Beachbody Company, Inc. — SEC Filing Summary
Filing: Forest Road Acquisition Corp. Form 8-K, Item 8.01, dated June 17, 2021. The filing relates to the proposed business combination involving Forest Road, The Beachbody Company Group, LLC, and Myx Fitness Holdings, LLC. It supplements the proxy statement/prospectus and is not a Beachbody operating-results filing.
Business Context and Reporting Period
Forest Road voluntarily provided supplemental disclosures in response to stockholder letters alleging material omissions from the registration statement. Forest Road stated that it believed the original disclosures complied with applicable law and that the supplemental disclosure was intended to avoid litigation costs, distraction, and potential delays to the transaction.
The definitive proxy statement/prospectus was declared effective by the SEC on May 27, 2021. The record date for stockholders voting on the transaction was May 6, 2021.
Financial Metrics and Capitalization
- The filing does not provide current or historical revenue, profit, cash flow, margins, debt, liquidity, or operating-performance figures.
- Upon completion of the transaction, Forest Road could have up to 312,776,403 common shares outstanding, depending on public-stockholder redemptions. This figure excludes warrant exercises and equity awards under the 2021 Plan.
- The proposed amended and restated certificate of incorporation would authorize up to 2,000,000,000 common shares.
- Forest Road may issue additional common stock or convertible securities after closing to raise capital or complete acquisitions, and expects to issue shares to employees, directors, and service providers under the 2021 Plan. These issuances could dilute existing stockholders.
- Customary transaction-related fees are payable to Cantor Fitzgerald, Guggenheim Securities, Credit Suisse, The Raine Group, Greenhill, Robert W. Baird, and Bank of America, as applicable. The filing does not provide the fee amounts.
Material Changes Versus the Prior Comparable Period
No comparable-period financial information or operating changes are reported. The material update is the supplemental disclosure concerning transaction advisers, contingent fees, potential post-closing share issuance, and dilution.
Guidance, Outlook, Risks, and Unusual Items
- The transaction-related adviser fees are conditioned on successful completion of the Business Combination; no such fees will be payable if the transaction does not close.
- Forward-looking statements address the anticipated timing and benefits of the transaction, future Beachbody financial performance, revenue, pro forma equity value, cash balance, PIPE financing, redemptions, market opportunities, and closing conditions. The filing provides no definitive updated financial guidance.
- Key risks include failure to close on time or at all, failure to meet the business-combination deadline, insufficient trust-account funds after redemptions, failure to obtain stockholder or regulatory approvals, inability to complete the PIPE financing, termination of the Merger Agreement, litigation, exchange-listing risks, competitive and regulatory changes, execution risk, transaction costs, and failure to achieve projected benefits or pro forma results.
- The filing notes that no third-party valuation was obtained in determining whether to pursue the proposed transaction.
- The document is informational and does not constitute an offer to sell or solicitation to buy securities.
Important Facts for Investors to Verify
- Whether the Business Combination closed and whether all required stockholder, regulatory, financing, and minimum-cash conditions were satisfied.
- Actual public-stockholder redemption levels and the resulting post-closing share count.
- The final amount of PIPE financing and the cash balance available at closing.
- The actual fees paid to each adviser and underwriter.
- The final capitalization, including warrant exercises, equity awards, authorized shares, and potential dilution from future issuances.
- Beachbody’s underlying financial statements, operating metrics, debt, liquidity, and updated projections in the definitive proxy statement/prospectus and subsequent SEC filings.