Talkspace, Inc.

We do not view any of our leased facilities as material to our business.

• We may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may prevent or delay consummation of the Merger, divert management’s attention, and otherwise materially harm our business.
• We have incurred, and will continue to incur, significant direct and indirect costs as a result of the Merger.
• If the Merger is not consummated, our stock price may decline, and we will have incurred substantial costs.
• RISKS RELATED TO OUR OPERATING RESULTS
• We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth, and we may experience difficulties in managing our growth and expanding our operations, which could have a material adverse effect on the market price of our common stock.
• RISKS RELATED TO OUR BUSINESS AND INDUSTRY
• Rapid technological change in our industry presents us with significant risks and challenges.
• We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations will be harmed.
• We derive a material portion of our revenue from our largest customers. The loss, termination, or renegotiation of any contract with such customers could negatively impact our results.
• If we are unable to secure customers' contract renewals, our business, financial condition and results of operations will be harmed.
• The future growth and profitability of our business will depend in large part upon the effectiveness and efficiency of our marketing efforts, and our ability to develop brand awareness cost-effectively.
• We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.
• Our growth depends in part on the success of our strategic relationships with third parties that we provide services to.
• Our virtual behavioral healthcare strategies depend on our ability to maintain and expand our network of therapists, psychiatrists and other providers. If we are unable to do so, our future growth would be limited and our business, financial condition and results of operations would be harmed.
• Developments affecting spending by the healthcare industry could adversely affect our business.
• Negative media coverage and social media engagement could adversely affect our business.
• We may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.
• A decline in the prevalence of enterprise-sponsored healthcare or the emergence of new technologies may adversely impact our DTE business or require us to expend significant resources in order to remain competitive.
• We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform and offerings.
• We rely on data center providers, Internet infrastructure, bandwidth providers, third-party computer hardware and software, other third parties and our own systems for providing services to our customers and members, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers and members, adversely affecting our brand and our business.
• We and our third-party vendors have experienced cybersecurity incidents from time to time. If our or our vendors’ security measures fail or are breached in the future and unauthorized access to a customer’s data or information systems is obtained, our services may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed, and we could lose sales, customers and members.
• There may be adverse tax, legal and other consequences if the employment status of providers on our platform is challenged.
• Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies, and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect proprietary data on consumer behavior.
• Certain U.S. state and local tax authorities may assert that we have a nexus with such states or localities and may seek to impose state and local income taxes on our income allocated to such state and localities and assert we are required to collect sales and use taxes.
• Our ability to use our net operating losses and certain other attributes may be subject to certain limitations.
• We depend on our senior management team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business.
• We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could have a material adverse effect on our business, financial condition and results of operations.
• RISKS RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT
• Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
• Evolving government regulations may result in increased costs or adversely affect our results of operations.
• We are dependent on our relationships with affiliated professional entities, which we do not own, to provide physician and other professional services, and our business, financial condition and our ability to operate in certain jurisdictions would be adversely affected if those relationships were disrupted or if our arrangements with our providers or customers are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.
• The impact on us of ongoing healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations.
• We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.
• Our use and disclosure of personal information, including PHI, personal data, and other health information, is subject to state, federal or other privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our customer base and member bases and revenue.
• We may be exposed to compliance obligations and risks under anti-corruption, export controls and economic sanctions laws and regulations of the United States and applicable non-U.S. jurisdictions, and any instances of noncompliance could have a material adverse effect on our reputation and the results of our operations.
• RISKS RELATED TO OUR INTELLECTUAL PROPERTY
• Any failure to protect, enforce or defend our intellectual property rights could impair our ability to protect our technology and our brand.
• Third parties may challenge the validity of our trademarks and patents or oppose trademark and patent applications. Companies with other patents could require us to stop using or pay to use required technology.
• We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.
• Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business, financial condition and results of operations.
• We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third-parties that may not result in the development of commercially viable solutions or the generation of significant future revenues.
• RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK, OUR WARRANTS AND OPERATING AS A PUBLIC COMPANY
• If we fail to maintain effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
• Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
• The provision of our Certificate of Incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
• Future sales and resales of our common stock may cause the market price of our securities to drop significantly, even if our business is doing well.
• An investor's percentage of ownership in the Company may be diluted in the future.
• We do not intend to pay cash dividends for the foreseeable future.
• You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.
• We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
• The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.
• We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
• GENERAL RISK FACTORS
• The price of our securities may be volatile.
• Economic uncertainties or downturns in the general economy or the industries in which our customers operate could disproportionately affect the demand for our solution and negatively impact our results of operations.
• We may need to raise additional capital in the future in order to execute our business plans, which may not be available on terms acceptable to us, or at all.
• Changes in tax laws could adversely affect our operating results and financial condition.
• We may be subject to litigation, which is expensive, time-consuming and could divert management attention.
• Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.
• We could experience losses or liability not covered by insurance.