8-A12B 1 ea137123-8a12b_forestroad2.htm 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 Avenue of the Americas, 5th Floor

New York, NY

  10036
(Address of Principal Executive Offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be Registered

 

Name of Each Exchange on Which

Each Class is to be Registered

   
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant   New York Stock Exchange
   
Class A Common Stock, par value $0.0001 per share   New York Stock Exchange
   
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act Registration Statement or Regulation A offering statement file number to which this form relates: 333-253274 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

  

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A common stock and warrants to purchase shares of Class A common stock of Forest Road Acquisition Corp. II (the “Company”). The description of the units, Class A common stock and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-253274) filed with the U.S. Securities and Exchange Commission on February 18, 2021, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the instructions for Form 8-A, no exhibits are required to be filed, because no other securities of the registrant are registered on the New York Stock Exchange, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: March 8, 2021

  FOREST ROAD ACQUISITION CORP. II
   
  By: /s/ Thomas Staggs
    Thomas Staggs
    Co-Chief Executive Officer

 

 

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