BODYW Beachbody Company Inc (PK)

As filed with the Securities and Exchange Commission on June 10, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE BEACHBODY COMPANY, INC.

(Exact name of registrant as specified in its charter)

400 Continental Blvd, Suite 400

El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

The Beachbody Company, Inc. 2021 Incentive Award Plan

The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Carl Daikeler

Chief Executive Officer

The Beachbody Company, Inc.

400 Continental Blvd, Suite 400

El Segundo, CA 90245

(Name and address for agent for service)

(310) 883-9000

(Telephone number, including area code, of agent for service)

Copies to:

Steven B. Stokdyk, Esq.

Brent T. Epstein, Esq.

Latham & Watkins LLP

10250 Constellation Blvd, Suite 1100

Los Angeles, California 90067

(213) 485-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission by The Beachbody Company, Inc., a Delaware corporation (the “Registrant”), for the purpose of registering (i) 335,295 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that were automatically added on January 1, 2024 to the number of shares authorized for issuance under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder, (ii) 67,059 shares of Class A Common Stock that were automatically added on January 1, 2024 to the number of shares authorized for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP” and, together with the 2021 Plan, the “Plans”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder, (iii) 350,000 shares of Class A Common Stock that became authorized for issuance under the 2021 Plan pursuant to an amendment to the 2021 Plan, which was approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders held on June 4, 2024, and (iv) 415,491 shares of Class A Common Stock that would have been issued upon the vesting of restricted stock unit awards granted under the 2021 Plan, but that were cancelled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms.

The additional shares of Class A Common Stock registered hereby pursuant to the 2021 Plan, as amended, and the 2021 ESPP, as applicable, are of the same class as other securities relating to the Plans for which Registration Statements on Form S-8 (Nos. 333-259100 and 333-272686) are effective (the “Prior Registration Statements”).

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following are the exhibits required by Item 601 of Regulation S-K:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on June 10, 2024.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Carl Daikeler and Marc Suidan, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

		10250 Constellation Blvd., Suite 1100
		Los Angeles, California 90067
		Tel: +1.424.653.5500 Fax: +1.424.653.5501
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
		Brussels		Orange County
		Century City		Paris
June 10, 2024		Chicago		Riyadh
		Dubai		San Diego
		Düsseldorf		San Francisco
		Frankfurt		Seoul
		Hamburg		Silicon Valley
		Hong Kong		Singapore
		Houston		Tel Aviv
		London		Tokyo
The Beachbody Company, Inc.		Los Angeles		Washington, D.C.
400 Continental Blvd., Suite 400		Madrid
El Segundo, California 90245

Re: The Beachbody Company, Inc. – Registration Statement on Form S-8

To the addressees set forth above:

We have acted as special counsel to The Beachbody Company, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company or an aggregate 1,167,845 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Shares”), of which (i) up to 1,100,786 Shares are issuable under The Beachbody Company, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and (ii) up to 67,059 Shares are issuance under The Beachbody Company, Inc. Employee Stock Purchase Plan (together with the 2021 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the

June 10, 2024

Page 2

Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 11, 2024 relating to the financial statements of The Beachbody Company, Inc., appearing in the Annual Report on Form 10-K of The Beachbody Company, Inc. for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

Los Angeles, California

June 10, 2024

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of the common stock of The Beachbody Company, Inc. of our report dated March 16, 2023 (except for the effects of the reverse stock split discussed in Note 1 and Note 15, as to which the date is January 24, 2024), with respect to the consolidated financial statements of The Beachbody Company, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

Los Angeles, California

June 10, 2024

Exhibit 107

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form Type)

THE BEACHBODY COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

Table I: Newly Registered Securities