Talkspace SPAC Presentation Deck
Disclaimer
This investor presentation (his Presentation) has been prepared for use by Hudson Executive Investment Corp (Hudson) and Groop Internet Platform, Inc. (bis Takspace) 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 al-inclusive and none of Hudson, the Company of 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 () a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or () an offer to set, 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 sax, 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
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 Helm 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 EBITDA and other metrics are forward-looking statements in some cases, you can identity forward-looking statements by
terminology such as "may should expeor, nend wir estimate "anticipate believe predior, "potential" or "continue", or the negatives of these lems or variations of them or similar temminciogy. 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 uncertan. Nothing in this Presentation should be regarded as a
representation by any s
y person that the forward-looking statements set forth herein will be achieved at 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
No SAP Financial M
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 tems that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an atemative 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-tied measures used by other companies
The Company believes these con-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 francial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in 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 Imitations 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. Please refer to footnotes where presented o
ed on each page of this
Presentation or to the tables therein for a reconciliation of these measures to what the Company believes are the most directy comparable measure evaluated in accordance with GAAP
This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures together with some of the excluded information not being
ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort Consequently, no disclosure of estimated comparable GAAP measures is included and no
reconciliation of the
tnancial measures is included
Certain monetary amounts, percentages and other figures included in this Presentation have been subject to founding adjustments. Certain other amounts that appear in this Presentation may not sum due to rounding
Use of Proto
This Presentation contains financial forecasts with respect to the Company's projected financial results, including Revenue and EBITDA, for the Company's fiscal years 2000 through 2023. 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 thereto 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 uncertaintes 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
andMacket
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
Business C
amendments thereto and the proxy statement / prospectus and other documents fied 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 proxy statement/
prospectus and other relevant materials for the proposed Business Combination will be maled to stockholders of Hudson as of a record dale to be established for voting on the proposed Business Combination Stockholders will also be able to obtain copies of the preliminary proxy stitement/
prospectus, the definitive proxy statement prospectus and other documents fed with the SEC, without charge once available at the SEC's website at www.sec.gov, or by directing a request to Takapace, Broadway #007, New York, NY 10005
Pin the
Hudson de basis of any investment decision of thekers andament
Hudson and its directors and executive officers may be deemed participants in the solicitation of proxies from Hudson's stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in Hudson is
contained in Hudson's Registration Statement on Form 5-1, as effective on June 8, 2000, which was fied with the SEC and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Talkspace, Broadway #607, New York, NY 10025, Additional information
regarding the interests of such participants will be contained in the proxy statement/ prospectus for the proposed Business Combination when available
The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Hudson in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding
ther interests in the proposed Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available
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