SEC Form SC 13G filed
$FRX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Forest Road Acquisition Corp..
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
34619R102
(CUSIP Number)
February 11, 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)
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
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CUSIP No. 34619R102
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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LIGHT STREET 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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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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| 0 | |
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6
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SHARED VOTING POWER
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2,155,000
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7
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SOLE DISPOSITIVE POWER
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| 0 | |
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8
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SHARED DISPOSITIVE POWER
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2,155,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,155,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.18%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. 34619R102
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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GLEN THOMAS KACHER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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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
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| 0 |
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6
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SHARED VOTING POWER
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2,155,000
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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2,155,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,155,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.18%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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CUSIP No. 34619R102
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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LIGHT STREET MERCURY MASTER FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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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
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| 0 |
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6
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SHARED VOTING POWER
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2,000,000
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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2,000,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.67%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, PN
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Page 5 of 10 Pages
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| Item 1(a). |
Name of Issuer:
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Forest Road Acquisition Corp. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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1177 Avenue of the Americas, 5th Floor, New York, New York 10036
| Item 2(a). |
Name of Person Filing
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
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i)
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Light Street Capital Management, LLC (“LSCM”);
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ii)
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Glen Thomas Kacher (“Mr. Kacher”); and
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iii)
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Light Street Mercury Master Fund, L.P. (“Mercury”).
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This Statement relates to Shares (as defined herein), held for the account of Mercury, an exempted limited partnership in
the Cayman Islands, and Light Street Tungsten Master Fund, L.P., an exempted limited partnership in the Cayman Islands (“Tungsten”). LSCM serves as investment adviser and general partner to each of
Mercury and Tungsten, and, in such capacities, exercises voting and investment power over the Shares held in the accounts for each of Mercury and Tungsten. Mr. Kacher is the Chief Investment Officer of LSCM.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 525 University Avenue, Suite 300, Palo Alto, CA 94301.
| Item 2(c). |
Citizenship:
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i)
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LSCM is a limited liability company incorporated in Delaware;
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ii)
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Mr. Kacher is a citizen of the United States of America; and
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iii)
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Mercury is an exempted limited partnership in the Cayman Islands.
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| Item 2(d). |
Title of Class of Securities:
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Class A Common Stock, par value $0.0001 per share (“Shares”)
| Item 2(e). |
CUSIP Number:
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34619R102
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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This Item 3 is not applicable.
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Page 6 of 10 Pages
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| Item 4. |
Ownership:
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| Item 4(a) |
Amount Beneficially Owned:
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As of February 15, 2021, each of LSCM and Mr. Kacher may be deemed the beneficial owner of 2,155,000 Shares. This amount consists of: (A) 2,000,000 shares held for the account of Mercury; and (B)
155,000 shares held for the account of Tungsten.
| Item 4(b) |
Percent of Class:
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As of February 15, 2021, each of LSCM and Mr. Kacher may be deemed the beneficial owner of approximately 7.18% of Shares outstanding. (These percentages are based on
30,000,000 Shares outstanding as of November 30, 2020, as reported in the Issuer’s current report on Form 8-K filed on January 13, 2021.)
| Item 4(c) |
Number of Shares as to which such person has:
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LSCM and Mr. Kacher:
(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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2,155,000
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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2,155,000
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Mercury:
(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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2,000,000
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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2,000,000
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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See disclosure in Items 2 and 4 hereof.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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See disclosure in Item 2 hereof.
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Page 7 of 10 Pages
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| Item 8. |
Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group:
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This Item 9 is not applicable.
| Item 10. |
Certification:
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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, other than activities solely in connection with a nomination
under §240.14a-11.
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Page 8 of 10 Pages
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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.
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Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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Glen Thomas Kacher
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By:
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/s/ Glen Thomas Kacher
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Light Street Mercury Master Fund, L.P.
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By: Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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February 16, 2021
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Page 9 of 10 Pages
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EXHIBIT INDEX
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Ex.
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Page No.
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A
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Joint Filing Agreement
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10
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Page 10 of 10 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Forest Road Acquisition Corp. dated as of February 16, 2021 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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Glen Thomas Kacher
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By:
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/s/ Glen Thomas Kacher
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Light Street Mercury Master Fund, L.P.
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By: Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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February 16, 2021