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): June 24, 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 | 5.07 Submission of Matters to a Vote of Security Holders. |
On June 24, 2021, Forest Road Acquisition Corp. (the “Company” or “Forest Road”) held a special meeting of stockholders (the “Special Meeting”) in connection with its previously announced business combination (the “Business Combination”) with The Beachbody Company Group, LLC, a Delaware limited liability company (“Beachbody”), and Myx Fitness Holdings, LLC, a Delaware limited liability company (“Myx”), pursuant to that certain Agreement and Plan of Merger, dated as of February 9, 2021 (the “Merger Agreement”).
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the proxy statement/prospectus filed by the Company with the Securities and Exchange Commission (“SEC”) on May 28, 2021 (the “Proxy Statement”). At the Special Meeting, there were 21,949,544 shares voted by proxy or in person, and each of the proposals was approved by the stockholders.
The final voting results for each matter submitted to a vote of the stockholders at the Special Meeting are as follows:
Proposal No. 1 — The Business Combination Proposal — To adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement.
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,821,567 | 121,021 | 6,956 | ||||||||
| Proposal No. 2 — The Organizational Document Proposal — To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the second amended and restated certificate of incorporation (the “Proposed Charter”) of the combined entity (the “Combined Company”) and the proposed amended and restated bylaws of the Combined Company to be in effect following the Business Combination, each of which, if approved, would take effect upon the closing of the Business Combination (the “Closing”). |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,795,701 | 132,780 | 21,063 | ||||||||
| Proposal No. 3 — The Advisory Charter Proposals — To approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as 6 sub-proposals. |
| • | Proposal No. 3(A) — To reclassify the Combined Company’s capital stock and to increase the total number of authorized shares and classes of stock to 2,000,000,000 shares, consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 1,600,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class X Common Stock, par value $0.0001 per shares, and (iv) 100,000,000 shares of Class C Common Stock, par value $0.0001 per share. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 20,936,401 | 915,176 | 97,967 | ||||||||
| • | Proposal No. 3(B) — To provide that holders of shares of the Combined Company’s Class A Common Stock will be entitled to cast one vote per share of the Combined Company’s Class A Common Stock and holders of shares of the Combined Company’s Class X Common Stock will be entitled to cast 10 votes per share of the Combined Company’s X Class Common Stock on each matter properly submitted to the Combined Company’s stockholders entitled to vote, until the earlier of (a) the date Carl Daikeler is no longer providing services to the Combined Company as a senior executive officer or director of the Combined Company or (b) the date on which the holders of Class X Common Stock as of the date of the Closing have sold 75% of their shares (other than pursuant to a permitted transfer (as defined in the Proposed Charter)), as opposed to each share of Forest Road Class A Common Stock and Forest Road Class B Common Stock being entitled to one vote per share on each matter properly submitted to Forest Road’s stockholders entitled to vote. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,038,289 | 722,361 | 188,894 | ||||||||
| • | Proposal No. 3(C) — To provide that each member of the board of directors of the Combined Company will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to Forest Road having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,879,818 | 34,618 | 35,108 | ||||||||
| • | Proposal No. 3(D) — To provide that any action required or permitted to be taken by the stockholders of the Combined Company may not be taken by written consent, other than with respect to holders of preferred stock, who are permitted to take actions by written consent. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,381,634 | 468,486 | 99,424 | ||||||||
| • | Proposal No. 3(E) — To provide that if the Delaware Court of Chancery lacks subject matter jurisdiction over a claim brought against or on behalf of the Combined Company or any of its directors, officers, employees or stockholders, then the sole and exclusive forum for such action shall be another state or federal court located within the state of Delaware, unless the Court of Chancery (or such other state or federal court located within the state of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein, and to provide further that any cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), that is asserted against the Combined Company shall be brought in the federal district courts of the United States unless the Combined Company consents in writing to an alternate forum, and to provide further that failure to enforce the forum selection clause of the Proposed Charter would cause the Combined Company irreparable harm and entitle the Combined Company to equitable relief to enforce the forum selection clause; provided that, notwithstanding the foregoing, the Proposed Charter will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,733,184 | 146,024 | 70,336 | ||||||||
| • | Proposal No. 3(F) — To provide that the bylaws of the Combined Company may be amended, altered, rescinded or repealed or adopted either (x) by the Combined Company’s board of directors or (y) the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of the Combined Company. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,478,190 | 422,767 | 48,587 | ||||||||
| Proposal No. 4 — The NYSE Proposal — To approve, assuming the Business Combination Proposal and the Organizational Document Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of more than 20% of Forest Road’s issued and outstanding common stock in connection with subscription agreements entered into in connection with the Business Combination that, in each case, may result in any seller or any other investor acquiring shares pursuant to such subscription agreements owning more than 20% of Forest Road’s outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under NYSE rules. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,749,359 | 140,059 | 60,126 | ||||||||
| Proposal No. 5 — The Incentive Plan Proposal — To approve and adopt, assuming the Business Combination Proposal, the Organizational Document Proposal and the NYSE Proposal are approved and adopted, The Beachbody Company, Inc. 2021 Incentive Award Plan. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,256,465 | 631,255 | 61,824 | ||||||||
| Proposal No. 6 — The ESPP Proposal — To approve and adopt, assuming the Business Combination Proposal, the Organizational Document Proposal and the NYSE Proposal are approved and adopted, The Beachbody Company, Inc. Employee Stock Purchase Plan. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,690,128 | 212,517 | 46,899 | ||||||||
| Proposal No. 7 — The Director Election Proposal — To elect six directors, effective upon the Closing, to serve terms on our board of directors until the annual meeting of stockholders held in the year following the year of their election, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. |
| FOR | AGAINST | ABSTENTIONS | ||||||||
| 21,718,582 | 193,025 | 37,937 | ||||||||
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.
A total of 8,383,485 shares of common stock were presented for redemption in connection with the Special Meeting. There will be approximately $216.2 million remaining in the trust account following redemptions.
In light of receipt of the requisite approvals by the Company’s stockholders described above, the parties are proceeding to complete the Business Combination, which the Company expects to be completed on June 25, 2021 upon the satisfaction of the conditions to the consummation of the Business Combination.
| Item | 8.01 Other Events. |
On June 24, 2021, the Company, Beachbody and Myx issued a press release announcing that the company’s stockholders had approved the Business Combination Proposal at the Special Meeting. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination among the Company, Beachbody and Myx including statements regarding the anticipated timing of the Business Combination. 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 document, including but not limited to: (i) the effect of the Business Combination on the business relationships operating results, and business generally of Beachbody and Myx, (ii) risks that the proposed Business Combination disrupts current plans and operations of Beachbody or Myx, (iii) the outcome of any legal proceedings that may be instituted against Beachbody, Myx or against the Company related to the Merger Agreement or the proposed Business Combination, (iv) the ability to maintain the listing of the Combined Company’s securities on a national securities exchange, (viii) 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, (v) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities, and (vi) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination. 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 and other documents filed and to be filed by the Company from time to time with the U.S. Securities and Exchange Commission (“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 communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company filed the Registration Statement containing a definitive proxy statement/prospectus, which the SEC declared effective on May 27, 2021. The Company’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus and documents incorporated by reference in the Registration Statement, as these materials contain important information about the Company, Beachbody, and Myx and the Business Combination.
| 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 June 24, 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: June 24, 2021
| FOREST ROAD ACQUISITION CORP. | |||
| By: | /s/ Keith L. Horn | ||
| Name: | Keith L. Horn | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Forest Road Acquisition Corp. Stockholders Approve Proposed Merger with The Beachbody Company and Myx Fitness, Creating the Leading Subscription Health and Wellness Company for the Mass Market
New York, NY, and Santa Monica, Calif. (June 24, 2021) – Forest Road Acquisition Corp. (NYSE: FRX) (“Forest Road”) today announced that its stockholders have voted to approve the proposed three-way business combination (the “Business Combination”) with The Beachbody Company Group, LLC (“Beachbody”) and Myx Fitness Holdings, LLC (“Myx”) at its special meeting of stockholders (the “Special Meeting”) held today, June 24, 2021. The Business Combination is expected to close on June 25, 2021.
Holders of approximately 58.5% of Forest Road’s issued and outstanding shares cast votes at the Special Meeting. Approximately 99.5% of the votes cast at the Special Meeting voted to approve the Business Combination.
As previously announced, the combined company will be named “The Beachbody Company, Inc.” and its common stock and warrants are expected to start trading on the New York Stock Exchange (“NYSE”) under the new ticker symbols “BODY” and “BODY WS,” respectively, on June 28, 2021.
“We are thrilled with the overwhelming support from our stockholders. Today’s vote marks an important milestone in Beachbody’s mission to help more people achieve their goals and lead healthy and fulfilling lives. We look forward to supporting Beachbody as it furthers this mission as a public company, introducing many more people to its proven, at-home fitness and nutrition solutions,” said Keith Horn, Chief Executive Officer of Forest Road.
A Current Report on Form 8-K disclosing the full voting results will be filed by Forest Road with the Securities and Exchange Commission.
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, 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 Business Combination among Beachbody, Myx and Forest Road, including statements regarding the anticipated timing of the Business Combination. 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 Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Forest Road’s securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the Business Combination on Beachbody’s or Myx’s business relationships, operating results, and business generally, (v) risks that the Business Combination disrupts current plans and operations of Beachbody or Myx, (vi) the outcome of any legal proceedings that may be instituted against Beachbody, Myx or against Forest Road related to the merger agreement or the Business Combination, (vii) the ability to maintain the listing of the combined company’s securities on a national securities exchange, (viii) 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, (ix) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities, and (x) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination. 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 Forest Road 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, Myx and Forest Road 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 Forest Road gives any assurance that Beachbody, Myx or Forest Road, or the combined company, will achieve its expectations.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, Forest Road filed the Registration Statement containing a definitive proxy statement/prospectus, which the SEC declared effective on May 27, 2021. Forest Road’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus and documents incorporated by reference in the Registration Statement, as these materials contain important information about Forest Road, Beachbody, and Myx and the Business Combination. The definitive proxy statement/prospectus and other relevant materials for the Business Combination have been be mailed to stockholders of Forest Road as of the record date established for voting on the Business Combination, which is May 6, 2021. Stockholders of Forest Road can also obtain copies of the definitive proxy statement/prospectus, the Registration Statement and other documents filed with the SEC that are incorporated by reference therein, without 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.
Participants in the Solicitation
Forest Road and its directors, executive officers and advisors may be deemed participants in the solicitation of proxies from Forest Road’s stockholders with respect to the Business Combination. A list of the names of those directors, executive officers and advisors and a description of their interests in Forest Road is contained in the Registration Statement. The Registration Statement can be obtained free of charge from the sources indicated above.
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 Forest Road 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 definitive proxy statement/prospectus for the Business Combination.
Contact:
ICR
BODYPR@icrinc.com