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.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are filed herewith:





Exhibit No.   Description of Exhibits
3.1             Amendment to Amended and Restated Certificate of Incorporation
10.1            Promissory Note issued to Forest Road Acquisition Sponsor II LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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