What changed in this filing

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Item 5. Other Information

2021-08-12 compared with 2021-05-17 · 85 added, 29 removed, 7 unchanged (94% of the section changed)

Other Information.

The following exhibits are

filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Agreement and Plan of Merger, dated as of February 9, 2021, by and among the Company, Beachbody Merger Sub, Myx Merger Sub, Beachbody and Myx.

The following table sets forth our financial results for the quarters indicated:

(in thousands)

Three Months Ended

September 30,

Nutrition and other

Total revenue (1)

Cost of revenue:

Nutrition and other

Total cost of revenue

Operating expenses:

Selling and marketing

Enterprise technology and development

General and administrative

Restructuring gain

Total operating expenses

Operating income (loss)

Change in fair value of warrant liabilities

Interest expense

Other income, net

Income (loss) before income taxes

Income tax benefit (provision)

Net income (loss)

Adjusted for:

Depreciation and amortization

Amortization of capitalized cloud computing implementation costs

Amortization of content assets

Interest expense

Income tax provision (benefit)

Equity-based compensation

Transaction costs

Restructuring gain

Other adjustment items

Non-operating

Adjusted EBITDA

Myx revenue (1)

Pro forma consolidated revenue (2)

Includes Myx revenue for the period from June 26, 2021 to June 30, 2021 of $88.

Reflects combined revenue as if Myx had been fully consolidated in the results presented above.

Incorporated by Reference

Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, Inc., Myx Merger Sub, LLC, The Beachbody Company Group, LLC, And Myx Fitness Holdings, LLC.

(incorporated by reference to Exhibit 2.1 to Forest Road Acquisition Corp.’s Current Report on Form 8-K filed February 9, 2021).

Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.

Amended and Restated Bylaws of The Beachbody Company, Inc.

Specimen Class A Common Stock Certificate of The Beachbody Company, Inc.

Warrant Agreement, dated November 24, 2020, by and between Forest Road Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent.

Form of Subscription Agreement.

Sponsor Agreement, dated as of February 9, 2021, by and among the Company, Forest Road Acquisition Sponsor LLC and Beachbody.

Member Support Agreement, dated as of February 9, 2021, by and among the Company, Beachbody, and certain equityholders of Beachbody set forth therein.

Myx Support Agreement, dated as of February 9, 2021, by and among the Company, Myx, Beachbody, and certain equityholders of Myx set forth therein.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Sponsor Agreement, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., Forest Road Acquisition Sponsor LLC and The Beachbody Company Group, LLC.

Amended and Restated Registration Rights Agreement, by and among The Beachbody Company, Inc., Forest Road Acquisition Sponsor LLC, The Beachbody Company Group, LLC, Kevin Mayer and certain stockholders of The Beachbody Company, Inc.

Employment Agreement between The Beachbody Company, Inc.

and Susan Collyns.

Offer of Employment Letter, dated January 20, 2017, by and between The Beachbody Company Group, LLC and Robert Gifford (incorporated by reference to Exhibit 10.10 to Amendment No.

5 to the S-4).

Consent and Seventh Amendment to Credit Agreement, dated as of June 23, 2021, by and among Beachbody, LLC, The Beachbody Company Group, LLC, certain subsidiaries of Beachbody, LLC party thereto, the lenders party hereto, and Bank of America, N.A., as administrative agent and letter of credit issuer.

Form of Indemnification Agreement.

The Beachbody Company, Inc.

2021 Incentive Award Plan.

The Beachbody Company, Inc.

2021 Employee Stock Purchase Plan.

Form of Stock Option Agreement pursuant to The Beachbody Company, Inc.

2021 Incentive Award Plan.

Form of RSU Agreement pursuant to The Beachbody Company, Inc.

2021 Incentive Award Plan.

Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.11 to Amendment No.

5 to the S-4).

The Beachbody Company, Inc.

Amended and Restated 2020 Equity Compensation Plan.

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension

Schema Document

XBRL Taxonomy Extension

Definition Linkbase Document

XBRL Taxonomy Extension

Labels Linkbase Document

XBRL Taxonomy Extension

Presentation Linkbase Document

Filed herewith.

Furnished herewith.

Incorporated by reference to the Company’s Form 8-K/A, filed with the SEC on February 16, 2021.

In accordance with the requirements

of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FOREST ROAD ACQUISITION CORP.

Chief Executive Officer and Secretary

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS).

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

August 12, 2021

/s/ Carl Daikeler

Carl Daikeler

Chief Executive Officer

(Principal Executive Officer)

/s/ Salil Mehta

Chief Financial Officer

(Principal Financial and Accounting Officer)

August 12, 2021

/s/ Sue Collyns

President and Chief Financial Officer

(Principal Financial Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information