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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Forest Road Acquisition Corp II - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2024 |
FRXB / Forest Road Acquisition Corp II - Class A / PROPPER KERRY Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 |
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| February 8, 2024 |
FRXB / Forest Road Acquisition Corp II - Class A / Beryl Capital Management LLC Passive Investment SC 13G/A 1 frxb213ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Forest Road Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 25, 2024 |
SC 13G/A 1 forest13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (Cusip Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40181 FOREST ROAD ACQUISITION CORP. II (Exact name of registrant as spe |
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| December 13, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 26, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 (November 27, 2023) Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40181 86-1376005 (State or other jur |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40181 FOREST R |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40181 FOREST ROAD A |
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| June 12, 2023 |
FRXB / Forest Road Acquisition Corp II - Class A / PROPPER KERRY Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Forest Road Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) 34619V103 (CUSIP Number) April 27, 2023 (Date of Event which Requires Filing of this Statement) Check the |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40181 FOREST ROAD |
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| April 7, 2023 |
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): 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 Numbe |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40181 FOREST ROAD AC |
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| March 29, 2023 |
Exhibit 21 SUBSIDIARIES OF REGISTRANT Company Jurisdiction of Incorporation Percentage of Voting Securities Owned by Registrant Ariel Merger Sub I, Inc. Delaware 100% Ariel Merger Sub II, Inc. Delaware 100% |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 |
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| March 6, 2023 |
Promissory Note issued to Forest Road Acquisition Sponsor II LLC Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 6, 2023 |
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 Numbe |
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| March 6, 2023 |
Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOREST ROAD ACQUISITION CORP. II Pursuant to Section 242 of the Delaware General Corporation Law Forest Road Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Forest Road Acquisition |
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| February 17, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2023 by and among Forest Road Acquisition Corp. II (the “Company”), Forest Road Acquisition Sponsor II LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds shares of |
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| February 17, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 N |
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| February 14, 2023 |
SC 13G/A 1 forest213230sc13ga1.htm AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) FOREST ROAD ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forest Road Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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| February 14, 2023 |
FRXB / Forest Road Acquisition Corp. II / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 9, 2023 |
Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 CORRESP 1 filename1.htm Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 February 9, 2023 Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo Jeffrey Gabor Re: Forest Road Acquisition Corp. II Preliminary Proxy Statemen |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 3, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits 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 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 Nu |
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| February 3, 2023 |
Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made as of February 3, 2023, by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), Ariel Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Merger Sub I”), Ariel Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned |
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| February 3, 2023 |
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 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 Nu |
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| February 3, 2023 |
Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made as of February 3, 2023, by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), Ariel Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Merger Sub I”), Ariel Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| December 6, 2022 |
Filed by Forest Road Acquisition Corp. II and Hyperloop Transportation Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Forest Road Acquisition Corp. II Commission File No.: 001-40181 The following is a news article first made available on December 05, 2022. Los Ange |
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| December 1, 2022 |
425 1 ea169500-425forestroad2.htm FORM 425 Filed by Forest Road Acquisition Corp. II and Hyperloop Transportation Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Forest Road Acquisition Corp. II Commission File No.: 001-40181 The following is a news article first ma |
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| November 22, 2022 |
425 1 ea169167-425forestroadacq2.htm FORM 425 Filed by Forest Road Acquisition Corp. II and Hyperloop Transportation Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Forest Road Acquisition Corp. II Commission File No.: 001-40181 The following are social media posts |
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| November 22, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FOREST ROAD ACQUISITION CORP. II, ARIEL MERGER SUB I, INC., ARIEL MERGER SUB II, LLC, and Hyperloop transportation technologies, inc. Dated as of November 21, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction 15 Section 1.03 Knowledge 16 Section 1.04 Equitable Adju |
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| November 22, 2022 |
Exhibit 10.2 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), the Pre-Closing Holders set forth on Schedule I hereto (the “Required Stockholders”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Compa |
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| November 22, 2022 |
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): November 21, 2022 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 N |
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| November 22, 2022 |
Exhibit 99.2 2 4 5 6 7 INFRASTRUCTURE OPERATORS TRANSPORTATION OPERATORS POTENTIAL CUSTOMERS OF HYPERLOOPTT 8 • • • • • • • • 9 PHASE 1 SERVICES PROVIDED BY HYPERLOOPTT CLIENTS SUPPORTED BY HYPERLOOPTT • • • • • • PHASE 2 • • • • • • • • • PHASE 3 • • • • • • • • PHASE 4 • • • • • PHASE 5 • • • • 10 LOGISTICS & MANUFACTURING RESEARCH & SERVICES ENGINEERING DESIGN CERTIFICATION SUPPORT ITALY PROJEC |
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| November 22, 2022 |
Exhibit 10.1 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Sponso |
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| November 22, 2022 |
Exhibit 99.3 Imagine. Imagine a capsule. Imagine a capsule that can carry people. Placed inside a depressurized tube, the air partially removed to minimize resistance. Not traveling on rails, but actually levitating above them. Fully electric, designed to reduce harmful emissions. Capable of reaching airplane speeds and beyond, on the ground. This is a Hyperloop, and it is no longer imagination. A |
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| November 22, 2022 |
Exhibit 10.1 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Company”). Sponso |
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| November 22, 2022 |
Exhibit 10.2 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2022, is made by and among Forest Road Acquisition Corp. II, a Delaware corporation (“Acquiror”), the Pre-Closing Holders set forth on Schedule I hereto (the “Required Stockholders”), and Hyperloop Transportation Technologies, Inc., a Delaware corporation (the “Compa |
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| November 22, 2022 |
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): November 21, 2022 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 N |
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| November 22, 2022 |
HyperloopTT to Become First Public Company Focused on the Next Generation of High-Speed Mobility Exhibit 99.1 PRIVATE AND CONFIDENTIAL HyperloopTT to Become First Public Company Focused on the Next Generation of High-Speed Mobility ● Hyperloop Transportation Technologies (HyperloopTT) has entered into a definitive merger agreement with Forest Road Acquisition Corp. II (NYSE: FRXB, FRXB.WS, and FRXB.U) and will trade under the ticker “HYPE” upon closing. ● HyperloopTT is a leading technology l |
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| November 22, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FOREST ROAD ACQUISITION CORP. II, ARIEL MERGER SUB I, INC., ARIEL MERGER SUB II, LLC, and Hyperloop transportation technologies, inc. Dated as of November 21, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction 15 Section 1.03 Knowledge 16 Section 1.04 Equitable Adju |
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| November 22, 2022 |
Exhibit 99.2 2 4 5 6 7 INFRASTRUCTURE OPERATORS TRANSPORTATION OPERATORS POTENTIAL CUSTOMERS OF HYPERLOOPTT 8 • • • • • • • • 9 PHASE 1 SERVICES PROVIDED BY HYPERLOOPTT CLIENTS SUPPORTED BY HYPERLOOPTT • • • • • • PHASE 2 • • • • • • • • • PHASE 3 • • • • • • • • PHASE 4 • • • • • PHASE 5 • • • • 10 LOGISTICS & MANUFACTURING RESEARCH & SERVICES ENGINEERING DESIGN CERTIFICATION SUPPORT ITALY PROJEC |
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| November 22, 2022 |
Exhibit 99.3 Imagine. Imagine a capsule. Imagine a capsule that can carry people. Placed inside a depressurized tube, the air partially removed to minimize resistance. Not traveling on rails, but actually levitating above them. Fully electric, designed to reduce harmful emissions. Capable of reaching airplane speeds and beyond, on the ground. This is a Hyperloop, and it is no longer imagination. A |
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| November 22, 2022 |
HyperloopTT to Become First Public Company Focused on the Next Generation of High-Speed Mobility Exhibit 99.1 PRIVATE AND CONFIDENTIAL HyperloopTT to Become First Public Company Focused on the Next Generation of High-Speed Mobility ● Hyperloop Transportation Technologies (HyperloopTT) has entered into a definitive merger agreement with Forest Road Acquisition Corp. II (NYSE: FRXB, FRXB.WS, and FRXB.U) and will trade under the ticker “HYPE” upon closing. ● HyperloopTT is a leading technology l |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40181 FOREST R |
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| October 21, 2022 |
FRXB / Forest Road Acquisition Corp. II / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 34619V103 (CUSIP Number) October 21, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40181 FOREST ROAD A |
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| June 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forest Road Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34619V103 (CUSIP Number) June 6, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40181 FOREST ROAD |
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| April 15, 2022 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Forest Road Acquisition Corp. II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, con |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40181 FOREST ROAD ACQUI |
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| March 31, 2022 |
NT 10-K 1 ea157720-nt10kforestroad2.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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| February 17, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 12, 2021 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40181 86-1376005 (State or other jurisdiction o |
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| February 17, 2022 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Forest Road Acquisition Corp. II Opinion on the Financial Statement We have audited the accompanying balance sheet of Forest Road Acquisition Corp. II (the ?Company?) as of March 12, 2021, and the related notes (collectively referred to as the ?financial statement?). In our opinio |
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| February 14, 2022 |
FRXB / Forest Road Acquisition Corp. II / HG Vora Capital Management, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Forest Road Acquisition Corp. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOREST ROAD ACQUISITION CORP. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 10, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0. |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
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| December 16, 2021 |
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): December 15, 2021 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40181 86-1376005 (State or other jurisdiction of incorporation) |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40181 FOREST ROAD |
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| September 3, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forest Road Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34619V103 (CUSIP Number) August 24, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40181 FOREST ROAD ACQUI |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40181 FOREST ROAD ACQU |
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| May 18, 2021 |
NT 10-Q 1 ea141153-nt10qforestroad2.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40181 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Fo |
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| April 27, 2021 |
Exhibit 99.1 Forest Road Acquisition Corp. II Announces Separate Trading of its Class A Common Stock and Warrants, Commencing April 30, 2021 New York, NY, April 27, 2021 (BUSINESS WIRE) ? Forest Road Acquisition Corp. II (NYSE: FRXB.U) (the ?Company?) announced today that, commencing April 30, 2021, holders of the 35,000,000 units sold in the Company?s initial public offering may elect to separate |
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| April 27, 2021 |
Financial Statements and Exhibits, Other Events 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): April 27, 2021 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40181 86-1376005 (State or other jurisdiction of incorporation) (Co |
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| March 18, 2021 |
FOREST ROAD ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Exhibit 99.1 FOREST ROAD ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 12, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Forest Road Acquisition Corp. II Opinion on the Financial Statement We have audited the accompanyin |
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| March 18, 2021 |
Financial Statements and Exhibits, Other Events 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 18, 2021 (March 12, 2021) Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40181 86-1376005 (State or other jurisdiction of i |
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| March 15, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), and Forest Road Acquisition Sponsor II LLC, a Delawar |
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| March 15, 2021 |
Forest Road Acquisition Corp. II Announces Closing of Upsized $350,000,000 Initial Public Offering Exhibit 99.2 Forest Road Acquisition Corp. II Announces Closing of Upsized $350,000,000 Initial Public Offering March 12, 2021 01:43 PM Eastern Standard Time NEW YORK-(BUSINESS WIRE)-Forest Road Acquisition Corp. II (the ?Company?) announced today the closing of its upsized initial public offering of 35,000,000 units at a price to the public of $10.00 per unit, which includes an exercise of the un |
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| March 15, 2021 |
Exhibit 1.1 30,500,000 Units Forest Road Acquisition Corp. II UNDERWRITING AGREEMENT March 9, 2021 Morgan Stanley & Co. LLC. 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Forest Road Acquisition Corp. II, a Delaware corporations (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement?), to sell to you and, as applicable, to the severa |
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| March 15, 2021 |
Exhibit 10.1 March 9, 2021 Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Forest Road Acquisition Corp. II, a Delaware corporation (t |
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| March 15, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is by and between Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial p |
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| March 15, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 9, 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File Nos. 3 |
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| March 15, 2021 |
Registration Rights Agreement, dated March 9, 2021, by and between the Company and the Sponsor. (3) Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is made and entered into by and among Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under |
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| March 15, 2021 |
Amended and Restated Certificate of Incorporation. (3) Exhibit 3.1 1 State of Delaware Secretary of State Division of Corporations Delivered 07:49 PM 03/09/2021 FILED 07:49 PM 03/09/2021 SR 20210852271 - File Number 4536782 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOREST ROAD ACQUISITION CORP. II March 9, 2021 Forest Road Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), |
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| March 15, 2021 |
Forest Road Acquisition Corp. II Announces Pricing of Upsized $305 Million Initial Public Offering Exhibit 99.1 Forest Road Acquisition Corp. II Announces Pricing of Upsized $305 Million Initial Public Offering March 09, 2021 09:22 PM Eastern Standard Time NEW YORK-(BUSINESS WIRE)-Forest Road Acquisition Corp. II (the ?Company?), a newly incorporated blank check company, today announced the pricing of its upsized initial public offering of 30,500,000 units at a price of $10.00 per unit. The uni |
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| March 15, 2021 |
Exhibit 10.5 Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 March 9, 2021 The Forest Road Company, LLC 1177 Avenue of the Americas, 5th Floor New York, New York 10036 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Forest Road Acquisition Corp. II (the ?Company?) and The Forest Road Company, LLC (?Pr |
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| March 15, 2021 |
8-K 1 ea137620-8kforestroad2.htm CURRENT REPORT 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 15, 2021 (March 9, 2021) Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-401 |
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| March 11, 2021 |
$305,000,000 Forest Road Acquisition Corp. II 30,500,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-253274 and 333-254065 $305,000,000 Forest Road Acquisition Corp. II 30,500,000 Units Forest Road Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we r |
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| March 9, 2021 |
- FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Forest Road Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1376005 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1177 Aven |
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| March 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1376005 (State or Other Jurisdiction of Incorporation or Org |
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| March 8, 2021 |
CORRESP 1 filename1.htm March 8, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Todd Schiffman Staff Attorney Division of Corporation Finance Re: Forest Road Acquisition Corp. II Registration Statement on Form S-1 Filed February 18, 2021, as amended File No. 333-253274 Dear Mr |
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| March 8, 2021 |
CORRESP 1 filename1.htm Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 March 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Forest Road Acquisition Corp. II Registration Statement on Form S-1 Filed February 18, 2021, as amende |
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| March 5, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 2 ea137116ex4-4forestroad2.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war |
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| March 5, 2021 |
Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 VIA EDGAR March 5, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Todd Schiffman Re: Forest Road Acquisition Corp. II Amendment No. 1 to Form S-1 Filed March 3, 2021 File No. 333-253274 |
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| March 5, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 5, 2021. Registration No. 333-253274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1376005 (State or other jurisdictio |
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| March 3, 2021 |
Form of Amended and Restated Certificate of Incorporation. EX-3.3 4 ea136854ex3-3forestroad2.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOREST ROAD ACQUISITION CORP. II [ ], 2021 Forest Road Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation i |
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| March 3, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 30,000,000 Units Forest Road Acquisition Corp. II UNDERWRITING AGREEMENT March [], 2021 Morgan Stanley & Co. LLC. 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Forest Road Acquisition Corp. II, a Delaware corporations (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement?), to sell to you and, as applicable, to the sever |
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| March 3, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 34619V 202 FOREST ROAD ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par |
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| March 3, 2021 |
Form of Audit Committee Charter. Exhibit 99.1 FOREST ROAD ACQUISITION CORP. II AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financia |
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| March 3, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 3, 2021. Registration No. 333-253274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1376005 (State or other jurisdictio |
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| March 3, 2021 |
EX-10.2 11 ea136854ex10-2forestroad2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Conti |
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| March 3, 2021 |
Certificate of Amendment of Certificate of Incorporation EX-3.2 3 ea136854ex3-2forestroad2.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FOREST ROAD ACQUISITION CORP. III”, CHANGING ITS NAME FROM “FOREST ROAD ACQUISITION CORP. III” TO “ |
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| March 3, 2021 |
Exhibit 10.1 [ ], 2021 Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Forest Road Acquisition Corp. II, a Delaware corporation (the ? |
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| March 3, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW FOREST ROAD ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP 34619V 111 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is t |
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| March 3, 2021 |
Specimen Class A Common Stock Certificate. EX-4.2 6 ea136854ex4-2forestroad2.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 34619V 103 FOREST ROAD ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STO |
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| March 3, 2021 |
Form of Administrative Services Agreement between the Registrant and The Forest Road Company, LLC. EX-10.8 15 ea136854ex10-8forestroad2.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND THE FOREST ROAD COMPANY, LLC Exhibit 10.8 Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 [●], 2021 The Forest Road Company, LLC 1177 Avenue of the Americas, 5th Floor New York, New York 10036 Re: Administrative Services Agreement Ladies and |
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| March 3, 2021 |
Form of Nominations and Corporate Governance Committee Charter Exhibit 99.3 FOREST ROAD ACQUISITION CORP. II NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSES The Nominating and Corporate Governance Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), to: (i) identify and screen individuals qualified to serve as directors and recommend to t |
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| March 3, 2021 |
Form of Compensation Committee Charter. Exhibit 99.2 FOREST ROAD ACQUISITION CORP. II COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) of the Board of Directors of Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), shall have responsibility for the compensation of the Company?s executive officers, including the Company?s Chief Executive Officers (the ?CEO?), and for incentive |
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| March 3, 2021 |
EX-4.4 8 ea136854ex4-4forestroad2.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Forest Road Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war |
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| March 3, 2021 |
EX-10.3 12 ea136854ex10-3forestroad2.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, FOREST ROAD ACQUISITION SPONSOR II LLC AND THE HOLDERS SIGNATORY THERETO Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Forest Road Acquisition Corp. II, a Delaware corporation (the “Comp |
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| March 3, 2021 |
Form of Code of Business Conduct and Ethics. EX-14 16 ea136854ex14forestroad2.htm FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 14 Forest Road Acquisition Corp. II Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its |
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| March 3, 2021 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2021, by and between Forest Road Acquisition Corp. II, a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade |
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| March 3, 2021 |
EX-10.4 13 ea136854ex10-4forestroad2.htm FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND FOREST ROAD ACQUISITION SPONSOR II LLC Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is |
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| February 18, 2021 |
Exhibit 3.3 BY LAWS OF FOREST ROAD ACQUISITION CORP. III (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent |
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| February 18, 2021 |
EX-10.7 5 fs2021ex10-7forestroad2.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED DECEMBER 23, 2020, BETWEEN THE REGISTRANT AND FOREST ROAD ACQUISITION SPONSOR II LLC. Exhibit 10.7 Forest Road Acquisition Corp. III 1177 Avenue of the Americas, Fl 5 New York, NY 10036 December 23, 2020 Forest Road Acquisition Sponsor III LLC 1177 Avenue of the Americas, Fl 5 New York, NY 10036 RE: Securities Subscript |
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| February 18, 2021 |
Consent of Martin Luther King III. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Forest Road Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fores |
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| February 18, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Forest Road Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fores |
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| February 18, 2021 |
EX-99.6 9 fs12021ex99-6forestroad2.htm CONSENT OF SALIL MEHTA Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Forest Road Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, |
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| February 18, 2021 |
Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 CORRESP 1 filename1.htm Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, New York 10036 VIA EDGAR February 18, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Todd Schiffman Re: Forest Road Acquisition Corp. II Draft Registration Statement on Form S- |
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| February 18, 2021 |
Promissory Note, dated December 23, 2020, issued to Forest Road Acquisition Sponsor II LLC. EX-10.6 4 fs2021ex10-6forestroad2.htm PROMISSORY NOTE, DATED DECEMBER 23, 2020, ISSUED TO FOREST ROAD ACQUISITION SPONSOR II LLC. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RES |
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| February 18, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement). As filed with the U.S. Securities and Exchange Commission on February 18, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest Road Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1376005 (State or other jurisdiction of incorporation or |
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| February 18, 2021 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?FOREST ROAD ACQUISITION CORP. III?, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF DECEMBER, A.D. 2020, AT 12:31 O?CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 4 |
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| January 15, 2021 |
BY LAWS FOREST ROAD ACQUISITION CORP. III (THE “CORPORATION”) ARTICLE I Exhibit 3.3 BY LAWS OF FOREST ROAD ACQUISITION CORP. III (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent |
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| January 15, 2021 |
EX-10.6 4 filename4.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| January 15, 2021 |
As confidentially submitted to the U.S. Securities and Exchange Commission on January 15, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTR |
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| January 15, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FOREST ROAD ACQUISITION CORP. III”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF DECEMBER, A.D. 2020, AT 12:31 O’CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bulloc |
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| January 15, 2021 |
Forest Road Acquisition Corp. III 1177 Avenue of the Americas, Fl 5 New York, NY 10036 Exhibit 10.7 Forest Road Acquisition Corp. III 1177 Avenue of the Americas, Fl 5 New York, NY 10036 December 23, 2020 Forest Road Acquisition Sponsor III LLC 1177 Avenue of the Americas, Fl 5 New York, NY 10036 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on December 23, 2020 by and between Forest Road Acquisition Sponsor III LLC, a D |
