The Beachbody Co Inc-A美股招股说明书(2025-03-28版)

4,866,405 SHARES OF COMMON STOCK5,333,333 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK306,667 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus supplement is being filed to update and supplement the information contained in the prospectusdated May 22, 2024 (the “Prospectus”), related to (i) the offer and sale, from time to time, by the sellingstockholders identified in the Prospectus, or their permitted transferees, of (a) an aggregate of 4,866,405 shares ofClass A common stock, par value $0.0001 per share (“Class A Common Stock”), of The Beachbody Company,Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), and (b) 5,333,333 warrants to purchase ClassA Common Stock, every 50 warrants exercisable for one share of Class A Common Stock at an exercise price of$575.00 per share (the “private placement warrants”) and (ii) the issuance by us of up to 306,667 shares of ClassA Common Stock upon the exercise of outstanding public warrants (the “public warrants”) and private placementwarrants (collectively, the “warrants”), with the information contained in our Annual Report on Form 10-K, forthe fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March28, 2025 (the “Information”). Accordingly, we have attached the Information to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not completewithout, and may not be delivered or utilized except in combination with, the Prospectus, including anyamendments or supplements thereto. This prospectus supplement should be read in conjunction with theProspectus and if there is any inconsistency between the information in the Prospectus and this prospectussupplement, you should rely on the information in this prospectus supplement. Our shares of Class A Common Stock are listed on The New York Stock Exchange under the symbol “BODI.”On March 27, 2025, the closing sale price per share of our Class A Common Stock was $8.00. Investing in our securities involves risks that are described in the “Risk Factors” sectionbeginning on page 11 of the Prospectus. Neither the SEC nor any state securitiescommission has approved or disapproved of the securities to be issued under theProspectus or determined if the Prospectus or this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March 28, 2025. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. YES☐NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YES☐NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☐The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing pricereported on the New York Stock Exchange for June 30, 2024, was $28,556,692.There were 4,258,179 shares of registrant’s Class A Common Stock, par value $0.0001 per share,