Shopping Cart

Forest Road Acquisition Corp. II *

Forest Road Acquisition Corp. II *

Feb 18, 2021 by Kristi Marvin

LIQUIDATION – 11/28/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be December 12, 2023.
    • The per-share redemption price will be approximately $10.45

The below-announced combination was terminated on 2/3/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Hyperloop Transportation Technologies

ENTERPRISE VALUE: $397 million
ANTICIPATED SYMBOL: HYPE

Forest Road Acquisition Corp. II proposes to combine with Hyperloop Transportation Technologies, a leading transportation and technology licensing company focused on realizing the hyperloop.

  • 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 technologies to power transportation in the future.
  • Since its inception in 2013, HyperloopTT has made progress toward 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.

EXTENSION – 3/6/23 – LINK

  • The SPAC approved the extension from March 12, 2023 to December 12, 2023
    • 30,525,396 shares were redeemed at the meeting
    • No contribution will be made into the trust account.

TRANSACTION

  • 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. 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.

Forest Road Transaction Overview 2 new

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Company & Sponsor:

  • Sponsor and certain pre-Closing HyperloopTT equity holders will agree not to transfer certain of their equity securities in New HyperloopTT until the earlier of:
    • (i) 180 days following the date of the Closing and
    • (ii) subsequent to the Closing, if the closing price of the New HyperloopTT common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar customary adjustments) for any 5 trading days within any 10 trading day period.

NOTABLE CONDITIONS TO CLOSING

  • The Merger Agreement is subject to there being Available Cash equal to no less than $40,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time prior to the Closing if HyperloopTT has not consummated (including funding) Bridge Financing of at least $5,000,000 by January 15, 2023.

ADVISORS

  • Paul Hastings LLP is serving as legal advisor to HyperloopTT
  • Kirkland & Ellis LLP is serving as legal advisor to Forest Road.

MANAGEMENT & BOARD

Executive Officers

Thomas Staggs, 60 [Resigned]
Co-Chief Executive Officer, Co-Chairperson of the Board of Directors

Mr. Staggs has been the Executive Chairman of Bertsch Industries, GmbH, a company engaged in the development, manufacturing, and marketing of eco-friendly water-soluble substitutes for plastic across a range of applications since August 2020. Since March 2017, Mr. Staggs has served as the Executive Chairman of Vejo, Inc., a nutrition company that manufactures and sells pod-based nutritional beverage blends and associated devices. Since June 2017, Mr. Staggs has been a member of the board of directors and the Chairperson of the audit committee of Spotify Technology S.A. (NYSE: SPOT). From 1990 to October 2016, Mr. Staggs held various positions at The Walt Disney Company, including as Chief Financial Officer, Chairman of Disney Parks and Resorts Worldwide, Chief Operating Officer, and Senior Advisor to the Chief Executive Officer. Since November 2018, Mr. Staggs has served as a director of PureForm Global Inc., a company engaged in development and sale of synthetically produced cannabidiol and other cannabinoids. Mr. Staggs has served as a member to the board of directors of Weta Digital, a digital visual effects company and the parent company of Weta Animated, since December 2020. Mr. Staggs has served as a director of Forest Road Acquisition Corp. (NYSE: FRX), a special purpose acquisition company like ours that is searching for a target business with which to consummate an initial business combination, since September 2020, and the Chairperson of its Strategic Advisory Committee since November 2020. Since August 2020, Mr. Staggs has served as a director of REQPay, a company engaged in development and management of a cloud-based construction management platform. In addition, Mr. Staggs serves on the boards of trustees of the University of Minnesota Carlson School of Management and the Center for Early Education. He also was previously a member of the board of directors at Euro Disney SCA from 2002 to February 2015. Mr. Staggs is an investor in and serves on the strategic advisory board of Forest Road. Mr. Staggs holds a B.S. in Business from the University of Minnesota and an M.B.A. from the Stanford Graduate School of Business.

Kevin Mayer, 58 [Resigned]
Co-Chief Executive Officer, Co-Chairperson of the Board of Directors

In November 2020, Mr. Mayer agreed to advise Access Industries with the title of Senior Advisor. From May 2020 to August 2020, Mr. Mayer served as Chief Executive Officer of TikTok Inc. and Chief Operating Officer of ByteDance Ltd., TikTok’s parent company. Prior to joining TikTok, Mr. Mayer oversaw the launch of Disney+ while serving as Chairman of Direct-to-Consumer & International division at Disney. After joining Disney in 1993, Mr. Mayer led strategy and business development for Disney’s interactive and television businesses worldwide. He later became Executive Vice President of the internet group, responsible for the operations, business plans, creative direction, and distribution of Disney’s popular websites, including ESPN.com and ABCNews.com. Mr. Mayer departed Disney in 2000 but returned in 2005, eventually rising to the role of Chief Strategy Officer before accepting the position of Chairman of Direct-to-Consumer & International until his departure in May 2020. Prior to rejoining Disney in 2005, Mr. Mayer served as a partner and head at L.E.K. Consulting’s Global Media and Entertainment practice. Prior to L.E.K., he held leading positions at interactive and internet businesses, including Chairman and Chief Executive Officer of Clear Channel Interactive, where he managed all aspects of new media business, including content, sales, business and technology development, and distribution. Mr. Mayer is an investor in and serves on the strategic advisory board of Forest Road. Mr. Mayer has served on the Strategic Advisory Committee of Forest Road Acquisition Corp. (NYSE: FRX) since November 2020. Mr. Mayer received his B.S. degree in Mechanical Engineering from Massachusetts Institute of Technology, a M.Sc. degree in Electrical Engineering from San Diego State University and an M.B.A. degree from Harvard University.

Idan Shani, 39
Chief Financial Officer

Mr. Shani has served as the Chief Operating Officer of Forest Road Acquisition Corp. (NYSE: FRX) since September 2020. Since October 2018, Mr. Shani has served as the Chief Financial Officer and Chief Operating Officer of Forest Road. Prior to that, Mr. Shani was President and Head of Research of Antarctica Asset Management (U.S.), Inc. (“Antarctica”) and its predecessor Antarctica Asset Management LLC, a global hedge fund solutions firm, from June 2008 to September 2020. He remains involved at Antarctica as a senior independent member of the investment and allocation committee with reporting duties to the board of directors. Mr. Shani was a research analyst at Ivy Asset Management, a firm owned by BNY Mellon, from 2005 to 2008, focusing on credit strategies. Mr. Shani holds a B.A. degree in Economics with a Division of Studies in Management (summa cum laude) from The Open University of Israel.

Zachary Tarica, 33 [Appointed]
Chairman of the Board and Chief Executive Officer

Mr. Tarica has served as the Chairperson of the Board of Directors and Chief Investment Officer of Forest Road Acquisition Corp. (NYSE: FRX) since September 2020. Mr. Tarica is the founder and Chief Executive Officer of Forest Road, a specialty finance company formed in May 2017 focused on tax credit lending across the entertainment, renewable energy, and real estate sectors, as well as film tax credit administration and tax credit brokerage. Prior to establishing Forest Road, Mr. Tarica served as a Credit Analyst at Brookfield Asset Management from June 2014 to May 2018. From 2008 to 2014, Mr. Tarica worked for Deutsche Bank as a distressed desk analyst focused on investing in special situations in the energy and infrastructure sectors. Mr. Tarica holds a B.S. degree in Business with a minor in Organizational Communications from Northeastern University.

Jeremy Tarica, 26
Chief Investment Officer

Mr. Tarica has served as the Head of SPACs and Opportunistic Investments of Forest Road since November 2020. Since November 2020, Mr. Tarica has also served as the Head of the Investment Team for Forest Road Acquisition Corp. (NYSE: FRX), supporting all sourcing, valuation, diligence, and deal execution efforts. From September 2017 to November 2020, Mr. Tarica worked at Advance, the Newhouse family’s operating holding company, on the Strategic Investments & Acquisitions team where he helped execute on a multi-billion capital deployment plan across a series of large acquisitions and growth equity investments in the TMTC space. From June 2016 to September 2017, Mr. Tarica worked for Bank of America as an investment banking analyst in its Global Technology, Media & Telecom Coverage Group advising on a variety of complex transactions. Mr. Tarica holds a B.S. degree in Human and Organizational Development with a minor in Financial Economics from Vanderbilt University.

 

Board of Directors

Keith L. Horn, 62 [Resigned]
Director 

Mr. Horn is the founder and managing member of Loring Capital Advisors, LLC, a firm providing investment advisory and consulting services to hedge fund managers, asset management firms, and early-stage and start-up businesses, which Mr. Horn founded in 2016. Mr. Horn has served as the Chief Executive Officer, Secretary, and director of Forest Road Acquisition Corp. (NYSE: FRX) since September 2020. From 2003 to 2015, Mr. Horn served as Chief Operating Officer and a member of the Management Committee and Valuation Committee of Elliott Management Corporation, a global multi-strategy firm, where he was responsible for global management and oversight of operational, support, and control functions of the firm’s investment advisory business. Prior to that, beginning in 1987, Mr. Horn spent 16 years at Merrill Lynch, Pierce, Fenner & Smith Incorporated, serving in various capacities, including Global Head of Leveraged Finance, Head of Latin America Debt, and Chief of Staff to the Chairman, Chief Executive Officer and President. Mr. Horn began his career in private practice as a corporate and securities attorney. In July 2019, Mr. Horn was appointed to the Strategic Advisory Board of Investcorp Strategic Capital Partners, a fund established to assemble a diverse portfolio of general partnership stakes in alternative asset managers. Since January 2019, Mr. Horn has served as a director of Caliper Holdings, a company engaged in the consumer and commercial ingredients food and beverage business. Since March 2018, Mr. Horn has served as a director of ShopOne Centers REIT, Inc., an owner and operator of shopping malls. From April 2016 to November 2019, Mr. Horn served on the board of directors of Empire Resorts, Inc. (NasdaqGM: NYNY), which operates in the gaming and hospitality industries (“Empire”). Mr. Horn served as Chairperson of Empire’s audit committee and as Chairperson of Empire’s special committee in its review and approval of an acquisition transaction pursuant to which Empire became a privately-held entity. Mr. Horn also serves on the board of directors for the Binghamton University Foundation and is a member of the Foundation investment committee. He is also a member of the board of directors of PeacePlayers International, a non-profit organization that uses the game of basketball to educate and unite children in areas of conflict around the world. Mr. Horn is an investor in and serves on the strategic advisory board of Forest Road. Mr. Horn received his J.D. (cum laude) from Georgetown University Law Center and holds B.A. degrees in Economics and Political Science from Binghamton University, where he graduated Phi Beta Kappa with highest honors.

Martin Luther King III, 63
Director 

The oldest son of Martin Luther King Jr. and Coretta Scott King, Mr. King is a celebrated human rights advocate who has devoted his life to promoting civil and global human rights. Since 2006, Mr. King has served as the founder and Chief Executive Officer of Realizing the Dream, a non-profit organization that continues the humanitarian and liberating work of his parents, through which he has spearheaded nonviolence training in Bosnia Herzegovina, India, Israel and Palestine, Kenya, Sri Lanka, and the United States. In 2011, Mr. King co-founded Bounce TV, an African American broadcast network. Mr. King served as the fourth President of the Southern Christian Leadership Conference from 1997 to 2004. Mr. King has served as a director and a member of the audit committee, compensation committee and nominating and corporate governance committee of Forest Road Acquisition Corp. (NYSE: FRX) since November 2020. Since 1997, Mr. King has been Chairman of the Nominating and Governance Committee of the Board of MetWest, a mutual fund complex. Mr. King served as the President and Chief Executive Officer of The King Center, based in Atlanta, and remains a member of its board of directors. In 1986, he was elected to the Fulton County Board of Commissioners. He received a B.A. degree in Political Science from Morehouse College.

Salil Mehta, 56 [Resigned]
Director 

Mr. Mehta has served as the Chief Financial Officer of Forest Road Acquisition Corp. (NYSE: FRX) since October 2020. Mr. Mehta served as Disney’s General Manager, Digital Media and President of FoxNext Games from March 2019 to April 2020. Prior to Disney’s acquisition of 21st Century Fox, Mr. Mehta served as President of FoxNext from 2016 to 2019 and President, Content Management for 20th Century Studios from 2013 to 2016. He was Chief Operating Officer and Chief Financial Officer of NBCUniversal’s entertainment, digital networks, and integrated media division from 2011 to 2013. During his tenure at NBCUniversal, Mr. Mehta also served as President of Business Operations, Strategy and Development from 2008 to 2011. From 2005 to 2008, Mr. Mehta served as an Executive Vice President of ESPN Enterprises, where he managed the general responsibilities for all of ESPN’s non-broadcasting businesses including new media, broadband, mobile, publishing, and consumer product businesses. Prior to ESPN, Mr. Mehta held various positions at Disney from 1994 to 2005, including Manager of Corporate Strategic Planning and Executive Vice President of Corporate Business Development. Mr. Mehta received his B.A. in International Relations from Brown University and holds an M.B.A. from The Wharton School of the University of Pennsylvania. He was awarded a Fulbright Scholarship to study Political Economy at the Delhi School of Economics in Delhi, India.

Pallavi Gondipalli, — [Appointed]
Director 

Pallavi Gondipalli since January 2023 has served as a strategic advisor to investment funds and company founders in frontier asset classes where investor sponsorship is less developed. From July 2020 to April 2022, Ms. Gondipalli was a Managing Partner at CoinFund, a crypto venture capitalist founded in 2015, where she spearheaded capital formation for pre-seed and seed, series A and liquid token strategies. Prior to CoinFund, Ms. Gondipalli served as Co-Head of Investor Relations & Marketing from May 2017 to July 2020 at Luminus Management, a specialist energy fund. From July 2015 to May 2017, Ms. Gondipalli was a Director of Investor Relations at LS Power (former parent company of Luminus) where she served in a senior capital formation role for their power private equity business, related power asset offerings and the Luminus hedge fund strategy. From May 2010 to May 2015, Ms. Gondipalli was a Vice President in capital formation at One William Street, an investor in the structured credit asset class covering RMBS, CMBS and non-mortgage consumer backed assets. From February 2008 to April 2010, Ms. Gondipalli was an Associate with Millennium Global, an alternatives manager. From 2002 to 2006, Ms. Gondipalli was a public accountant with Ernst & Young in both Chicago and London. Ms. Gondipalli holds an MBA in finance from the Wharton School of Business and a BBA in Accounting (CPA) from Emory University (Goizueta Business School).

Daniel Strauss, — [Appointed]
Director 

Daniel Strauss has been serving as the Chief Executive Officer of GlassBridge Enterprises (OTC:GLAE), a publicly traded asset management company, since March 2019. Prior to that, Mr. Strauss served as GlassBridge’s Chief Operating Officer from March 2017 to December 2019. From March 2019 to June 2021, Mr. Strauss served as Chief Executive Officer of Adara Enterprises Corp., an asset management firm and subsidiary of GlassBridge. In April 2021, Adara filed a prepackaged chapter 11 plan of reorganization. Mr. Strauss has served as a member of the board of directors of ARRIVE, the venture capital arm of RocNation, since March, 2017. Mr. Strauss served as a Portfolio Manager at Clinton Group Inc., an alternative investment management firm, from August 2010 to December 2019. At Clinton, Mr. Strauss was responsible for evaluating and executing private equity transactions across a range of industries and the ongoing management and oversight of Clinton’s portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co., a diversified investment manager, as a member of the firm’s private equity and special situations area. Mr. Strauss was previously with Houlihan Lokey, an investment bank, where he focused on mergers and acquisitions from 2006 to 2008. Mr. Strauss served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from 2011 until 2015 and Community Financial Shares, Inc. (OTC: CFIS) from 2012 until its sale to Wintrust Financial Corporation in 2015. Mr. Strauss received a Bachelor of Science in Finance and International Business from the Stern School of Business at New York University.

 

ByKristi Marvin