Statement of Ownership (sc 13g)
February 14 2022 - 3:10PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
Forest Road Acquisition Corp. II
_____________________________________________________
(Name of Issuer)
Common Stock, par value $0.0001 per share
_____________________________________________________
(Title of Class of Securities)
34619V103
_____________________________________________________
(CUSIP Number)
December 31, 2021
___________________________________________________
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP NO.: 34619V103
(1) NAME OF REPORTING
PERSON: HG Vora Capital Management, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
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(5)
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SOLE VOTING POWER: 2,000,000
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(6)
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SHARED VOTING POWER: 0
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(7)
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SOLE DISPOSITIVE POWER: 2,000,000
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(8)
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SHARED DISPOSITIVE POWER: 0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,000,000
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(10)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.7%
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(12)
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TYPE OF REPORTING PERSON: OO (Delaware limited liability company)
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Item 1.
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(a) Name of Issuer
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Forest Road Acquisition Corp. II
(b) Address
of principal executive offices
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
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Item 2.
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(a) Name of Person Filing
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This
statement is filed by HG Vora Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”).
The foregoing person hereinafter sometimes is referred to as the “Reporting Person.” Any disclosures herein with respect
to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.
(b) Address
of principal executive offices
The business
office address of the Investment Manager is 330 Madison Avenue, 20th Floor, New York, NY 10017.
(c) Citizenship
The Investment
Manager is a Delaware limited liability company.
(d) Title
of Class of Securities
Common Stock, $0.0001 par value per share (the “Common Stock”).
(e) CUSIP
Number
34619V103
A. HG
Vora Capital Management, LLC
(a) Amount
beneficially owned:
As of December
30, 2021, may be deemed to beneficially own: 2,000,000 shares of Common Stock.
(b) Percent
of class:
5.7%.
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 2,000,000
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition of: 2,000,000
(iv) Shared
power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement
is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Each of the Reporting Person hereby makes
the following certification:
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2022
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HG VORA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Parag Vora
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Name: Parag Vora
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Title: Manager
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Page 5 of 5
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