Talkspace, Inc. reports beneficial ownership of 8,601,689 shares of its common stock, representing 5.2% of the class. The filing states the share count is beneficially owned as of 3/2/2026 and uses a total share base of 165,656,124 shares outstanding as of 11/4/2025 for the percentage calculation.
The Schedule 13G shows shared voting and dispositive power over all 8,601,689 shares by MAK Capital entities and Michael A. Kaufman, with no sole voting or dispositive power reported.
Positive
None.
Negative
None.
Insights
Large passive holder disclosed shared control of 8.6M shares.
The filing lists 8,601,689 shares and 5.2% beneficial ownership as of 3/2/2026, calculated using 165,656,124 shares outstanding as of 11/4/2025. The position is reported on a Schedule 13G, which typically indicates passive intent under applicable rules.
Holder structure shows shared voting and dispositive power among MAK Fund, MAK Capital One L.L.C., and Michael A. Kaufman; future disclosures would clarify any change in intent or aggregated holdings.
Stake size may be relevant to governance but is below common control thresholds.
The disclosed 5.2% stake could influence perceptions of shareholder composition without implying active control; the reporting names a Bermuda fund, a Delaware LLC, and an individual as related reporting persons.
Events to watch include any amendment converting to a Schedule 13D or additional filings that change voting/dispositive power or state an active intent; timing not specified in the provided excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Talkspace, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
02/24/2026
(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
8,601,689.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,601,689.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,601,689.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The calculation is based upon the shares of Common Stock beneficially owned as of 3/2/2026 and a total of 165,656,124 shares of Common Stock 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
8,601,689.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,601,689.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,601,689.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The calculation is based upon the shares of Common Stock beneficially owned as of 3/2/2026 and a total of 165,656,124 shares of Common Stock 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
8,601,689.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,601,689.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,601,689.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The calculation is based upon the shares of Common Stock beneficially owned as of 3/2/2026 and a total of 165,656,124 shares of Common Stock 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, New York, New York 10017
Item 2.
(a)
Name of person filing:
This Schedule 13G 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:
8,601,689
(b)
Percent of class:
5.2
The calculation is based upon the shares of Common Stock beneficially owned as of 3/2/2026 and a total of 165,656,124 shares of Common Stock 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:
8,601,689
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,601,689
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 reported beneficial ownership of 8,601,689 shares, equal to 5.2% of the class, using an outstanding share base of 165,656,124 as of 11/4/2025.
As of which date is the beneficial ownership reported for TALK?
The beneficial ownership is reported as of 3/2/2026 in the filing, and the percentage uses shares outstanding as of 11/4/2025 for its calculation.
Who are the reporting persons named for the TALK filing?
The filing is made by MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman, listing shared voting and dispositive power over the reported shares.
Does the filing indicate sole voting or dispositive power for TALK shares?
No; the filing states 0 shares of sole voting power and sole dispositive power, and 8,601,689 shares of shared voting and dispositive power for the reporting persons.
Is the Schedule 13G filing indicative of active control of TALK?
A Schedule 13G generally signals passive intent; this filing reports a 5.2% stake but does not state active control or plans to influence management in the provided excerpt.
