Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
 
Use of Proceeds
 
On November 30, 2020, we consummated
our initial public offering of 30,000,000 units, which included 3,900,000 units issued pursuant to the partial exercise by the underwriters
of their over-allotment option. Each unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third of
one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50
per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $300,000,000.
 
Simultaneously
with the closing of our initial public offering, we completed the private sale of an aggregate of 5,333,333 private placement warrants
to Forest Road Acquisition Sponsor LLC, our sponsor, at a purchase price of $1.50 per private placement warrant, generating gross proceeds
to us of $8,000,000. This issuance of private placement warrants was be made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act.
 
A
total of $300,000,000, comprised of $292,000,000 of the proceeds from our initial public offering (which amount includes $10,500,000 of
the underwriters’ deferred discount) and $8,000,000 of the proceeds of the sale of the private placement warrants, was placed in
a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the trust
account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
 
There
has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described
in the Company’s final prospectus related to the Initial Public Offering.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Mine Safety Disclosures.
 
Not Applicable.
 
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