United States securities and exchange commission logo
May 13, 2021
Keith L. Horn
Chief Executive Officer
Forest Road Acquisition Corp.
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Re: Forest Road
Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed May 10, 2021
File No. 333-253136
Correspondence
filed May 12, 2021
Dear Mr. Horn:
We have reviewed your amended registration statement and the
correspondence filed on
May 12, 2021 and have the following comments. In some of our comments,
we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
11, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
Exhibits
1. We note that you have
filed a short-form tax opinion as Exhibit 8.1, which refers to the
disclosure in the
prospectus for the opinion. Revise your disclosure in the section entitled
"Certain United States
Federal Income Tax Considerations of the Redemption" to also
include a discussion of
the material federal income tax consequences of the merger. In this
regard, we note the
Merger Agreement provides that the merger is intended to constitute a
reorganization
within the meaning of Section 368(a) of the Internal Revenue Code,
suggesting that the
transaction will be tax-free for U.S. holders. Refer to Item 4(a)(6) of
Form S-4 and Section
III.A. of Staff Legal Bulletin No. 19. Lastly, please remove
Keith L. Horn
Forest Road Acquisition Corp.
May 13, 2021
Page 2
language in the disclosure and opinion stating that this section covers
"certain" tax
consequences or that this is a "discussion" or "summary." Refer to Staff
Legal Bulletin
No. 19 Sections III.C.1. and III.C.2.
Correspondence filed May 12, 2021
Summary of Forest Road Financial Analysis, page 123
2. We note your proposed revised disclosure in response to our prior comment
2. Please
quantify, to the extent possible and where applicable, the assumptions
made in performing
the financial analysis. For example, if the company measures the the
ability of the Target
Companies to continue to retain and attract coaches, trainers and
influencers with metrics
such as change in number of coaches, trainers and influencers, disclose
such metrics and
quantify the change relied upon. Please disclose the same, as applicable,
for the ability of
Beachbody to successfully integrate Myx into its operations and the
ability of the Target
Companies to attract and retain subscribers.
3. We note your proposed revised disclosure in response to comment 3,
however, it does not
appear that you have disclosed whether or not the projections are in line
with historical
operating trends or growth rates and, if not, explain why the change in
trends is
appropriate. Please advise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Beachbody
Components of our Operating Results and Results of Operations
Contribution, page 221
4. We are still reviewing your response to comment 4 and may have additional
comments.
You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
FirstName LastNameKeith L. Horn
Division of
Corporation Finance
Comapany NameForest Road Acquisition Corp.
Office of Trade &
Services
May 13, 2021 Page 2
cc: Joshua Englard, Esq.
FirstName LastName