Talkspace SPAC Presentation Deck
Pro forma capitalization and ownership
Estimated transaction sources & uses¹
($mm)
Sources
SPAC Cash in Trust
Hudson Executive Capital Forward Purchase
PIPE
Total cash sources
Uses
Cash to balance sheet
Secondary proceeds
Estimated transaction expenses ¹
Total cash uses
$414
$25
$300
$739
$250
$444
$45
$739
Post-money valuation at close
($mm)
PF Transaction
Illustrative Talkspace Share Price
PF Shares Outstanding
Total Equity Value
(+) Debt at close
(-) Cash at close
PF Enterprise Value
PF EV / 2021E Net Revenue
PF EV / 2022E Net Revenue
Illustrative post-transaction ownership2
HEIC sponsor FPA
4%
2%
PIPE
18%
HEIC
shareholders
25%
Existing
Talkspace
shareholders
51%
t
1 Transaction expenses are an estimate; 2 Total pro forma shares outstanding includes 83.9 million rollover equity shares, 41.4 million for HEIC public investors, 30.0 million from PIPE, 7.2 million SPAC sponsor
shares, and 2.5 million from HEIC forward purchase agreement. Assumes no redemptions, no management awards and does not include impact of dilution from 20.7 million public warrants, 10.3 million private
warrants, and 1.3 million FPA warrants. 1.6 million SPAC sponsor share vest when the stock reaches $12 and 1.6 million share at $15
$10
165.0
$1,650
$0
($250)
$1,400
11.2x
6.8x
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