Item 1.01. Entry into a Material Definitive Agreement.

On February 16, 2023, Forest Road Acquisition Corp. II (the "Company") and Forest Road Acquisition Sponsor II LLC (the "Sponsor") entered into a non-redemption agreement ("Non-Redemption Agreement") with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 1,000,000 shares of the Company's Class A common stock sold in its initial public offering ("Non-Redeemed Shares") in connection with the special meeting of the stockholders called by the Company (the "Special Meeting") to consider and approve an extension of time for the Company to consummate an initial business combination (the "Extension Proposal") from March 12, 2023 to December 12, 2023 (the "Extension"). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 250,000 shares of the Company's Class B common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Sponsor intends to enter into additional Non-Redemption Agreements prior to the Special Meeting.

In addition, the Company has agreed that, to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, funds held in the Company's trust account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection with the Extension, an initial business combination or the liquidation of the Company.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company's stockholders but are expected to increase the amount of funds that remain in the Company's trust account following the Special Meeting.

The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.

Participants in the Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in respect of the Extension. Information regarding the Company's directors and executive officers is available in its annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"). Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement (defined below).





No Offer or Solicitation

This communication shall 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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 of 1933, as amended.





Additional Information

The Company has filed with the SEC definitive proxy statement for the Special Meeting (the "Proxy Statement") to consider and vote upon the Extension and other matters and, beginning on February 15, 2023, mailed the Proxy Statement and other relevant documents to its stockholders as of the January 31, 2023 record date for the Special Meeting. The Company's stockholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company's solicitation of proxies for the Special Meeting because these documents will contain important information about the Company, the Extension and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a request to Morrow Sodali LLC at (800) 662-5200 (toll free) or by email at FRXB@investor.morrowsodali.com.





                                       1

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits

The following exhibit is filed herewith:





Exhibit No.   Description of Exhibits
10.1            Form of Non-Redemption Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




                                       2

© Edgar Online, source Glimpses