Item 1.01. Entry into a Material Definitive Agreement.
On July 2, 2021, the Board of Directors (the “Board”) of The Beachbody Company, Inc. (the “Company”) approved a form of indemnification agreement, and it is expected that each of the Company’s directors and executive officers will enter into such indemnification agreement. The form of indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from service to the Company or, at the Company’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.
The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreement, the form of which is included as Exhibit 10.1 and is incorporated herein by reference.
Item 4.01. Changes in Registrant’s Certifying Accountant.
On July 2, 2021, the audit committee of the Board approved the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, subject to satisfactory completion of their client acceptance procedures. EY served as The Beachbody Company Group, LLC’s (“Old Beachbody”) independent registered public accounting firm prior to Old Beachbody’s previously announced business combination (the “Business Combination”) with Forest Road Acquisition Corp. (“Forest Road”). Accordingly, also on July 2, 2021, the Company dismissed WithumSmith+Brown, PC (“Withum”), who served as Forest Road’s independent registered public accounting firm prior to the Business Combination, as the Company’s independent registered public accounting firm.
The report of Withum, dated May 3, 2021, on Forest Road’s balance sheet as of December 31, 2020 and the related statements of operations, for the period from September 24, 2020 (inception) through December 31, 2020 and the related notes (collectively referred to as the “Forest Road financial statements”) did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles other than the restatement of the Company’s financial statements for the period ended December 31, 2020..
During the period from September 24, 2020 (inception) through December 31, 2020, and the subsequent interim period through June 25, 2021, there were no (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to their satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report, or (ii) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
During the period from September 24, 2020 (inception) through December 31, 2020, and the subsequent interim period through June 25, 2021, neither Forest Road nor anyone on its behalf consulted EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Forest Road’s financial statements, and neither a written report nor oral advice was provided to Forest Road that EY concluded was an important factor considered by Forest Road in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.
The Company has provided Withum with a copy of the above disclosures, and Withum has furnished the Company with a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Withum’s letter, dated July 8, 2021, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
