8-K
Beachbody Company, Inc. (BODI)
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): January13, 2021
Forest Road Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39735 | 85-3222090 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (917) 310-3722
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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | FRX.U | The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share | FRX | The New York Stock Exchange |
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | FRX 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 þ
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.
Separate Trading of Units, Class A Common Stock andWarrants
As previously reported, on November 30, 2020, Forest Road Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering of 30,000,000 units (the “Units”), which included 3,900,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.
On January 13, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Class A Common Stock and the Warrants comprising the Units commencing on January 15, 2021. Those Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “FRX.U,” and the Class A Common Stock and Warrants that are separated will trade on the NYSE under the symbols “FRX” and “FRX WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release, dated January 13, 2021. |
1
SIGNATURE
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 hereunto duly authorized.
Dated: January 13, 2021
| FOREST ROAD ACQUISITION CORP. | ||
|---|---|---|
| By: | /s/ Keith L. Horn | |
| Name: | Keith L. Horn | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Forest Road AcquisitionCorp. Announces Separate Trading of its Class A Common Stock andWarrants, Commencing January 15, 2021
New York, NY, January 13, 2020 (BUSINESSWIRE) – Forest Road Acquisition Corp. (NYSE: FRX.U) (the “Company”) announced today that, commencing January 15, 2021, holders of the 30,000,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and warrants included in the units. The shares of Class A common stock and warrants that are separated will trade on the New York Stock Exchange (“NYSE”) under the symbols “FRX” and “FRX WS”, respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on NYSE under the symbol “FRX.U.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on November 24, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the units and the underlying securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The initial public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained by contacting Cantor Fitzgerald & Co., Attention Capital Markets, 499 Park Avenue, New York, NY 10022, or by e-mail at [email protected].
The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any industry, it currently intends to concentrate its search for a target business operating in the technology, media and telecommunications space.
The Company is led by Keith L. Horn, Chief Executive Officer and Director, Tom Staggs, Chairperson of the Strategic Advisory Committee and Director, Kevin Mayer, Strategic Advisor, Zachary Tarica, Chairperson of the Board of Directors and Chief Investment Officer, Salil Mehta, Chief Financial Officer, and Idan Shani, Chief Operating Officer. The team also includes strategic advisors Mark Burg and Shaquille O’Neal, as well as independent directors Martin Luther King III, Peter Schlessel, Sheila A. Stamps and Teresa Miles Walsh.
The Forest Road Company, LLC, the managing member of the Company’s sponsor, is a specialty finance platform across media, real estate, and renewable energy tax credit lending as well as film tax credit administration and tax credit brokerage.
FORWARD-LOOKINGSTATEMENTS
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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