HyperloopTT Investor Presentation Deck slide image

HyperloopTT Investor Presentation Deck

H N Confidential and Proprietary 2 Disclaimer This presentation (together with oral statements made in connection herewith, this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Hyperloop Transportation Technologies, Inc. ("HyperloopTT" or the "Company") and Forest Road Acquisition Corp. II ("Forest Road") and related transactions (the "Proposed Business Combination") and for no other purpose. The descriptions of HyperloopTT and its performance are based on management's calculations and estimates given that Hyperloop is still in the design stage and actual performance could be different. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not distribute, disclose and use such information for any purpose other than for the purpose of your firm's participation in the potential financing, that you will not distribute, disclose or use such information in any way detrimental to HyperloopTT or Forest Road, and that you will return to HyperloopTT and Forest Road, delete or destroy this Presentation upon request. No representations or warranties, express or implied are given in, or in respect of, the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. To the fullest extent permitted by law, in no circumstances will Forest Road, HyperloopTT or any of their respective subsidiaries, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of HyperloopTT or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of HyperloopTT and of the relevance and adequacy the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Forest Road and HyperloopTT have executed a letter of intent ("LOI") with respect to the Proposed Business Combination. The Proposed Business Combination is subject to, among other things, the negotiation and execution of a definitive agreement providing for the Proposed Business Combination, the approval by Forest Road's shareholders, satisfaction of the conditions stated in the LOI and other customary closing conditions. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the Proposed Business Combination will be consummated. Investing in the securities to be issued in connection with the potential financing involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment in the securities before subscribing for the securities. Please refer to a summary of such risk factors separately made available. The risk factors contained in the summary are not the only ones the parties face. Additional risks that the parties currently do not know about or that they currently believe to be immaterial may also impair their business, financial condition or results of operations. You should perform your own due diligence prior to making an investment in Forest Road and HyperloopTT. NO OFFER OR SOLICITATION This Presentation relates to the potential financing of a portion of the Proposed Business Combination through a private placement of Forest Road's Class A common stock. This Presentation shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product 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. Any offering of securities (the "Securities") will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be offered as a private placement to a limited number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and "Institutional Accounts" as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither HyperloopTT nor Forest Road is making an offer of the Securities in any state where the offer is not permitted. NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts contained in this Presentation are 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 may generally be identified by the use of words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. In addition, statements contained in this Presentation related to the product features, characteristics and performance of HyperloopTT 's products are forward-looking statements. These statements are based on management's current estimations and analysis, and are subject to various assumptions, whether or not identified in this Presentation, reflect the current expectations of HyperloopTT's and Forest Road's management and are not predictions of actual product features, characteristics or performance. These forward- looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions and such differences may be material. Many actual events and circumstances are beyond the control of HyperloopTT and Forest Road. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the shareholders of Forest Road or HyperloopTT is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to HyperloopTT; risks related to the rollout of HyperloopTT's business and the timing of expected business milestones; the effects of competition on HyperloopTT's business; the amount of redemption requests made by Forest Road's public shareholders; the ability of Forest Road or the combined company to issue equity or equity -linked securities in connection with the Proposed Business Combination or in the future; and those factors discussed in Forest Road's Annual Report on Form 10-K filed with the SEC on April 15, 2022 under the heading "Risk Factors" and other documents of Forest Road filed, or to be filed, with the SEC. If any of these risks materialize or Forest Road's or HyperloopTT's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Forest Road nor HyperloopTT presently know or that Forest Road and HyperloopTT currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Forest Road's and HyperloopTT's expectations, plans or forecasts of future events and views as of the date of this Presentation. Forest Road and HyperloopTT anticipate that subsequent events and developments will cause Forest Road's and HyperloopTT's assessments to change. However, while Forest Road and HyperloopTT may elect to update these forward-looking statements at some point in the future, Forest Road and HyperloopTT specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Forest Road's and HyperloopTT's assessments as of any date after the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. This presentation also contains information regarding our market and industry that is derived from third-party research and publications. Although we believe that such information is reliable for the purposes used herein, it may be subject to a number of assumptions and limitations. Each trademark, trade name or service mark by any other company appearing in this presentation belongs to its holder. Use or display by us of other parties' trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of, the trademark, trade name or service mark owner.
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