UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor Section 15(Dd) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): November 28, 2023 (November 27, 2023)

Date of Report (Date of earliest event reported): April 4, 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
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)

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

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 5 8.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Effective~~As previously asreported, ofon ~~April~~March 43, 2023, ~~Thomas~~the ~~Staggs,~~stockholders ~~Kevin~~of ~~Mayer,~~Forest ~~Keith~~Road LAcquisition Corp. ~~Horn~~II ~~and~~(the ~~Salil~~“Company”) approved ~~Mehta~~an ~~resigned~~amendment asto ~~members~~the ofCompany’s ~~the~~Amended ~~Board~~and ofRestated ~~Directors~~Certificate of Incorporation (as amended and currently in effect, the “~~Board~~Charter”) to extend the deadline ofby ~~Forest~~which ~~Road~~the ~~Acquisition~~Company ~~Corp.~~must IIcomplete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (~~the~~a “~~Company~~Business Combination”). from ~~Messrs.~~March ~~Staggs~~12, ~~and~~2023 ~~Mayer~~to ~~also~~December ~~resigned~~12, as2023 ~~Co-Chief~~(or ~~Executive~~such ~~Officers of~~earlier date as determined by the Company.’s ~~The~~board ~~resignations~~of ~~were~~directors ~~not~~ (the ~~result~~“Board”)) (such ofdate, ~~any~~the ~~disagreement~~“Extended ~~with~~Date”). ~~management~~On orNovember 27, 2023, the Board ondetermined ~~any~~that ~~matter~~it ~~relating~~is tounlikely the Company’s will ~~operations,~~be ~~policies~~able orto ~~practices~~consummate a Business Combination by the Extended Date.

~~Effective~~Consequently, the asCompany will (i) cease all operations except for the purpose of ~~April~~winding 6up, ~~2023,~~(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor redeem the ~~Board~~shares ~~appointed:~~of its Class A common stock, par value $0.0001 per share, (ithe “Public Shares”) ~~Zachary~~that ~~Tarica~~were asincluded ~~Chairman~~in ofthe units issued in the ~~Board~~Company’s initial ~~and~~public ~~Chief~~offering ~~Executive~~(the ~~Officer~~“IPO”) in consideration of a per-share price, payable in cash, equal to the ~~Company~~quotient ~~and~~obtained by dividing (iiA) ~~Idan~~the ~~Shani,~~aggregate ~~Ms.~~amount ~~Gondipalli~~then ~~and~~on ~~Mr.~~deposit ~~Strauss~~in the trust account established in connection with the IPO (the “Trust asAccount”), ~~members~~including ofinterest earned on the ~~Board.~~funds ~~Each~~held in the Trust Account (which interest shall be net of ~~Pallavi~~taxes ~~Gondipalli~~payable and up ~~Daniel~~to ~~Strauss~~$100,000 ~~qualify~~of asinterest ~~independent~~to ~~directors~~pay ~~and~~dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely ~~also~~extinguish ~~serve~~the rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”), and (iii) as ~~members~~promptly as reasonably possible following the Redemption, subject to the approval of the ~~Audit~~Company’s ~~Committee~~remaining stockholders in accordance with applicable law, liquidate the ~~Compensation~~funds ~~Committee~~held in the Trust Account (the “Liquidation”) and dissolve the ~~Nominating~~Company (the “Dissolution”), subject in each case to its obligations under Delaware law to provide for claims of creditors and ~~Governance~~the ~~Committee~~requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the ~~Board~~Company’s warrants, which will expire worthless. Forest Road Acquisition Sponsor II LLC, the Company’s sponsor, has agreed to waive its redemption rights with respect to the shares of the Company’s Class B common stock, par value $0.0001 per share, issued prior to the IPO.

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Liquidation. The ~~experience~~proceeds thereof, less $100,000 of ~~our~~interest ~~directors~~to pay dissolution expenses and ~~executive~~net ~~officers~~of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.45 per share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution expenses, but before the payment of taxes. All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is asexpected ~~follows:~~ to be paid out by December 13, 2023.

~~Zachary Tarica has~~The ~~served as the~~ Company’s ~~Chief~~expects ~~Operating~~that ~~Officer since inception. Mr. Tarica is currently~~ the ~~founder~~New ~~and~~York ~~Chief~~Stock ~~Executive~~Exchange ~~Officer of~~will ~~The~~delist ~~Forest~~its ~~Road~~securities ~~Company,~~after ~~LLC (~~the ~~“Forest~~last ~~Road”).~~day ~~Since~~of ~~its~~trading ~~founding~~on inDecember ~~May 2017~~12, ~~Forest~~2023 ~~Road~~and ~~has expanded its specialty~~subsequently ~~finance~~file ~~platform~~a ~~across~~Form ~~blockchain,~~25 ~~digital~~with ~~assets, technology, entertainment, real estate, renewable energy tax credit lending, film tax credit administration, and tax credit brokerage. Mr. Tarica previously served as~~ the ~~Chairperson~~United ofStates ~~the~~Securities ~~board of directors~~ and ~~Chief Investment~~Exchange ~~Officer~~Commission ~~of Forest Road Acquisition Corp.~~ (~~NYSE:~~the ~~BODY~~“Commission”) ~~from September 2020 to June 2021~~. ~~Prior~~The toCompany ~~establishing Forest Road,~~thereafter ~~Mr.~~intends ~~Tarica~~to ~~served~~file as a ~~Credit~~Form ~~Analyst~~15 atwith ~~Brookfield~~the ~~Asset~~Commission ~~Management from June 2014~~ to ~~May~~suspend ~~2018.~~its ~~From~~reporting ~~2008~~obligations tounder ~~2014,~~Sections ~~Mr. Tarica~~13 ~~worked for~~and ~~Deutsche~~15(d) ~~Bank~~of ~~as a distressed desk analyst focused on investing in special situations in~~ the ~~energy~~Exchange ~~and infrastructure sectors~~Act. ~~Mr. Tarica holds a B.S. degree in Business with a minor in Organizational Communications from Northeastern University.~~

Idan Shani has served as the Company’s Chief Financial Officer since inception. Since October 2018, Mr. Shani has served as the Chief Financial Officer and Chief Operating Officer of Forest Road. Mr. Shani served as the Chief Operating Officer of FRX I from September 2020 to June 2021. Prior to joining Forest Road, he 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. He remains involved at Antarctica as a senior independent member of the investment and allocation committee with reporting duties to the board of directors. He was a research analyst at Ivy Asset Management, a firm owned by BNY Mellon, from June 2005 to June 2008, focusing on credit strategies. He currently leverages his experience as a hedge fund allocator offering essential financial and administrative controls to oversee the build-out of all blockchain-based businesses and platforms. 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.SIGNATURE

~~Pallavi~~Pursuant ~~Gondipalli since January 2023 has served as a strategic advisor~~ to ~~investment~~the ~~funds~~requirements 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~~the atSecurities ~~Luminus~~Exchange ~~Management, a~~Act ~~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~~1934, ~~related power asset offerings and~~ the ~~Luminus~~registrant ~~hedge~~has ~~fund~~duly ~~strategy.~~caused ~~From~~this ~~May~~report ~~2010~~ to ~~May~~be ~~2015,~~signed ~~Ms.~~on ~~Gondipalli~~its ~~was~~behalf ~~a Vice~~by ~~President in capital formation at One William Street, an investor in~~ the ~~structured~~undersigned ~~credit asset class covering RMBS, CMBS and~~hereunto ~~non-mortgage~~duly ~~consumer backed assets~~authorized. 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).

1Dated: November 28, 2023

~~Daniel~~Forest ~~Strauss~~Road ~~has~~Acquisition 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., anII ~~asset~~By: 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.~~Zachary ~~From~~Tarica 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 (NASDAQName: ~~PMBC)~~Zachary ~~from~~Tarica ~~2011 until 2015 and Community Financial Shares, Inc. (OTC~~Title: ~~CFIS)~~Chief ~~from~~Executive 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.Officer

There are no related-party transactions in which the new directors or any of their immediate family members has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 7, 2023

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

Filing Compare · Forest Road Acquisition Corp. II