,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,573,437.00

11

Aggregate amount beneficially owned by each reporting person

8,573,437.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of the general partner of Qumra Capital II. Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s): 87427V103

1

Name of reporting person

Erez Shachar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 373,758.00
8	Shared Voting Power 8,573,437.00
9	Sole Dispositive Power 373,758.00
10	Shared Dispositive Power 8,573,437.00

11

Aggregate amount beneficially owned by each reporting person

8,947,195.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a managing partner of Qumra Capital Israel I Ltd. (which serves as the general partner of the general partner of Qumra Capital II). Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s): 87427V103

1

Name of reporting person

Boaz Dinte

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,573,437.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,573,437.00

11

Aggregate amount beneficially owned by each reporting person

8,573,437.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a managing partner of Qumra Capital Israel I Ltd. (which serves as the general partner of the general partner of Qumra Capital II). Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Talkspace, Inc.
(c)	Address of Issuer's Principal Executive Offices: 622 Third Avenue, New York, NEW YORK , 10017.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the previously filed statement on Schedule 13D filed on July 1, 2021 (as amended and supplemented from time to time, the "Schedule 13D") by the Reporting Persons, relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Talkspace, Inc., a Delaware corporation (the "Issuer" or "Talkspace"). Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 4.	Purpose of Transaction
	The second paragraph of Item 4 of the Schedule 13D is hereby amended and replaced by the following: The information provided in Item 6 is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	The first sentence of Item 5 of the Schedule 13D is deleted in its entirety. Items 5(a) and 5(b) of the Schedule 13D are each hereby amended and replaced to incorporate by reference the information provided in the cover pages and in response to Item 1 of this Amendment No. 1.
(b)	See (a) above.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: Merger Agreement On March 9, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Universal Health Services, Inc., a Delaware corporation ("Parent"), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent. Voting Agreement On March 9, 2026, concurrently with the execution of the Merger Agreement, Parent entered into a voting agreement (the "Voting Agreement") with certain Reporting Persons, solely in their capacities as stockholders of the Issuer, pursuant to which, among other things, the Reporting Persons (collectively, the "Holders"), among other things, agreed to vote all of their shares of the Issuer's Common Stock beneficially owned (i) in favor of adopting the Merger Agreement and any other actions contemplated by the Merger Agreement in respect of which the approval of the Company's stockholders is requested, (ii) against any alternative takeover proposal from a third party and (iii) against any other action that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. The Voting Agreement will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time (as defined in the Merger Agreement), (iii) the entry, without the prior written consent of the applicable Holders, into any material modification or amendment to the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to such Holders pursuant to the Merger Agreement as in effect on the date of the Voting Agreement and (iv) with respect to any Holder, the mutual written agreement of such Holder and Parent. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Voting Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: 99.1. Form of Voting Agreement (incorporated by reference to Exhibit 99.2 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 9, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

QUMRA CAPITAL II, L.P.

Signature:	/s/ Erez Shachar
Name/Title:	Erez Shachar, Managing Partner
Date:	03/30/2026

Qumra Capital GP II, L.P.

Signature:	/s/ Erez Shachar
Name/Title:	Erez Shachar, Managing Partner
Date:	03/30/2026

Qumra Capital Israel I Ltd.

Signature:	/s/ Erez Shachar
Name/Title:	Erez Shachar, Managing Partner
Date:	03/30/2026

Erez Shachar

Signature:	/s/ Erez Shachar
Name/Title:	Erez Shachar
Date:	03/30/2026

Boaz Dinte

Signature:	/s/ Boaz Dinte
Name/Title:	Boaz Dinte
Date:	03/30/2026

FAQ

How many Talkspace (TALK) shares does Qumra Capital beneficially own?

Qumra Capital II, L.P. beneficially owns 8,573,437 shares of Talkspace common stock. This represents 5.2% of the class, based on 165,656,124 shares outstanding as of November 4, 2025, as reported in Talkspace’s Form 10-Q.

What is Erez Shachar’s beneficial ownership in Talkspace (TALK)?

Erez Shachar is deemed to beneficially own 8,947,195 Talkspace shares, or 5.4% of the common stock. This total includes 373,758 shares over which he has sole voting and dispositive power, plus shares held by Qumra Capital II through his managing partner role.

What merger involving Talkspace (TALK) is referenced in this filing?

The filing references an Agreement and Plan of Merger dated March 9, 2026, among Talkspace, Inc., Universal Health Services, Inc. as Parent, and UHS Merger Subsidiary, Inc., under which Talkspace will become an indirect wholly owned subsidiary of Universal Health Services.

What does the Voting Agreement require Qumra holders to do with their Talkspace shares?

Under the Voting Agreement, certain Qumra reporting persons agreed to vote all Talkspace shares they beneficially own for adopting the Merger Agreement, against alternative takeover proposals, and against actions reasonably expected to materially impede, delay, or adversely affect completion of the merger.

When does the Voting Agreement related to Talkspace (TALK) terminate?

The Voting Agreement terminates upon the earliest of: valid termination of the Merger Agreement, the Effective Time of the merger, certain material adverse amendments to merger consideration without the applicable holder’s consent, or mutual written agreement between an individual holder and Universal Health Services.

How is the percentage ownership for Qumra’s Talkspace stake calculated?

Each percentage, such as 5.2% or 5.4%, is calculated using 165,656,124 Talkspace common shares outstanding as of November 4, 2025. This share count comes from Talkspace’s Form 10-Q filed with the SEC on November 6, 2025.