RPIII Rainsanity LP Amends Beachbody Holdings Filing

TL;DR

RPIII Rainsanity LP (formerly Forest Road Acquisition Corp) updated its Beachbody stake filing on 3/4/24.

AI Summary

RPIII Rainsanity LP, through its group members including Raine Associates III Corp, has amended its Schedule 13D filing concerning The Beachbody Company, Inc. The filing, dated March 4, 2024, indicates a change in the reporting entity's holdings. RPIII Rainsanity LP was formerly known as Forest Road Acquisition Corp. until October 1, 2020.

Why It Matters

This amendment to a Schedule 13D filing signals a potential shift in significant ownership or control of The Beachbody Company, Inc., which could influence its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake changes by large investors, which can lead to increased volatility and strategic shifts for the company.

Key Numbers

• 20240304 — Filing Date (Date of the Schedule 13D/A amendment)
• 20201001 — Name Change Date (Date when Forest Road Acquisition Corp. changed its name)

Key Players & Entities

• RPIII Rainsanity LP (company) — Reporting entity
• The Beachbody Company, Inc. (company) — Subject company
• Raine Associates III Corp (company) — Group member of reporting entity
• Forest Road Acquisition Corp. (company) — Former name of reporting entity

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d800117dsc13da.htm (SC 13D/A) — 150KB
• d800117dex992.htm (EX-99.2) — 20KB
• d800117dex993.htm (EX-99.3) — 20KB
• 0001193125-24-057827.txt ( ) — 192KB

is hereby amended and supplemented with the following

Item 4 is hereby amended and supplemented with the following: Reverse Stock Split On November 21, 2023, the Company effected a 1-for-50 reverse stock split (the Reverse Stock Split ) of all issued and outstanding shares of the Companys common stock. As a result of the Reverse Stock Split, every 50 outstanding shares of Class A Common Stock before the Reverse Stock Split represents one share of Class A Common Stock after the Reverse Stock Split. Item5. Interest in Securities of the Issuer. (a) , (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Schedule 13D are incorporated herein by reference. The Reporting Persons aggregate percentage of beneficial ownership is approximately 18.4% of the outstanding shares of the Class A Common Stock. Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes 4,101,477 shares of Class A Common Stock outstanding, based on information included in the Issuers Registration Statement on Form S-1 filed on January 24, 2024. John S. Salter has received and may continue to receive customary grants of equity for his service as a director of the Issuer, payable in the form of stock options or restricted stock units. Mr. Salter has assigned all rights, title, and interest in a portion of such equity to Raine Group or its affiliates and are attributed to Raine Group and Raine Holdings, which amount includes 4,331 RSUs that have been granted to Mr. Salter and vested or will vest within 60 days. Reporting Person Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Percent of Class Raine Holdings LLC 0 753,719 0 753,719 18.4 % The Raine Group LLC 0 753,719 0 753,719 18.4 % Raine Management LLC 0 749,388 0 749,388 18.3 %

is hereby amended and supplemented with the following

Item 6 is hereby amended and supplemented with the following: Lock-Up Agreements In connection with the Issuers entrance into a securities purchase agreement dated as of December 10, 2023 (the Securities Purchase Agreement ), on December 10, 2023 each of Rainsanity and RPIII Co-Invest 1 entered into a lock-up agreement (the Lock-up Agreements ) with the Issuer which each of Rainsanity and RPIII Co-Invest 1, subject to certain exceptions, for a period of 90 days after the closing date of the transaction(s) contemplated by the Securities Purchase Agreement will not, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position, with respect to, any shares of Class A Common Stock or securities convertible, exchangeable or exercisable into, shares of Class A Common Stock beneficially owned, held or acquired by Rainsanity or RPIII Co-Invest 1, as applicable. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreements, a copy of which is filed as Exhibit 99.2 and 99.3 to this Amendment No. 2 and is incorporated by reference in its entirety into this Item 6. Item7. Materials to be Filed as Exhibits. Exhibit No. Description Exhibit 99.2 Lock-up Agreement by and between the Issuer and RPIII Rainsanity LP. Exhibit 99.3 Lock-up Agreement by and between the Issuer and RPIII Rainsanity Co-Invest 1 LLC. CUSIP No. 073463309 Schedule 13D Page 11 of 11

SIGNATURES

SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct. Dated: March 4, 2024 RPIII RAINSANITY LP By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact RPIII RAINSANITY CO-INVEST 1 LLC By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact RPIII CORP SPV MANAGEMENT LLC By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact RPIII CORP AGGREGATOR LP By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact RAINE ASSOCIATES III CORP (AIV 2) GP LP By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact RAINE MANAGEMENT LLC By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact THE RAINE GROUP LLC By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact RAINE HOLDINGS LLC By: /s/ Alfred J. Chianese Name: Alfred J. Chianese Title: Attorney-in-fact

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View this SC 13D/A filing on SEC EDGAR