Forest Road Acquisition Corp. II - FORM S-1/A - EX-3.2 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - March 3, 2021

Attached files

file filename
EX-99.3 - FORM OF NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE CHARTER - Forest Road Acquisition Corp. IIea136854ex99-3_forestroad2.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Forest Road Acquisition Corp. IIea136854ex99-2_forestroad2.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Forest Road Acquisition Corp. IIea136854ex99-1_forestroad2.htm
EX-14 - FORM OF CODE OF BUSINESS CONDUCT AND ETHICS - Forest Road Acquisition Corp. IIea136854ex14_forestroad2.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND THE FOREST - Forest Road Acquisition Corp. IIea136854ex10-8_forestroad2.htm
EX-10.5 - FORM OF INDEMNITY AGREEMENT - Forest Road Acquisition Corp. IIea136854ex10-5_forestroad2.htm
EX-10.4 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Forest Road Acquisition Corp. IIea136854ex10-4_forestroad2.htm
EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, FOREST ROAD ACQUISIT - Forest Road Acquisition Corp. IIea136854ex10-3_forestroad2.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Forest Road Acquisition Corp. IIea136854ex10-2_forestroad2.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, FOREST ROAD ACQUISITION SPONSOR L - Forest Road Acquisition Corp. IIea136854ex10-1_forestroad2.htm
EX-5.1 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP - Forest Road Acquisition Corp. IIea136854ex5-1_forestroad2.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Forest Road Acquisition Corp. IIea136854ex4-4_forestroad2.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Forest Road Acquisition Corp. IIea136854ex4-3_forestroad2.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - Forest Road Acquisition Corp. IIea136854ex4-2_forestroad2.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Forest Road Acquisition Corp. IIea136854ex4-1_forestroad2.htm
EX-3.3 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Forest Road Acquisition Corp. IIea136854ex3-3_forestroad2.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Forest Road Acquisition Corp. IIea136854ex1-1_forestroad2.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Forest Road Acquisition Corp. IIea136854-s1a1_forestroad2.htm

Exhibit 3.2

 

  Delaware Page 1
  The First State  

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FOREST ROAD ACQUISITION CORP. III”, CHANGING ITS NAME FROM “FOREST ROAD ACQUISITION CORP. III” TO “FOREST ROAD ACQUISITION CORP. II”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JANUARY, A.D. 2021, AT 10:22 O’CLOCK A.M.

 

4536782  8100
SR# 20210209028		    
Authentication: 202363478
  Date: 01-25-21

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

 

 

 

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

 

OF

 

FOREST ROAD ACQUISITION CORP. III

State of Delaware
Secretary of State
Division of Corporations

Delivered 10:22AM 01/25/2021 FILED 10:22 AM 01/25/2021

SR 20210209028 - File Number 4536782

 

It is hereby certified that:

 

1. The name of the corporation (hereinafter called the “corporation”) is Forest Road Acquisition Corp. III.

 

2. The certificate of incorporation of the corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said Article I the following new Article I:

 

The name of the corporation is Forest Road Acquisition Corp. II (the “Corporation’’).

 

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

Signed on January 24, 2021

 

  By: /s/ Idan Shani
  Name: Idan Shani
  Title: Chief Financial Officer