Hyperloop Transportation Technologies (“HyperloopTT” or the “Company”) is an innovative transportation and technology licensing company focused on realizing the hyperloop, a system that moves people and goods safely, efficiently, and sustainably by bringing airplane speeds to the ground. Through the use of unique, patented technology and a collaborative business model, HyperloopTT is creating a potential new form of transportation.
HyperloopTT’s European Research and Development Center in Toulouse, France, the aerospace capital of Europe, is home to a full scale test system. In 2019, HyperloopTT released the first comprehensive feasibility study analyzing a hyperloop system, which found that the system is economically and technically feasible and will generate a profit without requiring government subsidies.
A leading developer of licensed hyperloop IP
Led by an experienced team of hyperloop business and technology professionals, HyperloopTT relies on a global network of technologists, scientists, engineers, and expert contributors, resulting in an asset-light technology development business model. Through this partner network, the Company is driving a suite of next generation technologies to power transportation in the future.
Since its inception in 2013, HyperloopTT has made significant progress towards the adoption of hyperloop systems. The Company developed a full scale hyperloop test track in Toulouse, France, a hyperloop insurance framework model, and model safety and certification guidelines.
With the deployment of the Company’s test track, HyperloopTT has built a robust technology portfolio relating to patents across levitation and propulsion, low pressure tube transportation, and passenger experience. These patents are the basis of a technology that combines sustainability with the ability to reach destinations faster, which can redefine the urban landscape, create new economic opportunities, and disrupt the $2+ trillion transportation industry.
What is hyperloop?
Hyperloop is a vacuum tube-based system that moves people and goods in levitating capsules at airplane speeds on the ground. These speeds are achieved by using passive magnetic levitation technology and a linear electric motor in a tube with minimal pressure, reducing resistance. As a mobility solution with transformative power, hyperloop is potentially cleaner, safer, healthier, and more efficient than existing forms of transportation.
The transaction ascribes to HyperloopTT a pre-money equity value of approximately $600 million, including outstanding options and warrants. Existing HyperloopTT shareholders and convertible note holders will roll 100% of their interests in the transaction and the combined company will assume the outstanding HyperloopTT options and warrants, which will remain outstanding to the extent not otherwise exercised prior to closing. Approximately $289 million of common stock will be issued at closing to the HyperloopTT shareholders and convertible note holders. Assuming no redemptions, the transaction is expected to deliver up to $330 million in net proceeds to the combined company at close. For more information, please see the investor deck here.
The Boards of Directors of HyperloopTT and Forest Road have each unanimously approved this transaction. The transaction is subject to customary closing conditions, including the approval of the stockholders of Forest Road. The transaction is expected to close in the first half of 2023.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Forest Road with the Securities and Exchange Commission (“SEC”) and will be available on the Forest Road website, the HyperloopTT investor page and at the SEC’s website at http://www.sec.gov/.
NYSE ticker symbol upon listing
Transportation market opportunity
HyperloopTT investment highlights
Through its combination of experience, capabilities, and partners, HyperloopTT has an opportunity to transform the multi-trillion-dollar transportation market.
- Technology with world-changing impact in a $2+ trillion transportation market, of which HyperloopTT is well positioned to capture early market share for hyperloop technology
- Nearly a decade of proprietary critical IP development, including 66 global patents for hyperloop technologies, with 40 granted and 26 in process, across the spectrum of technologies including levitation and propulsion, low pressure tube system, and passenger experience
- Asset-light technology licensing business model with three potential major revenue streams: one-time license fee during system construction, annual license fees throughout the life of a system, and annual take-rate of sales
- Working relationships with regulators in the U.S. and Europe has resulted in legislative advancements with opportunities for transportation industry grant access
- Innovative expert contributors model, with more than 800 technology contributors worldwide since inception in 2013
- Several hyperloop projects in various stages globally, including potential projects in Italy and the U.S.
- Experienced leadership team, with decades of executive experience across leading global corporations
- Contemplated transaction structure provides attractive value opportunity for shareholders
Frequently Asked Questions
Forest Road Acquisition Corp. II (“Forest Road”) (NYSE: FRXB, FRXB.WS, and FRXB.U), a publicly traded special purpose acquisition company, entered into a definitive merger agreement (“Merger Agreement”) that is expected to result in HyperloopTT becoming a publicly listed company.
Upon the closing of the transaction, the newly combined company will be named “Hyperloop Transportation Technologies” and will continue to be led by Chief Executive Officer Andrés de León and the other members of the HyperloopTT management team.
A SPAC is a special purpose acquisition company. A SPAC is simply one way in which a company can “go public;” others include an IPO or a direct listing.
We believe this partnership with Forest Road Acquisition Corp. II is a transformative transaction intended to provide the resources needed to accelerate technology, testing and resourcing globally as well as continue to build the HyperloopTT brand.
With access to the public markets, we believe this transaction will give the Company and this technology the transparency, credibility, and legitimacy critical to accelerating the development of our projects.
The SPAC route is a transparent and flexible way into the public market and allows us to raise capital to fund our growth.
We are very pleased to partner with Tom Staggs and Kevin Mayer and the Forest Road Acquisition Corp. II team and believe their experience identifying, acquiring and advancing companies with strong IP will help the Company as we head into our next chapter of growth.
Today’s announcement neither makes us a public company, nor guarantees that we will complete the business combination – simply put, we have signed a definitive agreement to move forward with the process.
There is still work ahead for us: we must complete the SEC review process and secure the approval of Forest Road’s shareholders for the transaction, among other things.
Once this transaction is completed, the combined company will be renamed Hyperloop Transportation Technologies, and is expected to trade under the “HYPE” ticker symbol upon closing.
The funds raised in this process will fund HyperloopTT’s growth and accelerate technology, testing, and resourcing globally, enabling potential customers to build the next generation of transportation.
The transaction is expected to close as early as the first half of 2023, pending, among other things, SEC review and shareholder approval.
Following the transaction closing, Andrés de León will continue in his role as HyperloopTT CEO and the other members of the HyperloopTT management team will continue to lead the company through this new chapter.
The current senior management team will continue to lead the company after the transaction closes.
The final board composition of the new public company will be announced at a later date.
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination (the “Business Combination”), Forest Road intends to file a preliminary proxy statement/prospectus and a definitive proxy statement/final prospectus with the SEC. Forest Road’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/final prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about Forest Road and HyperloopTT and the Business Combination. When available, the definitive proxy statement/final prospectus and other relevant materials for the Business Combination will be mailed to stockholders of Forest Road as of a record date to be established for voting on the Business Combination. Stockholders of Forest Road will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/final prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Forest Road Acquisition Corp. II, 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, Attention: Idan Shani.
Participants in the Solicitation
Forest Road, Forest Road’s directors and executive officers and the Forest Road Acquisition Sponsor II LLC, may be deemed participants in the solicitation of proxies from Forest Road’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Forest Road is contained in the Registration Statement on Form S-1, which was initially filed by Forest Road with the SEC on February 18, 2021, and as amended, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Forest Road Acquisition Corp. II, 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, Attention: Idan Shani. Additional information regarding the interests of such participants will be contained in the definitive proxy statement/final prospectus for the Business Combination when available.
HyperloopTT and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Forest Road in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the definitive proxy statement/final prospectus for the proposed Business Combination when available.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.