Beachbody Company, Inc. Files S-1 Registration Statement

TL;DR

<b>Beachbody Company, Inc. has filed an S-1 registration statement, detailing its corporate history and share structure.</b>

AI Summary

Beachbody Company, Inc. (BODYW) filed a IPO Registration (S-1) with the SEC on January 24, 2024. The filing is an S-1 registration statement for Beachbody Company, Inc. The company was formerly known as Forest Road Acquisition Corp. and changed its name on October 1, 2020. The filing mentions 75,000 Forest Road Earn-out Shares. Old Beachbody had 20,220,589 Class A Common Stock units and 10,068,841 preferred units outstanding prior to the Business Combination. Old Beachbody also had 42,042,850 Class X Common Stock units outstanding prior to the Business Combination.

Why It Matters

For investors and stakeholders tracking Beachbody Company, Inc., this filing contains several important signals. This S-1 filing provides a historical overview of Beachbody's corporate structure and significant transactions, including its name change and the issuance of earn-out shares. The document outlines the conversion of Old Beachbody equity units into the current company's stock, offering insight into the capitalization structure post-business combination.

Risk Assessment

Risk Level: low — Beachbody Company, Inc. shows low risk based on this filing. The filing is a routine S-1 registration statement, indicating standard corporate disclosure rather than immediate financial distress or significant new developments.

Analyst Insight

Investors should review the S-1 for detailed information on Beachbody's capitalization and historical transactions to understand its corporate structure.

Key Numbers

• 75,000 — Forest Road Earn-out Shares (Mentioned in the filing)
• 20,220,589 — Old Beachbody Class A Common Stock units (Outstanding prior to Business Combination)
• 10,068,841 — Old Beachbody Preferred units (Outstanding prior to Business Combination)
• 42,042,850 — Old Beachbody Class X Common Stock units (Outstanding prior to Business Combination)

Key Players & Entities

• Beachbody Company, Inc. (company) — Filer name
• Forest Road Acquisition Corp. (company) — Former company name
• 75,000 (dollar_amount) — Number of Forest Road Earn-out Shares
• 20,220,589 (dollar_amount) — Class A Common Stock units of Old Beachbody
• 10,068,841 (dollar_amount) — Preferred units of Old Beachbody
• 42,042,850 (dollar_amount) — Class X Common Stock units of Old Beachbody
• 20201001 (date) — Date of name change

Forward-Looking Statements

• The registration of 75,000 Forest Road Earn-out Shares could lead to increased trading volume. (Beachbody Company, Inc.) — medium confidence, target: Q2 2024
• The detailed breakdown of share conversions will provide clearer insight into the company's fully diluted share count. (Beachbody Company, Inc.) — high confidence, target: Ongoing

FAQ

Industry Context

The filing is an S-1 registration statement, a standard document for companies going public or making significant changes to their public offering.

Regulatory Implications

The S-1 form is a registration statement filed with the SEC under the Securities Act of 1933, used for new securities offerings.

What Investors Should Do

1. Review the S-1 for detailed information on Beachbody's historical transactions and share structure.
2. Note the former company name and the details of the business combination.
3. Understand the number of earn-out shares and outstanding units mentioned in the filing.

Year-Over-Year Comparison

This is an S-1 filing, which is a registration statement and does not represent a change from a previous filing type. It provides foundational information about the company's structure.

Key Financial Figures

• $0.0001 — 590 shares of our Class A common stock, $0.0001 par value per share (the "Class A Commo
• $11.24 — mmon Warrants have an exercise price of $11.24 per share, and are exercisable at any t
• $6.1 million — ive aggregate proceeds of approximately $6.1 million. See "Use of Proceeds" beginning on pag
• $8.65 — ur Class A Common Stock on the NYSE was $8.65 per share. An investment in our secur
• $11 — A Common Stock at an exercise price of $11.24, originally issued in connection wit
• $9.75 — cement"). The public offering price was $9.75 for each share of Class A Common Stock
• $9.7499 — each share of Class A Common Stock and $9.7499 for each Pre-funded Warrant. The Common
• $5.3 million — enses payable by us, were approximately $5.3 million. On January 10, 2024, the holder of the
• $50.0 million — original aggregate principal amount of $50.0 million (the "Term Loan"). The Consent and Am
• $19.0 million — ust the minimum liquidity levels to (A) $19.0 million at all times from January 9, 2024 throu
• $24.0 million — 9, 2024 through March 31, 2024, and (B) $24.0 million at all times thereafter through the mat
• $1.0 m — oan in an aggregate principal amount of $1.0 million, together with accrued interest t
• $30,000 — d a related prepayment premium equal to $30,000. Risk Factors Summary of Risk Facto

Filing Documents

• d632690ds1.htm (S-1) — 3984KB
• d632690dex31.htm (EX-3.1) — 93KB
• d632690dex51.htm (EX-5.1) — 12KB
• d632690dex211.htm (EX-21.1) — 3KB
• d632690dex231.htm (EX-23.1) — 1KB
• d632690dexfilingfees.htm (EX-FILING FEES) — 19KB
• g632690g0119120652478.jpg (GRAPHIC) — 2KB
• g632690g0119120652737.jpg (GRAPHIC) — 2KB
• g632690g05b74.jpg (GRAPHIC) — 33KB
• g632690g08n08.jpg (GRAPHIC) — 76KB
• 0001193125-24-014320.txt (&nbsp;) — 17005KB
• body-20230930.xsd (EX-101.SCH) — 114KB
• body-20230930_cal.xml (EX-101.CAL) — 114KB
• body-20230930_def.xml (EX-101.DEF) — 546KB
• body-20230930_lab.xml (EX-101.LAB) — 883KB
• body-20230930_pre.xml (EX-101.PRE) — 761KB
• d632690ds1_htm.xml (XML) — 3022KB

USE OF PROCEEDS

USE OF PROCEEDS 47

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 48 MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND INFORMATION 49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BEACHBODY

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BEACHBODY 60 MANAGEMENT 86

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 93 2023 DIRECTOR COMPENSATION 100 CEO PAY RATIO 102 PRINCIPAL SECURITYHOLDERS 103 SELLING SHAREHOLDERS 106 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 108

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 109 PLAN OF DISTRIBUTION 112 LEGAL MATTERS 115 EXPERTS 115 CHANGE IN AUDITOR 115 WHERE YOU CAN FIND MORE INFORMATION 116 INDEX TO FINANCIAL STATEMENTS F-1

: INFORMATION NOT REQUIRED IN PROSPECTUS

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS II-1

SIGNATURES

SIGNATURES II-9 POWER OF ATTORNEY II-9 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. i Table of Contents TRADEMARKS This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies. SELECTED DEFINITIONS Unless otherwise stated in this prospectus or the context otherwise requires, references to: "2021 Plan" are to the Beachbody Company, Inc. 2021 Incentive Award Plan; "2023 Employment Inducement Incentive Award Plan" are to the Beachbody Company, Inc. 2023 Employment Inducement Incentive Award Plan; "Beachbody" are to FRX after the Business Combination and its name change from Forest Road Acquisition Corp.; "Beachbody Options" are to options to purchase shares of our common stock; "Beachbody Restricted Stock" are to restricted shares of our common stock; "Beachbody RSUs" are to restricted stock units based on shares of our common stock; "Exchange Act" are to the Securities Exchange Act of 1934, as amended; "Business Combination" are to the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 9, 2021, by and among FRX, BB Merger Sub, LLC, a

Risk Factors

Risk Factors Summary of Risk Factors If we are unable to anticipate and satisfy consumer preferences and shifting views of health, fitness and nutrition, our business may be adversely affected. If we are unable to sustain pricing levels for our products and services, our business could be adversely affected. 6 Table of Contents Our success depends on our ability to maintain the value and reputation of our brands. The perception of the effects or value of our products may change over time, which could reduce customer demand. We may not successfully execute or achieve the expected benefits of our strategic alignment initiatives and other cost-saving measures we may take in the future, and our efforts may result in further actions and/or additional asset impairment charges and adversely affect our business. Our marketing strategy relies on the use of social media platforms and any negative publicity on such social media platforms may adversely affect the public perception of our brand, and changing terms or conditions or ways in which advertisers use their platforms may adversely affect our ability to engage with customers. We may be unable to attract and retain customers, which would materially and adversely affect our business, results of operations and financial condition. Our customers use their connected fitness products and fitness accessories to track and record their workouts. If our products fail to provide accurate metrics and data to our customers, our brand and reputation could be harmed and we may be unable to retain our customers. Our business relies on sales of a few key products. If there are any material delays or disruptions in our supply chain, or errors in forecasting of the demand for our products and services, our business may be adversely affected. The failure or inability of our contract manufacturers to comply with the specifications and requirements of our products could result in product recall, which could adverse

View Full Filing

View this S-1 filing on SEC EDGAR