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): March 3, 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 (917) 310-3722
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 March 3, 2023, Forest Road Acquisition Corp. II (the “Company”) issued a promissory note (the “Note”) in the principal amount of up to $500,000 to Forest Road Acquisition Sponsor II LLC, the Company’s sponsor (the “Sponsor”). The Note was issued in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 3, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its Initial Business Combination from March 12, 2023 to December 12, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on March 3, 2023.
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, an aggregate of at least 34,178,817 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of January 31, 2023, were represented in person or by proxy at the Meeting.
At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from March 12, 2023 to December 12, 2023 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”).
The following is a tabulation of the votes with respect to the Extension Amendment:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 32,237,624 | | | | 1,641,593 | | | | 299,600 | | | | 0 | |
In connection with the Meeting, stockholders holding 30,525,396 shares of Class A common stock of the Company (the “Public Shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $310.0 million (approximately $10.156 per Public Share) will be removed from the Trust Account to pay such holders and $45.4 million will remain in the Trust Account.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
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: March 6, 2023
| | FOREST ROAD ACQUISITION CORP. II |
| | | | |
| | By: | /s/ Zachary Tarica |
| | | Name: | Zachary Tarica |
| | | Title: | Chief Operating Officer |
3
