Filing Overview
Forest Road Acquisition Corp. filed this Form 8-K on January 13, 2021, under Item 8.01 to announce the separate trading of its units, Class A common stock, and warrants. The filing predates the company’s business combination with Beachbody; it does not report Beachbody operating results.
Business Context and Reporting Period
On November 30, 2020, Forest Road completed its initial public offering of 30,000,000 units at $10.00 per unit, including 3,900,000 units issued upon partial exercise of the underwriters’ over-allotment option. Each unit consisted of one share of Class A common stock and one-third of a redeemable warrant.
Financial and Capital Markets Information
- Gross IPO proceeds: $300.0 million.
- Each whole warrant entitles its holder to purchase one share of Class A common stock at $11.50 per share.
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, or operating results.
Material Change
Beginning January 15, 2021, holders could elect to separate the units into Class A common stock and warrants. Unseparated units continued trading on the NYSE under FRX.U; separated common stock and warrants traded under FRX and FRX WS, respectively.
No fractional warrants would be issued upon separation, and only whole warrants would trade. Holders were required to instruct their brokers to contact Continental Stock Transfer & Trust Company, the transfer agent, to complete the separation.
Outlook, Risks, and Unusual Items
The filing contains no business guidance, management outlook, operating risk discussion, contingencies, or financial forecasts. The principal unusual item is the separation of the publicly traded units into their component securities.
Investor Verification Items
- Confirm the separation eligibility date of January 15, 2021 and the applicable NYSE symbols.
- Verify the warrant exercise price of $11.50 per share and the one-third-warrant composition of each original unit.
- Confirm the IPO size of 30,000,000 units and reported gross proceeds of $300.0 million.
- Review subsequent filings for the proposed business combination, transaction terms, dilution, redemption provisions, and use of IPO proceeds.
- Note that this filing does not provide Beachbody operating or financial information.