Talkspace SPAC Presentation Deck
Disclaimer
About this Presentation
This presentation (this "Presentation") has been prepared for use by Hudson Executive Investment Corp. ("Hudson") and Groop Internet Platform, Inc. (d/b/a Talkspace) (the "Company") in connection with their proposed business
combination (the "Business Combination"). This presentation is for informational purposes only and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Hudson and Talkspace. The information
contained herein does not purport to be all-inclusive and none of Hudson, the Company or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the
information contained in this Presentation. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Hudson, the Company, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a
recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein to the extent you deem necessary.
Forward Looking Statements
Certain statements in this Presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or Hudson's or the Company's future financial or operating performance. For example, projections of future revenue and other metrics are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-
looking statements are based upon estimates and assumptions that, while considered reasonable by Hudson and its management, and the Company and its management, as the case may be, are inherently uncertain. Nothing in this
Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Hudson nor the Company undertakes any duty to update these forward-looking statements.
Non-GAAP Financial Measures
This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including, but not limited to, EBITDA and certain ratios and other metrics derived there from.
These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these
measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company's
Presentation of these measures may not be comparable to similarly-titled measures used by other companies.
The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of
operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company's financial
measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by
management about which expense and income are excluded or included in determining these non-GAAP financial measures.
In addition, certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustments. Certain other amounts that appear in this Presentation may not sum due to rounding.
Use of Projections
This Presentation contains financial forecasts with respect to the Company's projected financial results, including revenue. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with
respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect there to for the purpose of this Presentation. These
projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the
prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in
this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
Industry and Market Data
In this Presentation, Hudson and the Company rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither Hudson nor the Company has independently verified the
accuracy or completeness of any such third-party information. The Company and Hudson have supplemented this information where necessary with information from discussions with the Company's clients and their own internal
estimates, taking into account publicly available information about other industry participants and Company's and Hudson's management's best view as to information that is not publicly available.
Additional Information
Hudson has filed with the SEC a registration statement on Form S-4 (the "Registration Statement") that includes a proxy statement/prospectus. The Registration Statement is not yet effective. This Presentation does not contain all the
information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Hudson's
stockholders and other interested persons are advised to read, when available, the Registration Statement, including the proxy statement/prospectus, and other documents filed in connection with the proposed Business Combination,
as these materials will contain important information about the Company, Hudson and the Business Combination. When available, the definitive proxy statement and other relevant materials for the proposed Business Combination will
be mailed to stockholders of Hudson as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Talkspace, Broadway #607, New York, NY 10025.
Participants in the Solicitation
Hudson and the Company and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Hudson's stockholders in connection with the proposed Business Combination. Information about
Hudson's directors and executive officers and their ownership of Hudson's securities is set forth in the Registration Statement. Additional information regarding the interests of those persons and other persons who may be deemed.
participants in the proposed Business Combination may be obtained by reading the proxy statement/prospectus regarding the proposed Business Combination. You may obtain free copies of these documents as described in the
preceding paragraph.
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