The Beachbody Co Inc-A美股招股说明书(2026-08-07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 their permitted transferees, of (a) an aggregate of 4,866,405 shares of Class 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 Class A Common Stock, every 50 warrants exercisable for one share of Class A Common Stockat an exercise price of $575.00 per share (the “private placement warrants”) and (ii) the issuance by us of up to 306,667 shares ofClass A 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 Current Report on Form 8-K, filed with the Securities andExchange Commission (“SEC”) on August 6, 2026 (the “Information”). Accordingly, we have attached the Information to thisprospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the informationin the Prospectus 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 August 5, 2026,the closing sale price per share of our Class A Common Stock was $10.94. 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 August 6, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2026 The Beachbody Company, Inc. (Exact name of Registrant as Specified in Its Charter) 001-39735(Commission File Number) Delaware(State or Other Jurisdictionof Incorporation) 400 Continental BlvdFloor 6El Segundo, California(Address of Principal Executive Offices) 90245(Zip Code) 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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following 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 Section 12(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 this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement Amendment On August 3, 2026, The Beachbody Company, Inc. (the “Company”) entered into an Amendment No. 2 to Credit Agreement (the“Amended Credit Agreement”) among the Company, as the Administrative Borrower (as defined therein), the other Borrowers (asdefined therein) party thereto, the lenders party thereto, and Tiger Finance, LLC, as administrative agent and collateral agent. TheAmended Credit Agreement amends the Company’s prior Credit Agreement dated as of May 13, 2025 (as amended by that certainAmendment No. 1 to Credit Agreement, dated as of January 7, 2026, the “Prior Credit Agreement”). Pursuant to the terms of the Amended Credit Agreement, the financial covenants in the Prior Credit Agreem