Forest Road Acquisition Corp. II
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
VIA EDGAR
February 18, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Todd Schiffman
| Re: | Forest Road Acquisition Corp. II |
Draft Registration Statement on Form S-1
Filed January 15, 2021
CIK No. 0001840161
Dear Mr. Schiffman:
Forest Road Acquisition Corp. II (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 11, 2021, regarding the Draft Registration Statement on Form S-1 submitted to the Commission on January 15, 2021.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
Draft Registration Statement on Form S-1 filed January 15, 2021
Our warrant agreement will designate the courts of the State of New York..., page 56
| 1. | We note the disclosure indicates the federal district courts are the exclusive forum for actions arising out of the Securities Act. Please revise the disclosure here and in the later discussion on page 124 to address any uncertainty around the enforceability of the provision, given the concurrent jurisdiction provided in Section 22 of the Securities Act. Please also disclose that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. |
In response to the Staff’s comment, we have revised the disclosure on pages 57 and 129 of the Registration Statement.
* * *
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 18, 2021
Page 2 of 2
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel, Tamar Donikyan, Esq., at tdonikyan@egsllp.com or by telephone at (212) 370-1300.
| Sincerely, | |
| /s/ Idan Shani | |
| Name: Idan Shani | |
| Title: Chief Financial Officer |
cc: Ellenoff Grossman & Schole LLP
