Item 8.01 Other Events.

On March 12, 2021, the Company consummated its IPO of 35,000,000 units (the "Units"), which included 4,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-fifth of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $350,000,000.

On March 12, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 6,000,000 warrants (the "Private Placement Warrants") to Forest Road Acquisition Sponsor II LLC, the Company's sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000.

A total of $350,000,000, comprised of $343,000,000 of the proceeds from the IPO (which amount includes $12,250,000 of the underwriters' deferred discount) and $7,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of March 12, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:





Exhibit No.   Description

99.1            Audited Balance Sheet as of March 12, 2021.

104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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