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.
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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)
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