As filed with the Securities and Exchange Commission on August 15, 2025
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)
| Delaware | 83-3222090 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ | |||
| 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 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) 347,391 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that were automatically added on January 1, 2025 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) 69,478 shares of Class A Common Stock that were automatically added on January 1, 2025 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, and (iii) 132,580 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, 333-272686 and 333-280084) 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
| ITEM 8. | EXHIBITS |
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 August 15, 2025.
| The Beachbody Company, Inc. | ||
| By: |
/s/ Carl Daikeler | |
| Name: Carl Daikeler | ||
| Title: Chief Executive officer and Director | ||
Each person whose signature appears below constitutes and appoints each of Carl Daikeler and Brad Ramberg, 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.
| Signature |
Title |
Date | ||
| /s/ Carl Daikeler |
Chief Executive Officer and Director | August 15, 2025 | ||
| Carl Daikeler | (Principal Executive Officer) | |||
| /s/ Brad Ramberg Brad Ramberg |
Interim Chief Financial Officer (Interim Principal Financial Officer and Interim Principal Accounting Officer) | August 15, 2025 | ||
| /s/ Mark Goldston |
Executive Chairman | August 15, 2025 | ||
| Mark Goldston | ||||
| /s/ Mary Conlin |
Director | August 15, 2025 | ||
| Mary Conlin | ||||
| /s/ Kristin Frank |
Director | August 15, 2025 | ||
| Kristin Frank | ||||
| /s/ Michael Heller |
Director | August 15, 2025 | ||
| Michael Heller | ||||
| /s/ Ann Lundy |
Director | August 15, 2025 | ||
| Ann Lundy | ||||
| /s/ Kevin Mayer |
Director | August 15, 2025 | ||
| Kevin Mayer | ||||
| /s/ John Salter |
Director | August 15, 2025 | ||
| John Salter | ||||
| /s/ Ben Van de Bunt |
Director | August 15, 2025 | ||
| Ben Van de Bunt | ||||