beachbody co inc-a美股招股说明书(2025-11-10版)

543,590 SHARES OF Class A Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 13, 2024(the “Prospectus”), related to the resale from time to time, by the selling shareholders identified in the Prospectus under the caption“Selling Shareholders,” of up to 543,590 shares of our Class A common stock, $0.0001 par value per share (the “Class A CommonStock”), of The Beachbody Company, Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), they may acquire upon theexercise of outstanding warrants, which we refer to as the “Common Warrants,” with the information contained in our QuarterlyReport on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 10, 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 complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, 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 November 7,2025, the closing sale price per share of our Class A Common Stock was $5.00. Investing in our securities involves risks that are described in the “Risk Factors” section beginning onpage 11 of the Prospectus. Neither the SEC nor any state securities commission has approved ordisapproved of the securities to be issued under the Prospectus or determined if the Prospectus or thisprospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 10, 2025. ☒QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended September 30, 2025 or TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 The Beachbody Company, Inc.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction ofincorporation or organization) 85-3222090(I.R.S. EmployerIdentification No.) (310) 883-9000Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: 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 Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch 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 to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ There were 4,359,034 shares of the registrant’s Class A Common Stock, par value $0.0001 per share, and 2,729,003 shares of the registrant’s ClassX Common Stock, par value $0.0001 per share, outstanding as of November 3, 2025. Table of Contents Part I.Financial Information3Item 1.Financial Statements3Condensed Consolidated Balance Sheets3Unaudited Condensed Consolidated Statements of Operations4Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)5Unaudited Condensed Consolidated Statements of Stockholders’ Equity6Unaudited Condensed Consolidated Statements of Cash Flows7Notes to Unaudited Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk43Item 4.Controls and Procedures44Part II.Other Information44Item 1.Legal Proceedings44Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45Item 3.Defaults Upon Senior Securities45Item 4.Mine Safety Disclosures45Item 5.Other Information45Item 6.Exhibits46Signatures47 The Beachbody Company, Inc.CondensedConsolidated Balance Sheets(in thousands, except share and per share data) The Beachbody Company,