Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on November 21, 2022, Forest Road Acquisition Corp. II, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ariel Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company ("Merger Sub I"), Ariel Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company ("Merger Sub II"), and Hyperloop Transportation Technologies, Inc. ("HyperloopTT"), a Delaware corporation.

On February 3, 2023, by mutual agreement, the parties entered into a termination agreement (the "Termination Agreement") to terminate the Merger Agreement pursuant to Section 10.01(a) thereof. Except as otherwise set forth in the Merger Agreement, none of parties shall have any further liability thereunder. Upon termination of the Merger Agreement, the Sponsor Agreement (as defined in the Merger Agreement) and the Company Support Agreement (as defined in the Merger Agreement) terminated pursuant to their terms.

The foregoing summary of the Termination Agreement is qualified in its entirety by the text of the Termination Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits

The following exhibit is filed herewith:





Exhibit No.   Description of Exhibits
10.1            Termination Agreement, dated February 3, 2023, by and among Forest
              Road Acquisition Corp. II, Ariel Merger Sub I, Inc., Ariel Merger Sub
              II, LLC and Hyperloop Transportation Technologies, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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