SEC Comment Letter 0000000000-23-001323 to Forest Road Acquisition Corp. II (CIK 0001840161)
Forest Road Acquisition Corp. II (CIK 0001840161)
Date: Feb. 8, 2023 · CIK: 0001840161 · Accession: 0000000000-23-001323
AI Filing Summary & Sentiment
File numbers found in text: 001-40181
Letter
United States securities and exchange commission logo February 8, 2023 Zachary Tarica Chief Operating Officer Forest Road Acquisition Corp. II 1177 Avenue of the Americas, 5th Floor New York, NY 10036 Re:Forest Road Acquisition Corp. II Preliminary Proxy Statement on Schedule 14A Filed February 6, 2023 File No. 001-40181 Dear Zachary Tarica: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameZachary Tarica Comapany NameForest Road Acquisition Corp. II February 8, 2023 Page 2 FirstName LastName Zachary Tarica Forest Road Acquisition Corp. II February 8, 2023 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Catherine De Lorenzo at 202-551-4079 or Jeffrey Gabor at 202-551- 2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joshua N. Englard, Esq.
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United States securities and exchange commission logo
February 8, 2023
Zachary Tarica
Chief Operating Officer
Forest Road Acquisition Corp. II
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Re:Forest Road Acquisition Corp. II
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2023
File No. 001-40181
Dear Zachary Tarica:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameZachary Tarica
Comapany NameForest Road Acquisition Corp. II
February 8, 2023 Page 2
FirstName LastName
Zachary Tarica
Forest Road Acquisition Corp. II
February 8, 2023
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Catherine De Lorenzo at 202-551-4079 or Jeffrey Gabor at 202-551-
2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joshua N. Englard, Esq.