The Beachbody Co Inc-A美股招股说明书(2025-08-20版)

4,866,405 SHARES OF COMMON STOCK5,333,333 WARRANTS TO PURCHASE SHARES OF COMMON STOCK306,667 SHARES COMMON STOCK UNDERLYING WARRANTS This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May22, 2024 (the “Prospectus”),related to (i)the offer and sale, from time to time, by the selling stockholders identified in the Prospectus, or their permitted transferees, of (a)anaggregate of 4,866,405 shares of ClassA common stock, par value $0.0001 per share (“ClassA Common Stock”), of The Beachbody Company, Inc., aDelaware corporation (“we,” “us,” “our” and similar terms), and (b) 5,333,333 warrants to purchase ClassA Common Stock, every 50 warrantsexercisable for one share of ClassA Common Stock at an exercise price of $575.00 per share (the “private placement warrants”) and (ii)the issuance byus 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 Current Report on Form8-K,filed with the Securities and ExchangeCommission (“SEC”) on August 20, 2025 (the “Information”), other than the information included in Item 7.01 and Exhibit 99.1, which was furnishedand not filed with the SEC. Accordingly, we have attached the Information to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read inconjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you shouldrely on the information in this prospectus supplement. Our shares of ClassA Common Stock are listed on The New York Stock Exchange under the symbol “BODI.” On August19, 2025, the closing saleprice per share of our ClassA Common Stock was $5.32. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of theProspectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to beissued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 The Beachbody Company, Inc.(Exact name of Registrant as Specified in Its Charter) 001-39735(CommissionFile Number) 85-3222090(IRS EmployerIdentification No.) 400 Continental BlvdSuite 400El Segundo, California(Address of Principal Executive Offices) Registrant’s Telephone Number, Including Area Code: (310) 883-9000 N/A(Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of thischapter) or Rule12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter). Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August20, 2025, The Beachbody Company, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided notice tothe New York Stock Exchange (the “NYSE”) that it intends to voluntarily withdraw the listing of its ClassA common stock, par value $0.0001 per share(the “common stock”) from the NYSE and transfer the listing of its common stock to the Nasdaq Capital Market (the “Nasdaq”). The Nasdaq hasapproved such listing. The Company expects the listing and trading of its common stock on the NYSE to cease at the close of trading on September2,2025. The Company expects the common stock to begin trading on the Nasdaq on September3