UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): February 16, 2023
The Beachbody Company, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware | 001-39735 | 85-3222090 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
400 Continental Blvd, Suite 400 El Segundo, California | 90245 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(310) 883-9000
Registrant’s Telephone Number, Including Area Code
Not Applicable
(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 registrant under 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:
Title of each class | Trading | Name of each exchange on which registered | ||
Class A Common Stock, par value $0.0001 per share | BODY | The New York Stock Exchange | ||
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | BODY WS | The New York Stock Exchange |
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).
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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On June 24, 2021, The Beachbody Company, Inc. (the “Company”), then operating under the name Forest Road Acquisition Corp., held a special meeting of stockholders (the “2021 Special Meeting”) to approve certain matters relating to its proposed business combination (the “Business Combination”) with The Beachbody Company Group, LLC, Myx Fitness Holdings, LLC and the other parties to that certain Agreement and Plan of Merger, dated as of February 9, 2021 (the “Merger Agreement”). One of these matters was a proposal to approve and adopt the Company’s second amended and restated certificate of incorporation to be in effect following the consummation of the Business Combination (the “New Certificate of Incorporation”) which would, among other things, increase the total number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), from 300,000,000 shares to 1,600,000,000 shares (the “Share Increase Amendment”). The Share Increase Amendment was approved by a majority of the shares of Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), voting together as a single class, that were outstanding as of the record date for the 2021 Special Meeting. After the 2021 Special Meeting, the Business Combination was consummated, the New Certificate of Incorporation became effective, and the Company changed its name to The Beachbody Company, Inc.
A recent decision of the Court of Chancery has created uncertainty as to whether Section 242(b)(2) of the General Corporation Law of the State of Delaware (the “DGCL”) would have required the New Certificate of Incorporation giving effect to the Share Increase Amendment to be approved by a separate vote of the majority of the Company’s then-outstanding shares of Class A Common Stock, in addition to a majority of the shares of Class A Common Stock and Class B Common Stock voting together.
The Company continues to believe that a separate vote of Class A Common Stock was not required to approve the New Certificate of Incorporation. However, in light of the recent Court of Chancery decision, on February 16, 2023 the Company filed a petition (the “Petition”) in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the New Certificate of Incorporation giving effect to the Share Increase Amendment, and all shares of the Company’s capital stock issued, and all other corporate actions and transactions taken or effected in reliance on the validity and effectiveness of the New Certificate of Incorporation. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts and stock after considering a variety of factors. A copy of the Company’s Petition filed in the Section 205 proceeding is attached as an exhibit to this Form 8-K.
If the Company is not successful in the Section 205 proceeding, the uncertainty with respect to the Company’s capitalization resulting from the Court of Chancery’s ruling referenced above could have a material adverse impact on the Company, including on the Company’s ability to complete equity financing transactions or issue stock-based compensation to its employees, directors and officers until the underlying issues are definitively resolved. This uncertainty could impair the Company’s ability to execute its business plan, attract and retain employees, management and directors and adversely affect its commercial relationships.
On February 17, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been set for March 14, 2023 at 2:15 p.m. Eastern Time at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801.
This Form 8-K constitutes notice of the hearing. If any stockholder of the Company wishes to express a position on the Petition, such stockholders of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re The Beachbody Company, Inc., C.A. No. 2023-0204-LWW in advance of the hearing, and any such written submission should be emailed to the Company’s counsel, Kevin Gallagher, Richards, Layton & Finger, P.A., at gallagher@rlf.com.
Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “shall,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from these forward-looking statements.
In particular, no assurances can be made regarding the outcome or the timing of the Section 205 proceeding. If the Company is unsuccessful in the Section 205 proceeding, the uncertainty with respect to the Company’s capitalization could limit its ability to complete equity financing transactions or issue stock-based compensation to its employees, directors and officers until the underlying issues are definitively resolved. As described above, this uncertainty could have a material adverse effect on the Company.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
99.1 | Verified Petition for Relief Pursuant to 8 Del. C. § 205 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The Beachbody Company, Inc. | ||||||
Date: February 17, 2023 | By: | /s/ Blake T. Bilstad | ||||
Name: | Blake T. Bilstad | |||||
Title: | Chief Legal Officer and Corporate Secretary |