Groop Internet Platform Inc. executed a non-binding letter of intent to acquire Hudson Executive Investment Corp. (NasdaqCM:HEC) for $1.6 billion in a reverse merger transaction on November 25, 2020. Groop Internet Platform Inc. entered into a definitive merger agreement to acquire Hudson Executive Investment Corp. (NasdaqCM:HEC) in a reverse merger transaction on January 12, 2021. The aggregate consideration to be paid to the stockholders and vested option holders will be $1.4 billion reduced by certain deductions for the parties' transaction expenses and the value of the shares of Class B common stock of HEIC. Upon closing, the shareholders of Groop will hold 51% stake in the combined company whereas HEIC will retain 25% stake. The transaction will be funded with HEIC's $414 million of cash in trust, a $25 million forward purchase from Hudson Executive Capital and an additional $25 million committed by Hudson Executive Capital to backstop redemptions. The transaction is further supported by an oversubscribed $300 million fully committed PIPE at $10 per share anchored by leading investors including the Federated Hermes Kaufmann Funds, Jennison Associates LLC, Woodline Partners LP and Deerfield. The combined company will operate as Talkspace, Inc. and intends to be listed on NASDAQ under the symbol “TALK”.

Co-founders of Groop, Roni and Oren Frank will continue to lead Talkspace, along with President, Chief Operating Officer and Chief Financial Officer, Mark Hirschhorn and the rest of Groop's highly experienced leadership team. Following the closing, Hudson Executive Capital founder Douglas L. Braunstein is expected to serve as Chairman of Talkspace's new Board of Directors. As of May 24, 2021, following persons are anticipated to be the directors and executive officers of Talkspace, Inc. upon Closing: Oren Frank, Chief Executive Officer, Co-Founder and Director nominee, Mark Hirschhorn, President, Chief Operating Officer and Chief Financial Officer, Roni Frank, Co-founder, Head of Clinical Services, and Director nominee, Samara H. Braunstein, Chief Marketing Officer, Gil Margolin, Chief Technology Officer, John C. Reilly, General Counsel, Douglas L. Braunstein, Chairman and Director nominee and Jeffrey M. Crowe, Erez Shachar, Curtis Warfield, Jacqueline Yeaney, Charles Berg, Madhu Pawar as Director nominees. As of June 8, 2021, Talkspace's New Board nominees are Douglas Braunstein as Chairman of the Board and Charles Berg, Madhu Pawar, Curtis Warfield and Jacqueline Yeaney as Non-Executive Directors.

The transaction is subject to receipt of HEIC stockholder approval, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, HEIC having at least $5 million of net tangible assets as of the closing, receipt of approval for listing on the Nasdaq Capital Market of the shares of HEIC common stock to be issued, Registration Statement shall have become effective under the Securities Act and the satisfaction of other customary closing conditions. The transaction is also subject to the amount of cash held by HEIC in its trust account along with the amounts received by HEIC upon consummation of the PIPE Investment and the transactions contemplated under the HEIC Forward Purchase Agreement after reducing its expenses. The transaction has been unanimously approved by the Boards of Directors of Groop and HEIC. The special meeting of shareholders of Hudson Executive Investment Corp. will be held to approve the transaction. HEIC Special Meeting to approve the merger is set for June 17, 2021. As of June 17, 2021, Hudson Executive Investment's stockholders approved the merger. The deal is expected to close late in the first quarter or early in the second quarter of 2021. As of June 17, 2021, The closing of the business combination is anticipated to take place on June 22, 2021.

J.P. Morgan Securities LLC acted as lead financial advisor and Jefferies acted as financial advisor to Groop. Justin Hamill, Marc Jaffe, Rachel Sheridan, Lisa Watts, Michelle Carpenter, Stuart Kurlander, Jennifer Yoo, Jennifer Yoo, Jennifer Archie, Mandy Reeves, Peter Todaro and Joseph Simei of Latham & Watkins LLP acted as legal advisors to Groop. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as capital markets advisors and placement agents. Citigroup Global Markets Inc. acted as financial advisor and Scott Golenbock, Iliana Ongun, Rod Miller, Husam Badawi, Max A. Goodman and Manan Shah of Milbank LLP acted as legal advisors to HEIC in the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to Hudson Executive Investment in the transaction. Morrow & Co., LLC served as proxy solicitor for HEC and will receive a fee of $32,500 plus disbursements.

Groop Internet Platform Inc. completed the acquisition of Hudson Executive Investment Corp. (NasdaqCM:HEC) in a reverse merger transaction on June 22, 2021. Beginning on June 23, 2021, the combined entity named Talkspace, Inc. and its shares of common stock and warrants will begin trading on the Nasdaq Stock Market under the new ticker symbols "TALK" and "TALKW," respectively.