MAK Capital and Michael Kaufman disclose 4.2% stake in Talkspace (TALK)

Rhea-AI Filing Summary

Talkspace, Inc. Schedule 13G/A reports that MAK Capital Fund LP, MAK Capital One L.L.C. and Michael A. Kaufman collectively beneficially own 6,929,273 shares of Common Stock, representing 4.2% of the class as of 03/12/2026. The filing cites 165,656,124 shares outstanding as of November 4, 2025 from the issuer's Form 10-Q.

The filing shows shared voting and dispositive power over the 6,929,273 shares and confirms this is an amendment (Amendment No. 1) to a previously filed Schedule 13G. The signatures are provided by Michael A. Kaufman as managing member.

Insights

Governance Analyst

MAK reports a passive 4.2% stake with shared control over 6.93M shares.

The filing documents beneficial ownership of 6,929,273 shares and attributes shared voting and dispositive power to the reporting persons as of 03/12/2026. The outstanding share base cited is 165,656,124 shares as of November 4, 2025.

Because this is a Schedule 13G/A amendment, the position is presented as passive; subsequent filings would reveal any change in intent or disposition. Cash‑flow treatment and sale plans are not included in the excerpt.

Equity Structuring Specialist

Position size is below 5% reporting threshold for certain actions but creates visible ownership.

The report shows shared voting/dispositive power over 6,929,273 shares, equal to 4.2% of the common stock using the issuer's stated outstanding count. The filing is an amendment, which typically updates ownership figures or corrections.

Material market effects are unlikely from this filing alone; further material change would require a different filing type or a beneficial ownership increase beyond filing thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Talkspace, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03/09/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

MAK Capital Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,929,273.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,929,273.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,929,273.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.2 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The calculation is based upon 6,929,273 shares of Common Stock beneficially owned as of 03/12/2026 and a total of 165,656,124 shares of Common Stock, $0.0001 par value per share, outstanding as of November 4, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

MAK Capital One L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,929,273.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,929,273.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,929,273.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.2 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: The calculation is based upon 6,929,273 shares of Common Stock beneficially owned as of 03/12/2026 and a total of 165,656,124 shares of Common Stock, $0.0001 par value per share, outstanding as of November 4, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

Michael A. Kaufman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,929,273.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,929,273.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,929,273.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The calculation is based upon 6,929,273 shares of Common Stock beneficially owned as of 03/12/2026 and a total of 165,656,124 shares of Common Stock, $0.0001 par value per share, outstanding as of November 4, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Talkspace, Inc.
(b)	Address of issuer's principal executive offices: 622 THIRD AVENUE, 622 THIRD AVENUE, NEW YORK, NEW YORK, 10017.
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed by: i. MAK Capital Fund LP ("MAK Fund") ii. MAK Capital One L.L.C. ("MAK Capital"); and iii. Michael A. Kaufman ("Mr. Kaufman," and collectively with MAK Fund and MAK Capital, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: The principal business address of (i) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda; and (ii) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st Floor, New York, NY 10022.
(c)	Citizenship: MAK Capital Fund LP is a Bermuda limited partnership. MAK Capital One L.L.C. is a Delaware limited liability company. Mr. Kaufman is a United States citizen.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 87427V103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,929,273
(b)	Percent of class: 4.2% The calculation is based upon 6,929,273 shares of Common Stock beneficially owned as of 03/12/2026 and a total of 165,656,124 shares of Common Stock, $0.0001 par value per share, outstanding as of November 4, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 6,929,273
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,929,273
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

MAK Capital Fund LP

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	03/12/2026

MAK Capital One L.L.C.

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	03/12/2026

Michael A. Kaufman

Signature:	/s/ Michael A. Kaufman
Name/Title:	Michael A. Kaufman
Date:	03/12/2026

FAQ

What stake does MAK Capital report in TALK?

MAK Capital reports beneficial ownership of 6,929,273 shares, equal to 4.2% of common stock. The percentage is calculated using 165,656,124 shares outstanding reported as of November 4, 2025 in the issuer's Form 10-Q.

Who are the reporting persons on the Schedule 13G/A for TALK?

The filing is by MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman. Addresses and citizenship are provided for each entity and Mr. Kaufman, who signed the amendment dated 03/12/2026.

Does the Schedule 13G/A show voting or dispositive power for TALK shares?

Yes; the reporting persons disclose shared voting power and shared dispositive power over all 6,929,273 shares. Sole voting and dispositive power are reported as 0 in the excerpt.

Is the TALK position described as passive in this filing?

The filing is a Schedule 13G/A amendment, which is used for passive investors; the amendment language and form type indicate a passive reporting status rather than an active acquisition or disposition intent.