HyperloopTT Investor Presentation Deck
H
Confidential and Proprietary
29
Transaction overview
→ HyperloopTT outstanding shares and convertible notes valued
at $289 million¹
→➜ Transaction funded by ~$330 million of cash held in trust²
→ 100% rollover by existing HyperloopTT shareholders
→ Completion of transaction expected in first half of 2023
PRO FORMA
OWNERSHIP
Forest Road
Sponsor
12.0%
Forest Road Public
Shareholders
48.2%
HyperloopTT
Shareholders5
39.8%
ILLUSTRATIVE PRO FORMA VALUATION
Share price at merger
Total shares outstanding at closing3
Equity value
(-) Net cash
Enterprise value
SOURCES & USES4
HyperloopTT shareholders5
Forest Road cash in trust
Forest Road sponsor equity
Total sources
HyperloopTT shareholders5
Cash to HyperloopTT balance sheet
Estimated transaction costs
Forest Road sponsor equity
Total uses
($ in millions, except per share data)
$10.00
72.7
$727
(330)
$397
($ in millions, except per share data)
$289
350
88
$727
$289
330
20
88
$727
¹ Based on total consideration to all equity holders of $600.0mm, which calculates to 60.0mm shares at an assumed price of $10 per share. Such 60.0mm shares will be allocated across the equity and equity-equivalent securities of
HyperloopTT as follows: (i) 28.9mm shares will be issued upon the consummation of the transaction in exchange for the issued and outstanding common stock, preferred stock, and convertible notes of HyperloopTT and (ii) 31.1mm shares
will be reserved for issuance upon the exercise of 21.5mm options and 9.6mm warrants of HyperloopTT, which will remain outstanding following the consummation of the transaction | 2 Assumes no redemptions from SPAC public
shareholders and $20.0mm of transaction expenses | 3 Pro forma share count allocates 28.9mm shares to existing HyperloopTT shares, 35.0mm shares to Forest Road public common shares, and 8.75mm shares to Class B Founder
shares; excludes potential incremental shares from Forest Road warrants, management incentive shares, and outstanding contributor options and warrants | 4 Assumes no redemptions from SPAC public stockholders and excludes
potential dilution from warrants | 5 Excludes the impact of outstanding contributor options (21.5mm) and warrants (9.6mm)View entire presentation