United States securities and exchange commission logo





                           May 24, 2021

       Keith L. Horn
       Chief Executive Officer
       Forest Road Acquisition Corp.
       1177 Avenue of the Americas, 5th Floor
       New York, NY 10036

                                                        Re: Forest Road
Acquisition Corp.
                                                            Amendment No. 4 to
Registration Statement on Form S-4
                                                            Filed May 19, 2021
                                                            File No. 333-253136

       Dear Mr. Horn:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 4 to Registration Statement on Form S-4

       Consolidated Statement of Operations, page F-69

   1.                                                   We read your May 19,
2021 response to comment 4 from our May 13, 2021 comment
                                                        letter. You report
technology and development expense as a component of operating
                                                        expenses that is
separate from your cost of revenue. On page F-81, you state that the
                                                        amounts classified as
technology and development expenses represent    personnel-related
                                                        expenses for employees
and professional fees paid to consultants who create
                                                        improvements to and
maintain [y]our enterprise systems applications, hardware and
                                                        software. Expenses also
include payroll and related costs for employees involved in the
                                                        research and
development of new and existing products and services, enterprise
                                                        technology hosting
expenses, depreciation of enterprise technology-related assets, and
                                                        equipment leases.
Given that it appears that these costs may be associated with your
 Keith L. Horn
Forest Road Acquisition Corp.
May 24, 2021
Page 2
      revenue-generating operations, please address each of the following:
          Tell us how you have defined    enterprise systems applications,
hardware and
          software    and identify the activities within your business that
these systems
          applications, hardware and software support.
          You indicate that technology and development includes research and
development
          costs. You disclose on page F-81 that you incurred research and
development
          expenses of $4.6 million, $4.6 million and $4.8 million in 2020, 2019
and 2018.
          Provide us with a breakdown of the nature of the other costs
classified as technology
          and development and tell us how these costs were used in your
business for each
          period presented in the filing.
          You disclose on page F-87 that you allocated depreciation expense of
$21 million,
          $21 million and $25 million to technology and development for 2020,
2019 and 2018,
          respectively. Tell us how you determined that these amounts
represented technology
          and development costs, rather than cost of revenue.
2.    Your disclosure on page 199 states that you    built [your] digital
platforms to engage with
      [y]our customers and deliver differentiated experiences    and that you
 have also built a
      social commerce platform that organically increases [y]our customers,
inspires
      participants to achieve their goals and generates cash flow that can be
used to accelerate
      [y]our digital and international businesses.    Please tell us the
amounts of costs associated
      with the development and maintenance of your platforms that you have
classified as cost
      of revenue for each period presented in the filing.
       You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                            Sincerely,
FirstName LastNameKeith L. Horn
                                                            Division of
Corporation Finance
Comapany NameForest Road Acquisition Corp.
                                                            Office of Trade &
Services
May 24, 2021 Page 2
cc:       Joshua Englard, Esq.
FirstName LastName