Correspondence 0001213900-23-009594 from Forest Road Acquisition Corp. II (CIK 0001840161)
Forest Road Acquisition Corp. II (CIK 0001840161)
Date: Feb. 9, 2023 · CIK: 0001840161 · Accession: 0001213900-23-009594
AI Filing Summary & Sentiment
File numbers found in text: 001-40181
Letter
Division of Corporation Finance Office of Real Estate and Construction Attention: Forest Road Acquisition Corp. II Preliminary Proxy Statement on Schedule 14A Filed February 6, 2023 File No. 001-40181
Dear Ms. Lorenzo and Mr. Gabor:
Forest Road Acquisition Corp. II, a Delaware corporation (the “Company,” “we,” “our” or “us”), hereby transmits its response to the comment letter (the “Comment Letter”) received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 8, 2023, regarding the Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on February 6, 2023 (the “Proxy Statement”). For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
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 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.
Response: The Company respectfully advises the Staff that its sponsor, Forest Road Acquisition Sponsor II LLC, is a Delaware limited liability company, and is neither controlled by, nor does it have any ties with, any non-U.S. person.
****
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 9, 2023
Page 2
We thank the Staff for its review of the Proxy Statement and this response. As you know, the Company is eager to finalize the Proxy Statement as soon as possible, and we appreciate the Staff’s assistance in helping us achieve this goal. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Joshua Englard, Esq., of Ellenoff Grossman & Schole LLP, at jenglard@egsllp.com or by telephone at (212) 370-1300.
Very truly yours,
Forest Road Acquisition Corp. II
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CORRESP
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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 Statement
on Schedule 14A
Filed February 6, 2023
File No. 001-40181
Dear Ms. Lorenzo and Mr. Gabor:
Forest Road Acquisition Corp.
II, a Delaware corporation (the “Company,” “we,” “our” or “us”),
hereby transmits its response to the comment letter (the “Comment Letter”) received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on February 8, 2023, regarding the Preliminary Proxy
Statement on Schedule 14A filed by the Company with the Commission on February 6, 2023 (the “Proxy Statement”). For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s
response.
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 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.
Response: The Company respectfully advises
the Staff that its sponsor, Forest Road Acquisition Sponsor II LLC, is a Delaware limited liability company, and is neither controlled
by, nor does it have any ties with, any non-U.S. person.
****
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 9, 2023
Page 2
We thank the Staff for its
review of the Proxy Statement and this response. As you know, the Company is eager to finalize the Proxy Statement as soon as possible,
and we appreciate the Staff’s assistance in helping us achieve this goal. Should you have any questions or require any additional
information, please do not hesitate to contact our legal counsel, Joshua Englard, Esq., of Ellenoff Grossman & Schole LLP, at jenglard@egsllp.com
or by telephone at (212) 370-1300.
Very truly yours,
Forest Road Acquisition Corp. II
By:
/s/ Zacharia Tarica
Name:
Zacharia Tarica
Title:
Chief Operating Officer
cc:
Ellenoff Grossman & Schole LLP