Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective as of April 4,
2023, Thomas Staggs, Kevin Mayer, Keith L. Horn and Salil Mehta resigned as members of the Board of Directors (the “Board”)
of Forest Road Acquisition Corp. II (the “Company”). Messrs. Staggs and Mayer also resigned as Co-Chief Executive Officers
of the Company. The resignations were not the result of any disagreement with management or the Board on any matter relating to the Company’s
operations, policies or practices.
Effective as of April 6, 2023, the Board appointed:
(i) Zachary Tarica as Chairman of the Board and Chief Executive Officer of the Company and (ii) Idan Shani, Ms. Gondipalli and Mr. Strauss
as members of the Board. Each of Pallavi Gondipalli and Daniel Strauss qualify as independent directors and will also serve as members
of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board.
The experience of our directors
and executive officers is as follows:
Zachary Tarica has
served as the Company’s Chief Operating Officer since inception. Mr. Tarica is currently the founder and Chief Executive Officer
of The Forest Road Company, LLC (the “Forest Road”). Since its founding in May 2017, Forest Road has expanded its specialty
finance platform across blockchain, digital assets, technology, entertainment, real estate, renewable energy tax credit lending, film
tax credit administration, and tax credit brokerage. Mr. Tarica previously served as the Chairperson of the board of directors and Chief
Investment Officer of Forest Road Acquisition Corp. (NYSE: BODY) from September 2020 to June 2021. Prior to establishing Forest Road,
Mr. Tarica served as a Credit Analyst at Brookfield Asset Management from June 2014 to May 2018. From 2008 to 2014, Mr. Tarica worked
for Deutsche Bank as a distressed desk analyst focused on investing in special situations in the energy and infrastructure sectors. Mr. Tarica
holds a B.S. degree in Business with a minor in Organizational Communications from Northeastern University.
Idan Shani has served
as the Company’s Chief Financial Officer since inception. Since October 2018, Mr. Shani has served as the Chief Financial Officer
and Chief Operating Officer of Forest Road. Mr. Shani served as the Chief Operating Officer of FRX I from September 2020 to June 2021.
Prior to joining Forest Road, he was President and Head of Research of Antarctica Asset Management (U.S.), Inc. (“Antarctica”)
and its predecessor Antarctica Asset Management LLC, a global hedge fund solutions firm. He remains involved at Antarctica as a senior
independent member of the investment and allocation committee with reporting duties to the board of directors. He was a research analyst
at Ivy Asset Management, a firm owned by BNY Mellon, from June 2005 to June 2008, focusing on credit strategies. He currently leverages
his experience as a hedge fund allocator offering essential financial and administrative controls to oversee the build-out of all blockchain-based
businesses and platforms. Mr. Shani holds a B.A. degree in Economics with a Division of Studies in Management (summa cum laude) from
The Open University of Israel.
Pallavi Gondipalli
since January 2023 has served as a strategic advisor to investment funds and company founders in frontier asset classes where
investor sponsorship is less developed. From July 2020 to April 2022, Ms. Gondipalli was a Managing Partner at CoinFund, a
crypto venture capitalist founded in 2015, where she spearheaded capital formation for pre-seed and seed, series A and liquid
token strategies. Prior to CoinFund, Ms. Gondipalli served as Co-Head of Investor Relations & Marketing from May 2017 to July
2020 at Luminus Management, a specialist energy fund. From July 2015 to May 2017, Ms. Gondipalli was a Director of Investor
Relations at LS Power (former parent company of Luminus) where she served in a senior capital formation role for their power private
equity business, related power asset offerings and the Luminus hedge fund strategy. From May 2010 to May 2015, Ms. Gondipalli was a
Vice President in capital formation at One William Street, an investor in the structured credit asset class covering RMBS, CMBS and
non-mortgage consumer backed assets. From February 2008 to April 2010, Ms. Gondipalli was an Associate with Millennium Global, an
alternatives manager. From 2002 to 2006, Ms. Gondipalli was a public accountant with Ernst & Young in both Chicago and London.
Ms. Gondipalli holds an MBA in finance from the Wharton School of Business and a BBA in Accounting (CPA) from Emory
University (Goizueta Business School).
Daniel Strauss has been
serving as the Chief Executive Officer of GlassBridge Enterprises (OTC:GLAE), a publicly traded asset management company, since March
2019. Prior to that, Mr. Strauss served as GlassBridge’s Chief Operating Officer from March 2017 to December 2019. From March 2019
to June 2021, Mr. Strauss served as Chief Executive Officer of Adara Enterprises Corp., an asset management firm and subsidiary of GlassBridge.
In April 2021, Adara filed a prepackaged chapter 11 plan of reorganization. Mr. Strauss has served as a member of the board of directors
of ARRIVE, the venture capital arm of RocNation, since March, 2017. Mr. Strauss served as a Portfolio Manager at Clinton Group Inc.,
an alternative investment management firm, from August 2010 to December 2019. At Clinton, Mr. Strauss was responsible for evaluating
and executing private equity transactions across a range of industries and the ongoing management and oversight of Clinton’s portfolio
investments. From 2008 to 2010, he worked for Angelo, Gordon & Co., a diversified investment manager, as a member of the firm’s
private equity and special situations area. Mr. Strauss was previously with Houlihan Lokey, an investment bank, where he focused on mergers
and acquisitions from 2006 to 2008. Mr. Strauss served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from 2011
until 2015 and Community Financial Shares, Inc. (OTC: CFIS) from 2012 until its sale to Wintrust Financial Corporation in 2015. Mr. Strauss
received a Bachelor of Science in Finance and International Business from the Stern School of Business at New York University.
There are no related-party transactions in which the
new directors or any of their immediate family members has an interest that would require disclosure under Item 404(a) of Regulation S-K.