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): May 19, 2021
Forest Road Acquisition Corp.
(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.) |
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 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 ☒
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 7.01 |
Regulation FD Disclosure. |
On February 9, 2021, Forest Road Acquisition Corp., a Delaware corporation (the “Company” or “Forest Road”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with respect to a proposed business combination (the “Business Combination”) among the Company, The Beachbody Company Group, LLC, a Delaware limited liability company (“Beachbody”), and Myx Fitness Holdings, LLC, a Delaware limited liability company (“Myx”).
Attached as Exhibit 99.1 hereto is a press release issued by Beachbody on May 19, 2021 announcing Beachbody’s launch of a new live interactive content subscription offering in September 2021.
The information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing
Item 8.01 Other Events.
Attached as Exhibit 99.2 hereto and incorporated by reference herein is a press release issued by the Company and Beachbody on May 19, 2021 announcing the combined financial results of Beachbody and Myx during the three-month period ended March 31, 2021.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company filed a preliminary proxy statement/prospectus on February 16, 2021, as amended, and intends to file a definitive proxy statement/prospectus with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about the Company, Beachbody, and Myx and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Stockholders of the Company will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Forest Road Acquisition Corp., 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, Attention: Keith L. Horn.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement on Form S-1, which was filed by the Company with the SEC on November 27, 2020 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Forest Road Acquisition Corp., 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, Attention: Keith L. Horn. Additional information regarding the interests of such participants is contained in the preliminary proxy statement/prospectus for the Business Combination.
Beachbody, Myx and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the preliminary proxy statement/prospectus for the proposed Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between Beachbody and the Company, including statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination n, future financial condition and performance of Beachbody and expected financial impacts of the Business Combination (including future revenue, pro forma equity value and cash balance), the satisfaction of closing conditions to the Business Combination, the PIPE transaction, the level of redemptions of the Company’s public stockholders and the products and markets and expected future performance and market opportunities of Beachbody. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities, (ii) the risk that the Business Combination may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders of the Company, the satisfaction of the minimum trust account amount following any redemptions by the Company’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed Business Combination, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the Business Combination on Beachbody’s business relationships, operating results, and business generally, (viii) risks that the proposed Business Combination disrupts current plans and operations of Beachbody, (ix) the outcome of any legal proceedings that may be instituted against Beachbody or against the Company related to the Merger Agreement or the proposed Business Combination, (x) the ability to maintain the listing of the Company’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Beachbody and Myx operate, variations in operating performance across competitors, changes in laws and regulations affecting the business of Beachbody and Myx and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive residential real estate industry, and (ix) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 and other documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Beachbody and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of Beachbody, Myx or the Company gives any assurance that Beachbody, Myx or the Company, or the combined company, will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
|
Exhibit
|
Description of Exhibits |
|
| 99.1 | Press Release of Beachbody, dated May 19, 2021 | |
| 99.2 | Press Release of Q1 Business Update, dated May 19, 2021 | |
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: May 19, 2021
| FOREST ROAD ACQUISITION CORP. | ||
| By: |
/s/ Keith L. Horn |
|
| Name: Keith L. Horn | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
The Beachbody Company Announces BODi: A New Interactive Premium Tier for
Beachbody on Demand; Underpinned by Partnership with Feed.fm
BODi combines the immersive, personalized experience of in-person classes
with the convenience of at-home workouts
Partnership with Feed.fm provides access to deep music library of popular artists, enabling curation and delivery of engaging musical content
Santa Monica, Calif. – May 19, 2021 – The Beachbody Company Group, LLC (“Beachbody”), a leader in subscription health and wellness, today announced that it will launch a new live interactive content subscription offering in September 2021. BOD Interactive (BODi – pronounced “body”) demonstrates the investment Beachbody has made in world-class trainers and cutting-edge technology to bring the experience and energy of a group fitness experience into the home.
“BODi’s approach to fitness streaming will transform members’ living rooms into a high energy, group fitness class,” said Carl Daikeler, Co-founder, Chairman and CEO of Beachbody. “What we believe distinguishes BODi from any other streaming fitness offering is the fact that BODi’s technology-enabled experience will allow subscribers and Beachbody trainers to have direct access to one another. This offering will further elevate live and connected at-home workout content with stunning production value. When combined with the ability to personalize music while remaining on beat with the instructor, BODi will provide an at-home fitness experience beyond anything in the market today.”
Using Beachbody’s renowned approach to engaging content, and supported by innovative technology and a strategic partnership with Feed.fm, BODi will enhance the at-home experience with personalization and live interaction between members and trainers, including:
| • |
Through “BODcast,” members can opt-in to appear as part of the curated onscreen “cast” of the workout, with their image projected on the LED wall on stage during select classes. |
| • |
BODi trainers will provide specific technique corrections to the BODcast, benefitting thousands of live viewers with specific form corrections and real-time motivation during every workout. |
| • |
Leveraging Feed.fm capabilities, users can follow the trainer’s curated soundtrack for the workout, or choose from multiple genres so they can work out to music of their choosing while staying on beat with the rest of the class. |
BODi subscribers will have access to a broad offering of daily live and on-demand classes that feature an incredible line up of its most well-known trainers, offering:
| • |
Live and on-demand “virtual group” fitness classes including indoor cycling, cardio, HIIT, strength training, Pilates, barre, and yoga. |
| • |
Access to popular trainers such as Shaun T, Autumn Calabrese, Jericho McMatthews, Joel Freeman, Megan Davies, Idalis Velazquez, Amoila Cesar, and others. |
| • |
New indoor cycling and functional training classes from former Senior Peloton Instructor Jennifer Jacobs, taught in English and French. |
| • |
At launch, users of the MYX indoor cycle will have the ability to stream any BODi workout on the MYX touchscreen tablet, while using Myx’s patented heart-rate training technology for motivation and to maximize results. |
The BODi tier will be priced at an additional $19.95 per month on top of the current BOD membership.
The announcement of BODi follows Beachbody’s plans to go public via a three-way merger with Forest Road Acquisition Corp. (NYSE: FRX), a publicly traded special purpose acquisition company, and Myx Fitness Holdings, LLC (“Myx”), an at-home connected fitness platform featuring a stationary cycle plus accessories. Upon closing of the business combination transaction, the combined company will be renamed “The Beachbody Company” and will be the parent of three premium content and technology-driven businesses: Beachbody on Demand (“BOD”), Openfit and Myx. Following the business combination, the company will continue to strengthen its at-home fitness offerings, which include Myx updates such as the BODi integration and Openfit content being offered to existing and new connected fitness customers.
The transaction is expected to close in the second quarter of 2021 and the combined company will be listed on the NYSE under a new ticker symbol, “BODY.”
About The Beachbody Company Group, LLC
Headquartered in Santa Monica, Beachbody is a worldwide leader in health and fitness, with a 22-year track record of creating innovative content and powerful brands. With 2.6 million paid digital fitness subscribers across two platforms, a nationwide peer-support system of over 400,000 influencers and coaches as of December 2020, plus a premium portfolio of branded nutrition products, Beachbody is a leading holistic health and wellness company with over $1 billion in revenue projected in 2021. Beachbody, the parent company to the Beachbody On Demand platform and the fast-growing DTC platform Openfit, recently entered into a pending three-way merger agreement with Forest Road Acquisition Corp. (“FRX”), a publicly traded special purpose acquisition company, and Myx, an at-home connected fitness platform, that will make it a public company. For more information, please visit TheBeachbodyCompany.com.
About Myx Fitness Holdings, LLC
Myx delivers a revolutionary and personalized solution for its members to make connected fitness part of their daily lives. The brand’s cornerstone products, The MYX and The MYX Plus, offer professional-quality equipment at an affordable price, hundreds of on-demand classes, combined with expert coaching on a digital platform, designed to improve endurance, strength, mobility and flexibility. Using science-backed methods, Myx utilizes proprietary heart rate technology and cross-training, brought to life through positive coaching, to deliver lasting results. Myx is available starting at $1,299 with delivery nationwide in approximately one to three weeks depending on location and scheduling availability.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Beachbody, Myx and FRX, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, future financial condition and performance of The Beachbody Company and expected financial impacts of the transaction (including future revenue, pro forma equity value and cash balance), the satisfaction of closing conditions to the transaction and the concurrent PIPE transaction, the level of redemptions by FRX’s public stockholders and the products and markets and expected future performance and market opportunities of The Beachbody Company. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of FRX’s securities, (ii) the risk that the transaction may not be completed by FRX’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by FRX, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the merger agreement by the stockholders of FRX, the satisfaction of the minimum trust account amount following any redemptions by FRX’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on Beachbody’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Beachbody, (ix) the outcome of any legal proceedings that may be instituted against Beachbody or against FRX related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing of FRX’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Beachbody and Myx operate, variations in operating performance across competitors, changes in laws and regulations affecting the business of Beachbody and Myx and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive residential real estate industry, and (ix) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 discussed below and other documents filed by FRX from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Beachbody and FRX assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of Beachbody, Myx or FRX gives any assurance that Beachbody, Myx or FRX, or the combined company, will achieve its expectations.
Important Information and Where to Find It
This press release relates to a proposed transaction among Beachbody, FRX, and Myx. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. FRX has filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of FRX, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all FRX shareholders. FRX also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of FRX are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will
be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by FRX through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
FRX and its directors and executive officers may be deemed to be participants in the solicitation of proxies from FRX’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Contact:
ICR
BODYPR@icrinc.com
###
Exhibit 99.2
FOR IMMEDIATE RELEASE
Forest Road Acquisition Corp. and The Beachbody Company Announce Combined First
Quarter 2021 Financial Results for Beachbody and Myx
Strong First Quarter Revenue Growth, Record Engagement Levels
Poised to Accelerate Growth Upon Completion of Proposed Three-Way Merger
Santa Monica, Calif. – May 19, 2021 – Forest Road Acquisition Corp. (NYSE: FRX) (“FRX” or “Forest Road”) and The Beachbody Company Group, LLC (“Beachbody”) today announced combined financial results for Beachbody and Myx Fitness Holdings, LLC (“Myx”) for the first quarter 2021. Results reflect continued strong revenue momentum and record levels of customer engagement and retention at Beachbody and Myx.
“The results for Beachbody and Myx this quarter reflect the continued strong customer response to our dynamic and compelling content and holistic fitness and nutrition offerings. This performance demonstrates the relentless commitment to innovation in digital fitness and nutrition that we have honed for the past 22 years.” said Carl Daikeler, Beachbody’s Co-founder, Chairman and Chief Executive Officer. “We have built a truly differentiated subscription health and wellness company, predominantly funded by the cash flow from the business historically. Upon the completion of the merger with Forest Road and Myx, we are poised to accelerate growth as we invest the proceeds of the transaction to further unlock value from our unrivaled fitness content library, our large and growing community of subscribers, and synergies through the combination with Myx. Today, we have 3.2 million total digital and nutritional subscriptions, a deep content library and a 22-year track record of growth. As we embark on this next chapter, I have never been more excited about the future of our company and the opportunity for us to bring our differentiated health and wellness offering to millions of people worldwide.”
First Quarter 2021 Combined1 Revenue Highlights
Combined results for Beachbody and Myx for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020 were as follows:
| • |
Total revenue was $243.3 million, a 43% increase |
| • |
Nutritional and other revenue was $131.1 million, a 23% increase |
| • |
Digital revenue was $97.5 million, a 56% increase |
| • |
Connected fitness revenue was $14.7 million, an increase of more than 20 times |
| 1 |
Combined information below presents the pro forma combined revenue as if Myx had been combined with Beachbody as of January 1, 2021.The unaudited pro forma financial information is presented for informational purposes only. Actual results are presented below under “Key Operational and Business Metrics.” |
First Quarter 2021 Key Performance Indicator (KPI) Highlights
For the three months ended March 31, 2021 as compared to the three months ended March 31, 2020, key metrics were as follows:
| • |
3.2 million total subscriptions at Beachbody, a 39% increase and a record high for total subscriptions |
| • |
95.8% month over month digital retention at Beachbody, a record quarter result and a 100-basis point increase |
| • |
56.9 million total streams, a record for first quarter streams result and a 71% increase |
| • |
35.1% DAU/MAU2 for Beachbody, an increase of 510 basis points, reflecting the highest digital engagement in Beachbody’s history |
| • |
11.3 thousand connected fitness equipment bikes sold by Myx versus 1.1 thousand bikes sold in the first quarter of 2020 |
Strategic Updates
| • |
Beachbody continues to capitalize on innovative distribution opportunities, including its recently announced relationship with Fitness International, providing LA Fitness, Esporta Fitness and City Sports members the ability to add Openfit subscriptions to their existing gym membership |
| • |
Beachbody is elevating its live and on-demand digital fitness experience through an agreement with Feed.fm’s B2B music licensing subscription service. As part of its recently announced interactive premium tier for Beachbody on Demand, users will be able to follow the trainer’s curated soundtrack for the workout, or choose from multiple genres so they can work out to music of their choosing while staying on beat with the rest of the class |
| • |
Beachbody’s most recent launch, Let’s Get Up! reached one million streamed views in one month, second only to #MBF, which reached one million streamed views in 25 days in the third quarter of 2020 |
Three-Way Merger with Forest Road and Myx
Beachbody expects the three-way merger among Beachbody, Forest Road and Myx to close in the second quarter of 2021. The combined company will be named The Beachbody Company and will be listed on the NYSE under a new ticker symbol, “BODY”.
| 2 |
Daily Active Users to Monthly Active Users (DAU/MAU). Beachbody uses the ratio of daily active users to monthly active users to understand how frequently digital customers are utilizing its service in a given month. Beachbody defines a daily active user as a unique user streaming content on its platform in a given day. Beachbodydefines monthly active user in this ratio as a unique user streaming content on its platform in that same month. |
Key Operational and Business Metrics
|
Beachbody |
||||||||||||
| As of March 31, | ||||||||||||
| 2021 | 2020 | Change | ||||||||||
|
Digital Subscriptions (in millions) |
2.7 | 1.9 | 42 | % | ||||||||
|
Nutritional Subscriptions (in millions) |
0.4 | 0.4 | — | |||||||||
|
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|
|
|
|
|
|||||||
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Total Subscriptions |
3.2 | 2.3 | 39 | % | ||||||||
| Three Months Ended March 31, | ||||||||||||
| 2021 | 2020 | |||||||||||
|
Average Digital Retention |
95.8 | % | 94.8 | % | 100bps | |||||||
|
Total Streams (in millions) |
56.0 | 33.2 | 69 | % | ||||||||
|
DAU/MAU |
35.1 | % | 30.0 | % | 510bps | |||||||
|
Digital Revenue |
$ | 95.2 | $ | 62.5 | 52 | % | ||||||
|
Nutritional & Other Revenue |
$ | 131.1 | $ | 106.8 | 23 | % | ||||||
|
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|
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|
|||||||
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Revenue (millions) |
$ | 226.2 | $ | 169.3 | 34 | % | ||||||
|
Myx Fitness |
||||||||||||
| As of March 31, | ||||||||||||
| 2021 | 2020 | Change | ||||||||||
|
Connected Fitness Units Sold (in thousands) |
11.3 | 1.1 | 927 | % | ||||||||
|
Digital Subscriptions (in thousands) |
32.6 | 1.2 | 2617 | % | ||||||||
| Three Months Ended March 31, | ||||||||||||
| 2021 | 2020 | |||||||||||
|
Average Digital Retention |
98.1 | % | 92.2 | % | 590bps | |||||||
|
Total Streams (in millions) |
0.9 | 0.0 | NM | |||||||||
|
DAU/MAU |
28.6 | % | 23.4 | % | 520bps | |||||||
|
Connected Fitness Revenue |
$ | 14.7 | $ | 0.6 | 2350 | % | ||||||
|
Digital Revenue |
$ | 2.3 | $ | 0.0 | NM | |||||||
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|
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|||||||
|
Revenue (millions) |
$ | 17.0 | $ | 0.6 | 2733 | % | ||||||
About The Beachbody Company Group, LLC
Headquartered in Santa Monica, Beachbody is a worldwide leader in health and fitness, with a 22-year track record of creating innovative content and powerful brands. With 2.7 million paid digital fitness subscribers across two platforms, a nationwide peer-support system of over 400,000 influencers and coaches as of March 31, 2021, plus a premium portfolio of branded nutrition products, Beachbody is a leading holistic health and wellness company with over $1 billion in revenue projected in 2021. Beachbody, the parent company to the Beachbody On Demand platform and the fast-growing DTC
platform Openfit, recently entered into a pending three-way merger agreement with Forest Road Acquisition Corp. (“FRX”), a publicly traded special purpose acquisition company, and Myx, an at-home connected fitness platform, that will make it a public company. For more information, please visit TheBeachbodyCompany.com.
About Myx Fitness Holdings, LLC
Myx delivers a revolutionary and personalized solution for its members to make connected fitness part of their daily lives. The brand’s cornerstone products, The MYX and The MYX Plus, offer professional-quality equipment at an affordable price, hundreds of on-demand classes, combined with expert coaching on a digital platform, designed to improve endurance, strength, mobility and flexibility. Using science-backed methods, Myx utilizes proprietary heart rate technology and cross-training, brought to life through positive coaching, to deliver lasting results. Myx is available starting at $1,299 with delivery nationwide in approximately one to three weeks depending on location and scheduling availability.
About Forest Road Acquisition Corp.
Forest Road Acquisition Corp., a blank check company 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, raised $300 million in November 2020 and its securities are listed on the NYSE under the tickers “FRX,” “FRX.U” and “FRX WS.” The Forest Road team includes three former Disney senior executives — Tom Staggs, director and Chairperson of the Strategic Advisory Committee, Kevin Mayer, strategic advisor and Salil Mehta, Chief Financial Officer — and is strengthened by the strategic connectivity and deal-making expertise of directors, officers and strategic advisors like Shaquille O’Neal, Peter Schlessel, Keith Horn, Sheila Stamps, Teresa Miles Walsh and Martin Luther King III. For more information, please visit https://www.spacroadone.com/.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Beachbody, Myx and FRX, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, future financial condition and performance of The Beachbody Company and expected financial impacts of the transaction (including future revenue, pro forma equity value and cash balance), the satisfaction of closing conditions to the transaction and the concurrent PIPE transaction, the level of redemptions by FRX’s public stockholders and the products and markets and expected future performance and market opportunities of The Beachbody Company. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of FRX’s securities, (ii) the risk that the transaction may not be completed by FRX’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by FRX, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the merger agreement by the stockholders of FRX, the satisfaction of the minimum trust account amount following any redemptions by FRX’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on Beachbody’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Beachbody, (ix) the outcome of any legal proceedings that may be instituted against Beachbody or against FRX related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing of FRX’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Beachbody and Myx operate, variations in operating performance across competitors, changes in laws and regulations affecting the business of Beachbody and Myx and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive residential real estate industry, and (ix) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 discussed below and other documents filed by FRX from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Beachbody and FRX assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of Beachbody, Myx or FRX gives any assurance that Beachbody, Myx or FRX, or the combined company, will achieve its expectations.
Important Information and Where to Find It
This press release relates to a proposed transaction among Beachbody, FRX, and Myx. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. FRX has filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of FRX, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all FRX shareholders. FRX also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of FRX are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by FRX through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
FRX and its directors and executive officers may be deemed to be participants in the solicitation of proxies from FRX’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Contact:
Investor Relations
For Beachbody: ICR - Beachbody@icrinc.com
For Forest Road: ir@forestroadco.com
Media
For Beachbody: ICR - BeachbodyPR@icrinc.com
For Forest Road: media@forestroadco.com