Forest Road Acquisition II : Material Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2023

Forest Road Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Delaware		001-40181		86-1376005
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

1177 Avenue of the Americas, 5th Floor New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code [phone]

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant		FRXB.U		The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share		FRXB		The New York Stock Exchange
Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share		FRXB WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 atwww.sec.govor by directing a request to Morrow Sodali LLC at [phone] (toll free) or by email at [e-mail].

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Item 9.01Financial 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)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 17, 2023

	FOREST ROAD ACQUISITION CORP. II
	By:	/s/ Zachary Tarica
		Name:	Zachary Tarica
		Title:	Chief Operating Officer

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