FRXB SEC filings, in plain English
Everything Forest Road Acquisition Corp. II has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
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.
- What changed vs 2022-04-15trust $350.0M → $354.6M +1%deadline 2023-03-12 → 2023-12-12
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $350.0M$354.6M
- Combination deadline
- 2023-03-122023-12-12
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to concentrate its efforts on identifyin… · unchanged
- Redeemable shares
- 35.0M · unchanged
SpacBrain reads this as $4,585,128 was added to the trust between the two filings.
The clause …“assets 196,047 1,052,831 Prepaid expenses - non-current — 39,234 Investments held in trust account 354,613,132 350,028,004 Total noncurrent assets 354,613,132 350,067,238 Total assets $ 354,809,179 $ 351,120,069 Liabilities, Common”…
SpacBrain reads this as 275 days later than the previous record.
The clause …“by the board of directors) (the “Extension”). If the Company’s initial Business Combination is not completed by December 12, 2023, then the Company’s existence will terminate, and the Company will distribute the amounts in the”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable”…
The clause …“of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 35,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…
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: Forest Road Acquisition Corp. II called a special meeting for March 3, 2023 at 10:00 a.m. Eastern time, virtual, on an Extension Amendment. Based on approximately $354.9 million in the Trust Account on the record date, the pro rata redemption amount is set against a market price of $10.13. Public Shares must be tendered to the transfer agent at least two business days before the meeting, by March 1, 2023. An Adjournment Proposal would let the Board adjourn if redemptions would leave the Company unable to meet New York Stock Exchange continued listing requirements. Why it matters: 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.
- What changed vs 2022-08-15trust $350.5M → $351.8M +0%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $350.5M$351.8M
- Combination deadline
- 2023-03-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to concentrate its efforts on identifyin… · unchanged
- Redeemable shares
- 35.0M · unchanged
SpacBrain reads this as $1,283,057 was added to the trust between the two filings.
The clause …“assets 378,024 1,052,831 Prepaid expenses - non-current — 39,234 Investments held in trust account 351,786,851 350,028,004 Total noncurrent assets 351,786,851 350,067,238 Total assets $ 352,164,875 $ 351,120,069 Liabilities, Common”…
The clause …“to continue as a going concern. If the Company is unable to complete a Business Combination by March 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, 2022 and December 31, 2021, 35,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…
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 2022-05-16trust $350.1M → $350.5M +0%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $350.1M$350.5M
- Combination deadline
- 2023-03-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to concentrate its efforts on identifyin… · unchanged
- Redeemable shares
- 35.0M · unchanged
SpacBrain reads this as $444,587 was added to the trust between the two filings.
The clause …“assets 313,573 1,052,831 Prepaid expenses - non-current — 39,234 Investments held in trust account 350,503,794 350,028,004 Total noncurrent assets 350,503,794 350,067,238 Total assets $ 350,817,367 $ 351,120,069 Liabilities, Common”…
The clause …“to continue as a going concern. If the Company is unable to complete a Business Combination by March 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, 2022 and December 31, 2021, 35,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…
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.
In plain English
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.
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.
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.