Forest Road Acquisition Corp. II
FRXB · NYSE · formerly Forest Road Acquisition Corp. III
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from Forest Road Acquisition Sponsor II LLC, listed on NYSE in March 2021.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 11 March 2021
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- 1177 AVENUE OF THE AMERICAS, 5TH FLOOR, NEW YORK, NY, 10036
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- King Martin Luther III (Director) · Strauss Daniel (Director) · Gondipalli Pallavi (Director)
- Listed securities
- FRXB common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 11 March 2021IPOpassed
IPO size not on file
The score
deterministic, from filed fieldsFRXB is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Forest Road Acquisition Corp. II was a blank-check company that traded on the New York Stock Exchange under the ticker FRXB. The company priced its initial public offering on March 11, 2021. Its securities included Class A Common Stock, Units consisting of one share and one-fifth of a Redeemable Warrant, and Redeemable Warrants exercisable for one share of Class A Common Stock at an exercise price of $11.50. The company liquidated and returned the trust cash to shareholders, with the redemption of its public shares established by a Form 25 filed on December 13, 2023.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The filing states an estimated redemption price of approximately $10.45 per share after up to $100,000 of dissolution expenses but BEFORE the payment of taxes, expected to be paid out by December 13, 2023. Warrants carry no redemption or liquidating-distribution rights and will expire worthless. Sponsor Forest Road Acquisition Sponsor II LLC has waived its redemption rights on the Class B shares. Continental has been instructed to effect the liquidation; other dissolution costs come from funds outside the trust.
A near-total turnover of the board and both chief executives in three days. The incoming Chairman and CEO, Zachary Tarica, was already the company's Chief Operating Officer and is founder and CEO of The Forest Road Company — the sponsor's own principal — and Idan Shani was already Chief Financial Officer, so control moves from outside directors to sponsor insiders. The 'no disagreement' language is the standard Item 5.02 disclaimer and is the company's characterisation.
With roughly $354.9 million still in trust this was a large vehicle, and the redemption right measured against that balance is the dominant consideration. The listing-linked adjournment provision is the tell: the board expected redemptions heavy enough to threaten NYSE compliance, which is what happened across the 2021 SPAC cohort. FRXB ultimately liquidated, so tendering by March 1, 2023 was how holders captured the trust value.
Fixes FRXB's public share count at 35,000,000 — the denominator for its per-share trust — and enables the share to trade apart from the warrant.
Confirms a $350 million trust at $10.00 per public share — FRXB's redemption floor — with only about $1.3 million of cash outside it to run the search.
Sets FRXB's $305 million base IPO with thin warrant coverage, and the multiple-of-five exercise rule is a practical constraint on small warrant holders.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
What changed: Item 8.01 — liquidation. On November 27, 2023 the board of Forest Road Acquisition Corp. II determined it is unlikely the company can consummate a business combination by the Extended Date of December 12, 2023, approved by stockholders on March 3, 2023. It will cease all operations except winding up; within not more than ten business days redeem the public Class A shares at the trust amount including interest, net of taxes payable and up to $100,000 of interest for dissolution expenses, divided by public shares outstanding; then liquidate and dissolve. Why it matters: The filing states an estimated redemption price of approximately $10.45 per share after up to $100,000 of dissolution expenses but BEFORE the payment of taxes, expected to be paid out by December 13, 2023. Warrants carry no redemption or liquidating-distribution rights and will expire worthless. Sponsor Forest Road Acquisition Sponsor II LLC has waived its redemption rights on the Class B shares. Continental has been instructed to effect the liquidation; other dissolution costs come from funds outside the trust.
- What changed vs 2023-08-11trust $46.2M → $46.6M +1%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $46.2M$46.6M
- Combination deadline
- 2023-12-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to concentrate its efforts on identifyin… · unchanged
- Redeemable shares
- 4.47M · unchanged
SpacBrain reads this as $441,772 was added to the trust between the two filings.
The clause …“taxes 136,575 — Total current assets 230,510 196,047 Cash and investments held in trust account 46,616,295 354,613,132 Total noncurrent assets 46,616,295 354,613,132 Total assets $ 46,846,805 $ 354,809,179 Liabilities, Common Stock”…
The clause …“to continue as a going concern. If the Company is unable to complete a Business Combination by December 12, 2023, the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date, subsequent dissolution, and liquidity condition raise substantial doubt about”…
The clause …“future events. Accordingly, as of September 30, 2023 and December 31, 2022, 4,474,604 and 35,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented at redemption value as temporary equity,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-05-15trust $45.8M → $46.2M +1%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $45.8M$46.2M
- Combination deadline
- 2023-12-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to concentrate its efforts on identifyin… · unchanged
- Redeemable shares
- 4.47M · unchanged
SpacBrain reads this as $421,777 was added to the trust between the two filings.
The clause …“taxes 165,847 — Total current assets 405,763 196,047 Cash and Investments held in trust account 46,174,523 354,613,132 Total noncurrent assets 46,174,523 354,613,132 Total assets $ 46,580,286 $ 354,809,179 Liabilities, Common Stock”…
The clause …“to continue as a going concern. If the Company is unable to complete a business combination by December 12, 2023, the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date, subsequent dissolution, and liquidity condition raise substantial doubt about”…
The clause …“future events. Accordingly, as of June 30, 2023 and December 31, 2022, 4,474,604 and 35,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented at redemption value as temporary equity,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-11-03trust $351.8M → $45.8M -87%deadline 2023-03-12 → 2023-12-12shares 35.0M → 4.47M -87%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $351.8M$45.8M
- Combination deadline
- 2023-03-122023-12-12
- Redeemable shares
- 35.0M4.47M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to concentrate its efforts on identifyin… · unchanged
SpacBrain reads this as $306,034,105 left the trust between the two filings.
The clause …“taxes 196,920 — Total current assets 303,010 196,047 Cash and Investments held in trust account 45,752,746 354,613,132 Total noncurrent assets 45,752,746 354,613,132 Total assets $ 46,055,756 $ 354,809,179 Liabilities, Common Stock”…
SpacBrain reads this as 275 days later than the previous record.
The clause …“to continue as a going concern. If the Company is unable to complete a business combination by December 12, 2023, the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the”…
SpacBrain reads this as 30,525,396 shares are no longer redeemable.
The clause …“future events. Accordingly, as of March 31, 2023 and December 31, 2022, 4,474,604 and 35,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented at redemption value as temporary equity,”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date, subsequent dissolution, and liquidity condition raise substantial doubt about”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 5.02: Effective April 4, 2023 Thomas Staggs, Kevin Mayer, Keith L. Horn and Salil Mehta resigned from Forest Road Acquisition Corp. II's board, with Staggs and Mayer also resigning as Co-Chief Executive Officers. The filing states the resignations were not the result of any disagreement with management or the board on operations, policies or practices. Effective April 6, 2023 the board appointed Zachary Tarica as Chairman and CEO and added Idan Shani, Pallavi Gondipalli and Daniel Strauss, the latter two as independent audit, compensation and nominating committee members. Why it matters: A near-total turnover of the board and both chief executives in three days. The incoming Chairman and CEO, Zachary Tarica, was already the company's Chief Operating Officer and is founder and CEO of The Forest Road Company — the sponsor's own principal — and Idan Shani was already Chief Financial Officer, so control moves from outside directors to sponsor insiders. The 'no disagreement' language is the standard Item 5.02 disclaimer and is the company's characterisation.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Forest Road Acquisition Sponsor II LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1283 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B4 0001213900-21-014906
Trading & liquidity
Company profile
Directors & officers
- King Martin Luther IIIDirector
- Strauss DanielDirector
- Gondipalli PallaviDirector
- Horn KeithDirector
- Tarica ZacharyChief Operating Officer
- Mehta SalilDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
8 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Forest Road Acquisition Sponsor II LLCwith 1 other reporting person on the same schedule20.0% · SC 13GFeb 10, 2022 stale
- Farallon Capital Partners, L.P.with 27 other reporting persons on the same schedule8.9% · SC 13G/AJan 25, 2024 stale
- Radcliffe Capital Management, L.P.with 5 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- PROPPER KERRYwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- Saba Capital Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 8, 2024 stale
- Beryl Capital Management LLCwith 2 other reporting persons on the same schedule0.0% · SC 13G/AFeb 8, 2024 stale
- HG Vora Capital Management, LLC0.0% · SC 13G/AFeb 14, 2023 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLC0.0% · SC 13G/AJan 25, 2023 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — FRXB (Forest Road Acquisition Corp. II)
vault-note · /vault/tickers/FRXB
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail3 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001213900-21-014906 priced 2021-03-11; common ticker FRXB off 8-K 0001213900-23-090628 (2023-11-28); lifecycle EXITED. Ending PROVEN, not inferred: LIQUIDATED per Form 25 0000876661-23-000965 (2023-12-13) — Form 25 filed under 17 CFR 240.12d2-2(a)(1) — the rule for a class "called for redemption" or "redeemed or paid at maturity/retirement". For a SPAC that class is the public shares and that redemption is the trust going back (class: Class A Common Stock; Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant; Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50). No wind-up press release was readable on the registrant's own file, so the per-share figure is not stored.. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
warrantStrike=11.5, unitSeparationDays=52 from the definitive prospectus (0001213900-21-014906). NOT FILLED: warrantCallPrice — no stated candidate; rightShareRatio — no stated candidate
sponsor "Forest Road Acquisition Sponsor II LLC" (SEC CIK 0001840159) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-21-014447.