The Beachbody Co Inc-A美股招股说明书(2026-05-12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 prospectus dated May 22, 2024(the “Prospectus”), related to (i) the offer and sale, from time to time, by the selling stockholders identified in the Prospectus, or theirpermitted transferees, of (a) an aggregate of 4,866,405 shares of Class A common stock, par value $0.0001 per share (“Class ACommon Stock”), of The Beachbody Company, Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), and (b)5,333,333 warrants to purchase Class A Common Stock, every 50 warrants exercisable for one share of Class A Common Stock atan 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 placement warrants(collectively, the “warrants”), with the information contained in our Quarterly Report on Form 10-Q, for the quarter ended March 31,2026, filed with the Securities and Exchange Commission (“SEC”) on May 12, 2026 (the “Information”). Accordingly, we haveattached 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 Nasdaq Stock Market LLC under the symbol “BODI.” On Mary 11, 2026,the closing sale price per share of our Class A Common Stock was $12.58. 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 May 12, 2026. ☒QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended March 31, 2026or TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission file number: 001-39735 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.) 400 Continental Blvd, Floor 6El Segundo, California(Address of principal executive offices) (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. Accelerated Filer☐Non-Accelerated Filer☒Smaller Reporting Company☒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 withany new or revised financial accounting standards provided pursuant to Section 13(a) 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 4,512,761 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 May 6, 2026. Table of Contents Part I.Financial InformationItem 1.Financial StatementsCondensed Consolidate