10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39735

The Beachbody Company, Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-3222090
(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)

(310) 883-9000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	BODY	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50	BODY WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There were 176,234,868 shares of the registrant’s Class A Common Stock, par value $0.0001 per share, and 136,450,256 shares of the registrant’s Class X Common Stock, par value $0.0001 per share, outstanding as of August 2, 2023.

Table of Contents

Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations	4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
Part II.	Other Information	41
Item 1.	Legal Proceedings	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		45

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The Beachbody Company, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	June 30,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	58,686		$	80,091
Inventory, net		43,364			54,060
Prepaid expenses		8,549			13,055
Other current assets		48,619			39,248
Total current assets		159,218			186,454
Property and equipment, net		58,205			74,147
Content assets, net		29,193			34,888
Goodwill		125,166			125,166
Intangible assets, net		5,648			8,204
Right-of-use assets, net		4,033			5,030
Other assets		9,661			9,506
Total assets	$	391,124		$	443,395
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	13,301		$	17,940
Accrued expenses		49,116			64,430
Deferred revenue		107,378			95,587
Current portion of lease liabilities		2,095			2,150
Current portion of Term Loan		16,250			1,250
Other current liabilities		3,356			3,283
Total current liabilities		191,496			184,640
Term Loan		25,836			39,735
Long-term lease liabilities, net		2,249			3,318
Deferred tax liabilities		137			181
Other liabilities		4,229			3,979
Total liabilities		223,947			231,853
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares    authorized, none issued and outstanding at June 30, 2023    and December 31, 2022		—			—
Common stock, $0.0001 par value, 1,900,000,000 shares    authorized (1,600,000,000 Class A, 200,000,000 Class X and    100,000,000 Class C);
Class A: 176,157,734 and 170,911,819 shares issued and     outstanding at June 30, 2023 and December 31,     2022, respectively;		18			17
Class X: 136,450,256 and 141,250,310 shares issued and outstanding at     June 30, 2023 and December 31, 2022, respectively;		14			14
Class C: no shares issued and outstanding at    June 30, 2023 and December 31, 2022		—			—
Additional paid-in capital		641,649			630,709
Accumulated deficit		(474,171	)		(419,235	)
Accumulated other comprehensive income (loss)		(333	)		37
Total stockholders’ equity		167,177			211,542
Total liabilities and stockholders’ equity	$	391,124		$	443,395

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Revenue:
Digital	$	65,214		$	78,015		$	129,987		$	159,760
Nutrition and other		64,628			90,516			138,748			188,180
Connected fitness		5,106			10,605			11,114			30,118
Total revenue		134,948			179,136			279,849			378,058
Cost of revenue:
Digital		16,336			18,406			31,303			34,831
Nutrition and other		27,202			42,002			58,241			86,776
Connected fitness		8,666			31,459			16,221			76,165
Total cost of revenue		52,204			91,867			105,765			197,772
Gross profit		82,744			87,269			174,084			180,286
Operating expenses:
Selling and marketing		76,492			86,624			153,068			193,068
Enterprise technology and development		18,650			24,133			37,746			57,830
General and administrative		11,887			19,584			29,603			39,657
Restructuring		(107	)		1,332			5,280			8,555
Total operating expenses		106,922			131,673			225,697			299,110
Operating loss		(24,178	)		(44,404	)		(51,613	)		(118,824	)
Other income (expense):
Change in fair value of warrant liabilities		375			2,070			432			2,334
Interest expense		(2,368	)		(3	)		(4,699	)		(22	)
Other income, net		411			189			980			125
Loss before income taxes		(25,760	)		(42,148	)		(54,900	)		(116,387	)
Income tax (provision) benefit		12			281			(36	)		987
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.14	)	$	(0.18	)	$	(0.38	)
Weighted-average common shares outstanding, basic and diluted		314,312			307,205			311,740			306,786

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Other comprehensive income (loss):
Change in fair value of derivative financial instruments, net of tax		(242	)		35			(389	)		(150	)
Reclassification of (losses) gains on derivative financial instruments   included in net loss		61			74			(26	)		143
Foreign currency translation adjustment		35			(51	)		45			(47	)
Total other comprehensive income (loss)		(146	)		58			(370	)		(54	)
Total comprehensive loss	$	(25,894	)	$	(41,809	)	$	(55,306	)	$	(115,454	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares			Amount			Capital			Deficit			Income (Loss)			Equity
Balances at December 31, 2021		309,584		$	31		$	610,418		$	(225,043	)	$	(21	)	$	385,385
Net loss		—			—			—			(73,533	)		—			(73,533	)
Other comprehensive loss		—			—			—			—			(112	)		(112	)
Equity-based compensation		—			—			4,564			—			—			4,564
Options exercised, net of tax withholdings		1,132			—			1,923			—			—			1,923
Balances at March 31, 2022		310,716		$	31		$	616,905		$	(298,576	)	$	(133	)	$	318,227
Net loss		—			—			—			(41,867	)		—			(41,867	)
Other comprehensive income		—			—			—			—			58			58
Equity-based compensation		210			—			3,001			—			—			3,001
Options exercised, net of tax withholdings		588			—			737			—			—			737
Balances at June 30, 2022		311,514		$	31		$	620,643		$	(340,443	)	$	(75	)	$	280,156
													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares			Amount			Capital			Deficit			Income (Loss)			Equity
Balances at December 31, 2022		312,162		$	31		$	630,709		$	(419,235	)	$	37		$	211,542
Net loss		—			—			—			(29,188	)		—			(29,188	)
Other comprehensive loss		—			—			—			—			(224	)		(224	)
Equity-based compensation		9,736			1			9,554			—			—			9,555
Shares withheld for tax withholdings on vesting of restricted stock		(3,644	)		—			(2,128	)		—			—			(2,128	)
Balances at March 31, 2023		318,254		$	32		$	638,135		$	(448,423	)	$	(187	)	$	189,557
Net loss		—			—			—			(25,748	)		—			(25,748	)
Other comprehensive loss		—			—			—			—			(146	)		(146	)
Equity-based compensation		1,377			1			3,160			—			—			3,161
Forfeiture of shares per the Forfeiture Agreement		(8,000	)		(1	)		1			—			—			—
Issuance of shares due to Employee Stock Purchase Plan		982			—			384			—			—			384
Tax withholdings on vesting of restricted stock		(5	)		—			(31	)		—			—			(31	)
Balances at June 30, 2023		312,608		$	32		$	641,649		$	(474,171	)	$	(333	)	$	167,177

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(54,936	)	$	(115,400	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		21,632			41,552
Amortization of content assets		11,020			13,180
Provision for inventory and inventory purchase commitments		5,072			32,019
Realized (gains) losses on hedging derivative financial instruments		(26	)		143
Change in fair value of warrant liabilities		(432	)		(2,334	)
Equity-based compensation		12,716			7,565
Deferred income taxes		(121	)		(1,143	)
Amortization of debt issuance costs		980			—
Paid-in-kind interest expense		746			—
Other non-cash items		—			311
Changes in operating assets and liabilities:
Inventory		6,037			28,400
Content assets		(5,325	)		(11,940	)
Prepaid expenses		4,506			5,545
Other assets		(8,912	)		167
Accounts payable		(4,179	)		(22,753	)
Accrued expenses		(14,356	)		(7,739	)
Deferred revenue		12,221			1,000
Other liabilities		(1,010	)		(1,829	)
Net cash used in operating activities		(14,367	)		(33,256	)
Cash flows from investing activities:
Purchase of property and equipment		(5,030	)		(19,222	)
Net cash used in investing activities		(5,030	)		(19,222	)
Cash flows from financing activities:
Proceeds from exercise of stock options		—			2,968
Remittance of taxes withheld from employee stock awards		—			(308	)
Debt repayments		(625	)		—
Proceeds from issuance of common shares in the Employee Stock Purchase Plan		384			—
Tax withholding payments for vesting of restricted stock		(2,159	)		—
Net cash (used in) provided by financing activities		(2,400	)		2,660
Effect of exchange rates on cash and cash equivalents		392			(176	)
Net decrease in cash and cash equivalents		(21,405	)		(49,994	)
Cash, cash equivalents and restricted cash, beginning of period		80,091			107,054
Cash and cash equivalents, end of period	$	58,686		$	57,060
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	2,958		$	17
Cash (received) paid during the period for income taxes, net		(46	)		310
Supplemental disclosure of noncash investing activities:
Property and equipment acquired but not yet paid for	$	128		$	2,330

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

The Beachbody Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of Business and Summary of Significant Accounting Policies

Business

The Beachbody Company, Inc. (“BODi” or the “Company”) is a leading subscription health and wellness company and the creator of some of the world’s most popular fitness programs. The Company’s fitness programs are available for streaming through subscription to Beachbody On Demand (“BOD”) and, together with the Company’s live fitness and comprehensive nutrition programs, through subscription to Beachbody On Demand Interactive (“BODi”). During the three months ended March 31, 2023, the Company launched an improved BODi experience and began migrating all BOD-only members to BODi on their renewal dates. BODi offers nutritional products such as Shakeology nutrition shakes, BEACHBAR snack bars, and Ladder premium supplements, which have been designed and clinically tested to help customers achieve their goals. BODi also offers a professional-grade stationary cycle with a 360-degree touch screen tablet and connected fitness software. The Company’s revenue has historically been generated primarily through a network of micro-influencers (“Partners”) (previously known as “Coaches”), social media marketing channels, and direct response advertising. References to “Coaches” throughout this report have been updated to “Partners.”

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period.

Summary of Changes in Significant Accounting Estimates

Goodwill and Long-Lived Assets, Net

Interim Impairment Test

Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of June 30, 2023 the Company has no indefinite-lived intangible assets.

Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment.

Long-Lived Assets

8

Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

2. Revenue

The Company’s revenue disaggregated by geographic region is as follows (in thousands):

	Three months ended June 30,
	2023		2022
Geographic region:
United States	$	121,067	$	160,021
Rest of world1		13,881		19,115
Total revenue	$	134,948	$	179,136

	Six months ended June 30,
	2023		2022
Geographic region:
United States	$	251,944	$	338,628
Rest of world1		27,905		39,430
Total revenue	$	279,849	$	378,058

(1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022.

The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the unaudited condensed consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Deferred Revenue

Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. During the three and six months ended June 30, 2023, the Company recognized $24.8 million and $77.9 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2022. During the three and six months ended June 30, 2022, the Company recognized $25.6 million and $88.1 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2021.

9

3. Fair Value Measurements

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

	June 30, 2023
	Level 1		Level 2		Level 3
Assets
Derivative assets	$	—	$	50	$	—
Total assets	$	—	$	50	$	—
Liabilities
Public warrants	$	461	$	—	$	—
Private placement warrants		—		—		53
Term Loan warrants		—		—		802
Total liabilities	$	461	$	—	$	855
	December 31, 2022
	Level 1		Level 2		Level 3
Assets
Derivative assets	$	—	$	462	$	—
Total assets	$	—	$	462	$	—
Liabilities
Public Warrants	$	415	$	—	$	—
Private Placement Warrants		—		—		107
Term Loan Warrants		—		—		1,226
Total liabilities	$	415	$	—	$	1,333

Fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate the recorded value due to the short period of time to maturity. The fair value of the public warrants, which trade in active markets, is based on quoted market prices. The fair value of derivative instruments is based on Level 2 inputs such as observable forward rates, spot rates, and foreign currency exchange rates. The Company’s private placement and Term Loan Warrants (defined later) are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market.

Private Placement Warrants

The Company determined the fair value of the private placement warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the private placement warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the private placement warrants expected life. The significant unobservable input used in the fair value measurement of the private placement warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively.

The following table presents significant assumptions utilized in the valuation of the private placement warrants on June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Risk-free rate		4.5	%		4.2	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		2.99			3.49
Exercise price	$	11.50		$	11.50

10

The following table presents changes in the fair value of the private placement warrants for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023		2022			2023			2022
Balance, beginning of period	$	53	$	1,920		$	107		$	2,133
Change in fair value		—		(1,120	)		(54	)		(1,333	)
Balance, end of period	$	53	$	800		$	53		$	800

For the three and six months ended June 30, 2023 and 2022, the change in the fair value of private placement warrants resulted from the change in price of the Company’s Class A Common Stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities.

Term Loan Warrants

The Company determined the fair value of the Term Loan Warrants (defined later) using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 9, Debt, and Note 16, Subsequent Events, for additional information regarding the Term Loan Warrants.

The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Risk-free rate		4.0	%		4.0	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		6.11			6.61
Exercise price	$	1.85		$	1.85

The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023			2022		2023			2022
Balance, beginning of period	$	1,038		$	—	$	1,226		$	—
Change in fair value		(236	)		—		(424	)		—
Balance, end of period	$	802		$	—	$	802		$	—

For the three and six months ended June 30, 2023, the change in the fair value of the Term Loan Warrants resulted from the change in price of the Company’s Class A Common Stock and the remaining contractual term. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities.

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4. Inventory, Net

Inventory, net consists of the following (in thousands):

	June 30, 2023		December 31, 2022
Raw materials and work in process	$	17,680	$	13,380
Finished goods		25,684		40,680
Total inventory, net	$	43,364	$	54,060

Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $2.3 million and $5.1 million during the three and six months ended June 30, 2023, respectively, and $15.1 million and $32.0 million during the three and six months ended June 30, 2022, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. The Company recorded approximately zero and $1.4 million of these adjustments in nutrition and other cost of revenue for the three and six months ended June 30, 2023, respectively, and $1.9 million and $4.4 million during the three and six months ended June 30, 2022, respectively. The Company also recorded $2.3 million and $3.7 million of these adjustments in connected fitness cost of revenue for the three and six months ended June 30, 2023 respectively, and $13.2 million and $27.6 million during the three and six months ended June 30, 2022, respectively.

5. Other Current Assets

Other current assets consist of the following (in thousands):

	June 30, 2023		December 31, 2022
Deferred partner costs	$	38,332	$	31,270
Deposits		6,204		4,527
Accounts receivable, net		1,602		866
Other		2,481		2,585
Total other current assets	$	48,619	$	39,248

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6. Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):

	June 30, 2023			December 31, 2022
Computer software and web development	$	230,992		$	236,533
Computer equipment		23,338			24,240
Buildings		5,158			5,158
Leasehold improvements		4,600			4,600
Furniture, fixtures and equipment		1,207			1,222
Computer software and web development projects in-process		738			5,147
Property and equipment, gross		266,033			276,900
Less: Accumulated depreciation		(207,828	)		(202,753	)
Total property and equipment, net	$	58,205		$	74,147

The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	5,277	$	7,743	$	10,209	$	16,824
Selling and marketing		—		102		—		381
Enterprise technology and development		4,363		7,486		8,866		14,935
General and administrative		—		49		1		241
Total depreciation	$	9,640	$	15,380	$	19,076	$	32,381

7. Accrued Expenses

Accrued expenses consist of the followings (in thousands):

	June 30, 2023		December 31, 2022
Partner costs	$	15,742	$	14,535
Inventory, shipping and fulfillment		10,940		11,687
Employee compensation and benefits		5,126		20,584
Sales and other taxes		4,523		4,818
Information technology		2,059		2,207
Advertising		3,072		1,176
Customer service expenses		964		956
Other accrued expenses		6,690		8,467
Total accrued expenses	$	49,116	$	64,430

Advertising costs, which are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs, were $8.1 million and $17.1 million for the three and six months ended June 30, 2023, respectively, and $6.9 million and $22.6 million for the three and six months ended June 30, 2022, respectively.

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8. Commitments and Contingencies

Inventory Purchase and Service Agreements

The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2028. During the three and six months ended June 30, 2023, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $0.3 million and $0.4 million, respectively. During the three and six months ended June 30, 2022, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $1.8 million and $2.4 million, respectively. These losses are included in connected fitness cost of revenue in the unaudited condensed consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects.

Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding June 30, 2023 are as follows (in thousands):

Six months ending December 31, 2023	$	22,239
Year ending December 31, 2024		2,160
Year ending December 31, 2025		1,475
Year ending December 31, 2026		100
Year ending December 31, 2027		75
Thereafter		75
	$	26,124

The preceding table excludes royalty payments to fitness trainers, talent, and others that are based on future sales as such amounts cannot be reasonably estimated.

Lease Commitments

The Company leases facilities under noncancelable operating leases expiring through 2027 and certain equipment under a finance lease expiring in 2024. These lease obligations will require payments of approximately $1.2 million during the six months ending December 31, 2023, $2.1 million for the year ending December 31, 2024 and $1.5 million in total thereafter through 2027.

Contingencies

The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be reasonable estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations.

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9. Debt

On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of June 30, 2023 and December 31, 2022 and are being amortized over the term of the Term Loan using the effective-interest method. As of June 30, 2023, the principal balance outstanding under the Term Loan was $50.1 million. The Term Loan matures on August 8, 2026. On July 24, 2023 (the "Second Amendment Effective Date") the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. See Note 16, Subsequent Events, for additional information on the Second Amendment, including amendments to the debt covenants, maturity date of the Term Loan and the exercise price of the Term Loan Warrants.

The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR Rate”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15% per annum, plus the greater of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the SOFR Rate (based upon an interest period of 1 month) plus 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15% and the SOFR Rate (based upon an interest period of three months). The SOFR Rate is subject to a floor of 1.00%. In addition, the Term Loan borrowings bear additional interest at 3.00% per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date. The Term Loan was a SOFR Rate loan, with a cash interest rate of 12.12% at June 30, 2023. The Company recorded $2.4 million and $4.7 million of interest related to the Term Loan during the three and six months ended June 30, 2023, respectively.

The Financing Agreement contains financial covenants that require us to maintain (a) certain minimum revenue levels, to be tested on a quarterly basis, and (b) minimum Liquidity (as defined in the Financing Agreement) of (i) $12.5 million at all times through the Second Amendment Effective Date; (ii) $20.0 million at all times thereafter through March 31, 2024; and (iii) $25.0 million at all times thereafter through the maturity of the Term Loan. If there is an event of default, including not being in compliance with either of the financial covenants, the Term Loan will bear interest from the date of such event of default until the event of default is cured or waived in writing by the Lenders at the Post Default Rate, which is the rate of interest in effect pursuant to the Financing Agreement plus 2.00%. In the event of default the Lenders could also require repayment of the outstanding balance of the Term Loan including the prepayment premium of (a) 5.0% if repaid before the 1st anniversary of the Effective Date, (b) 3.0% if repaid before the 2nd anniversary of the Effective Date, (c) 2.0% if repaid before the 3rd anniversary date of the Effective Date, and (d) 0.0% if repaid after the 3rd anniversary date of the Effective Date. The Company was in compliance with these covenants, including amendments to the minimum revenue financial covenant in the Second Amendment as of June 30, 2023. See Note 16, Subsequent Events, for additional information on the Second Amendment, including amendments to the debt covenants.

The Financing Agreement also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The Financing Agreement contains customary events of default, which among other things include (subject to certain exceptions and cure periods): (1) failure to pay principal, interest, or any fees or certain other amounts when due; (2) breach of any representation or warranty, covenant, or other agreement in the Financing Agreement and other related loan documents; (3) the occurrence of a bankruptcy or insolvency proceeding with respect to any Loan Party; (4) any failure by a Loan Party to make a payment with respect to indebtedness having an aggregate principal amount in excess of a specified threshold; and (5) certain other customary events of default.

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In connection with the Term Loan, the Company issued to certain holders affiliated with Blue Torch warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock at an exercise price of $1.85 per share (the "Term Loan Warrants"). The Term Loan Warrants vest on a monthly basis over four years, with 30%, 30%, 20% and 20% vesting in the first, second, third and fourth years, respectively. The Term Loan Warrants have a seven-year term from the Effective Date. See Note 3, Fair Value Measurements, for information on the valuation of the Term Loan Warrants and Note 16, Subsequent Events, for information on amendments to the Term Loan Warrants. The Term Loan Warrants were recorded in the unaudited condensed consolidated balance sheets as warrant liabilities. The initial fair value of the Term Loan Warrants, of $5.2 million, is being amortized as a debt discount over the term of the Term Loan using the effective-interest method.

The aggregate amounts of payments due for the periods succeeding June 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands):

Six months ending December 31, 2023	$	15,625
Year ending December 31, 2024		1,563
Year ending December 31, 2025		2,500
Year ending December 31, 2026		29,062
Total debt	$	48,750
Less current portion		(16,250	)
Less unamortized debt discount and debt issuance costs		(8,008	)
Add capitalized paid-in-kind interest		1,344
Total long-term debt	$	25,836

The payments in the six months ending December 31, 2023 include a prepayment of $15.0 million which was paid on July 24, 2023 as part of the Second Amendment, see Note 16, Subsequent Events, for more information on the amendments to the Term Loan.

The Term Loan amortizes at 2.50% per year from the Effective Date to August 8, 2024, payable on a quarterly basis, and thereafter, at 5.00% per year, payable on a quarterly basis, with the remaining principal amount due on the maturity date of the Term Loan.

10. Stockholders’ Equity

As of June 30, 2023, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock.

Holders of each share of each class of Common Stock are entitled to dividends when, as, and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of Preferred Stock outstanding at the time. The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers.

On June 15, 2023, the Company and Carl Daikeler, the Company’s co-founder and chief executive officer (“CEO”) entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 8 million shares of the Company’s common stock that he owned, comprised of 3,199,946 shares of Class A common stock and 4,800,054 shares of Class X Common stock, each with a par value of $0.0001. No consideration was provided to Mr. Daikeler for the forfeiture of these shares. The forfeiture of the shares resulted in the reduction of each of common stock and additional paid in capital by $800 in the June 30, 2023 condensed consolidated balance sheets.

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Accumulated Other Comprehensive Income (Loss)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended June 30, 2023 and 2022 (in thousands):

	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total
Balances at March 31, 2022	$	(148	)	$	15		$	(133	)
Other comprehensive income (loss) before reclassifications		13			(51	)		(38	)
Amounts reclassified from accumulated other comprehensive income (loss)		74			—			74
Tax effect		22			—			22
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at March 31, 2023	$	(103	)	$	(84	)	$	(187	)
Other comprehensive income (loss) before reclassifications		(206	)		35			(171	)
Amounts reclassified from accumulated other comprehensive income (loss)		61			—			61
Tax effect		(36	)		—			(36	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2023 and 2022 (in thousands):

	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total
Balances at December 31, 2021	$	(32	)	$	11		$	(21	)
Other comprehensive loss before reclassifications		(149	)		(47	)		(196	)
Amounts reclassified from accumulated other comprehensive income (loss)		143			—			143
Tax effect		(1	)		—			(1	)
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at December 31, 2022	$	131		$	(94	)	$	37
Other comprehensive income (loss) before reclassifications		(307	)		45			(262	)
Amounts reclassified from accumulated other comprehensive income (loss)		(26	)		—			(26	)
Tax effect		(82	)		—			(82	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)

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11. Equity-Based Compensation

Equity Compensation Plans

A summary of the option activity under the Company’s equity compensation plans is as follows:

	Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		48,414,625		$	2.65		6.35	$	—
Granted		27,346,753			0.46
Forfeited		(5,464,000	)		2.85
Expired		(504,898	)		2.66
Outstanding at June 30, 2023		69,792,480		$	1.78		7.06	$	—
Exercisable at June 30, 2023		26,708,560		$	2.38		3.25	$	—

A summary of restricted stock unit ("RSU") activity is as follows:

	RSUs Outstanding
	Number of RSUs			Weighted-Average Fair Value (per RSU)
Outstanding at December 31, 2022		3,159,185		$	1.45
Granted		23,121,170			0.58
Vested		(11,113,084	)		0.68
Forfeited		(974,173	)		0.74
Outstanding at June 30, 2023		14,193,098		$	0.67

The fair value of RSUs vested during the three and six months ended June 30, 2023 was $1.7 million and $7.6 million, respectively. No RSUs vested during the three and six months ended June 30, 2022.

On January 1, 2023, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 15,608,106 pursuant to the terms of the 2021 Plan. As of June 30, 2023, 13,640,317 shares of Class A Common Stock were available for issuance under the 2021 Plan.

Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld shares of common stock with an aggregate fair value and remitted taxes of $2.1 million during the six months ended June 30, 2023, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance.

On June 14, 2023, the Board of Directors of the Company (“the Board”) adopted the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSU's, dividend equivalents and other stock or cash-based awards to prospective employees. The Board reserved 23,883,265 shares of the Company’s common stock for issuance pursuant to the awards granted under the Inducement Plan.

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Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler continues to serve as the Company’s CEO and as a director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Inducement Plan, covering an aggregate of 23,883,265 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Option”). Of this amount, 7,961,088 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 15,922,177 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). The Time-Vesting Options will vest and become exercisable with respect to 25% of the Time-Vesting Options subject to the Option on each of the first four anniversaries of June 15, 2023. The Performance-Vesting Options will vest and become exercisable based on both (1) the achievement of pre-determined price per share goals and (2) Mr. Goldston’s service through the applicable vesting date. Any earned Performance-Vesting Options will vest and become exercisable as of the later of (1) June 15, 2024, and (2) the date on which the applicable price per share goal is achieved. The weighted average exercise price of the Performance-Vesting Options was $0.44 per option and none of the Performance-Vesting Options were exercisable as of June 30, 2023.

Vesting tranche Number of Performance -Vesting Options Price per share goal

Tranche 1 3,980,544 $1.00

Tranche 2 3,980,544 $1.50

Tranche 3 3,980,544 $2.00

Tranche 4 3,980,545 $2.50

The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any 30 consecutive trading-day period.

Employee Stock Purchase Plan

In May 2022, the Company established an employee stock purchase plan (the “ESPP”), the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or ending of each six-month purchase period.

During the six months ended June 30, 2023, 981,853 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $0.46 per share.

Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the six months ended June 30, 2023:

	Six months ended June 30,
	2023
Risk-free rate		4.6	%
Dividend yield rate		—
Volatility		55.3	%
Expected term (in years)		0.50
Weighted-average grant date fair value	$	0.14

Equity-Based Compensation Expense

The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants:

	Six months ended June 30,
	2023			2022
Risk-free rate		3.8	%		2.8	%
Dividend yield rate		—			—
Volatility		54.8	%		52.6	%
Expected term (in years)		5.92			6.25
Weighted-average grant date fair value	$	0.27		$	0.64

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The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options:

	Six months ended June 30,
	2023
Risk-free rate		3.7	%
Dividend yield rate		—
Volatility		53.7	%
Expected term (in years)		10.00
Weighted-average grant date fair value	$	0.26

Equity-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023		2022			2023		2022
Cost of revenue	$	327	$	382		$	1,756	$	717
Selling and marketing		1,771		1,018			5,157		2,657
Enterprise technology and development		140		(17	)		703		910
General and administrative		923		1,618			5,100		3,281
Total equity-based compensation	$	3,161	$	3,001		$	12,716	$	7,565

In connection with the restructuring activity that took place during the three and six months ended June 30, 2023, the Company modified certain stock awards of terminated employees (approximately 100 employees). The modifications included accelerating the vesting of any options that would have vested within three months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees’ termination date (that is, three months in addition to the standard three months per original agreement). As a result of these modifications, the Company recognized a $0.4 million and $1.0 million reduction to equity-based compensation expense within general and administrative expense in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively.

As of June 30, 2023, the total unrecognized equity-based compensation expense was $40.7 million, which will be recognized over a weighted-average remaining period of 2.85 years.

12. Derivative Financial Instruments

As of June 30, 2023 and December 31, 2022, the notional amount of the Company’s outstanding foreign exchange options was $15.4 million and $17.6 million, respectively. There were no outstanding forward contracts as of June 30, 2023 and December 31, 2022.

The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands):

		Three months ended June 30,						Six months ended June 30,
	Financial Statement Line Item	2023			2022			2023			2022
Unrealized gains (losses)	Other comprehensive income (loss)	$	(206	)	$	13		$	(307	)	$	(149	)
Gains (losses) reclassified from accumulated other	Cost of revenue	$	(25	)	$	(32	)	$	11		$	(62	)
comprehensive income (loss) into net loss	General and administrative		(36	)		(42	)		15			(81	)
Total amounts reclassified		$	(61	)	$	(74	)	$	26		$	(143	)
Gains (losses) recognized on derivatives   not designated as hedging instruments	Cost of revenue	$	(54	)	$	6		$	(95	)	$	(45	)

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13. Restructuring

In 2023, restructuring charges primarily relate to activities focused on aligning the Company's operations with its key growth priorities. Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $(0.1) million and $5.3 million during the three and six months ended June 30, 2023, respectively, comprised primarily of termination benefits related to headcount reductions, of which $0.3 million is included in accrued expenses in the unaudited condensed consolidated balance sheets at June 30, 2023. The Company recognized restructuring costs of $1.3 million and $8.6 million during the three and six months ended June 30, 2022, respectively, comprised primarily of termination benefits related to headcount reductions. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period.

The following table summarizes activity in the Company’s restructuring-related liability during the three months ended June 30, 2023 and 2022, respectively (in thousands):

	Balance at		Restructuring			Payments /			Liability at
	March 31, 2023		Charges			Utilizations			June 30, 2023
Employee-related costs	$	1,389	$	(107	)	$	(1,026	)	$	256
Total costs	$	1,389	$	(107	)	$	(1,026	)	$	256

	Balance at		Restructuring		Payments /			Liability at
	March 31, 2022		Charges		Utilizations			June 30, 2022
Employee-related costs	$	4,618	$	1,332	$	(4,630	)	$	1,320
Total costs	$	4,618	$	1,332	$	(4,630	)	$	1,320

The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2023 and 2022, respectively (in thousands):

	Balance at		Restructuring		Payments /			Liability at
	December 31, 2022		Charges		Utilizations			June 30, 2023
Employee-related costs	$	469	$	5,280	$	(5,493	)	$	256
Total costs	$	469	$	5,280	$	(5,493	)	$	256

	Balance at		Restructuring		Payments /			Liability at
	December 31, 2021		Charges		Utilizations			June 30, 2022
Employee-related costs	$	—	$	8,555	$	(7,235	)	$	1,320
Total costs	$	—	$	8,555	$	(7,235	)	$	1,320

During the six months ended June 30, 2022, the Company determined that the useful life of certain computer software and web development assets and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded $1.2 million and $3.4 million of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the three and six months ended June 30, 2022, respectively. The Company also accelerated amortization of these content assets and recorded $1.5 million and $2.6 million of additional amortization as a component of digital cost of revenue during the three and six months ended June 30, 2022, respectively.

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14. Income Taxes

The Company recorded a benefit and provision for income taxes of approximately zero for the three and six months ended June 30, 2023, and a benefit for income taxes of $0.3 million and $1.0 million for the three and six months ended June 30, 2022, respectively. The effective tax rate was 0.0% and 0.1% for the three and six months ended June 30, 2023, respectively, and the effective tax rate was 0.7% and 0.8% for the three and six months ended June 30, 2022, respectively.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and six months ended June 30, 2023 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and six months ended June 30, 2023.

15. Earnings (Loss) per Share

The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information):

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		314,311,797			307,204,999			311,740,463			306,786,192
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.14	)	$	(0.18	)	$	(0.38	)

Basic net loss per common share is the same as dilutive net loss per common share for each of the three and six months ended June 30, 2023 and 2022 as the inclusion of all potential common shares would have been antidilutive. The weighted average common shares outstanding (basic and diluted) in the above table exclude the 8 million shares that were forfeited by Mr. Daikeler for the period of time after they were forfeited (June 15, 2023).

The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive:

	June 30,
	2023		2022
Options		69,792,480		49,299,729
RSUs		14,193,098		2,719,185
Compensation warrants		3,980,656		3,980,656
Public and private placement warrants		15,333,333		15,333,333
Term Loan warrants		4,716,756		—
Earn-out shares		3,750,000		3,750,000
		111,766,323		75,082,903

The options balance as of June 30, 2023 in the table above includes 15.9 million Performance-Vesting Options, which vest based on the attainment of applicable performance goals and continued service. See Note 11, Equity-Based Compensation, for additional information on the Performance-Vesting Options.

22

16. Subsequent Events

On July 24, 2023 (the "Second Amendment Effective Date"), the Company and Blue Torch entered into the Second Amendment, which amended the Company's existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including , but not limited to, (1) amending the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $100.0 million, commencing with the fiscal quarter ended June 30, 2023, for each fiscal quarter ending on or prior to March 31, 2024 and (b) $120.0 million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $20.0 million at all times from the Second Amendment Effective Date through March 31, 2024 and (b) $25.0 million at all times thereafter through the maturity of the Term Loan; (3) modifying the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amending certain financial definitions, reporting covenants and other covenants thereunder.

In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million (which amount was classified as a current obligation at June 30, 2023) along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million). The amounts related to the Second Amendment will be recorded in the quarter ending September 30, 2023. After the prepayment and the paid in kind fee on July 24, 2023, the principal amount outstanding on the Term Loan was $35.6 million.

In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock. The amendment of the Term Loan Warrants amends the exercise price from $1.85 per share to $0.41 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date from $0.8 million to $1.6 million and will be recorded in the quarter ending September 30, 2023.

23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) as well as our financial statements and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our "Form 10-K"). Unless otherwise indicated, the terms “BODi,” “we,” “us,” or “our” refer to The Beachbody Company, Inc., a Delaware corporation, together with its consolidated subsidiaries.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of the Company. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on our current expectations as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to the following:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in selling and marketing, general and administrative, and enterprise technology and development expenses (including any components of the foregoing), Adjusted EBITDA (as defined below) and our ability to achieve and maintain future profitability;

•our anticipated growth rate and market opportunity;

•our liquidity and ability to raise financing;

•our success in retaining or recruiting, or changes required in, officers, key employees or directors;

•our warrants are accounted for as liabilities and changes in the value of such warrants could have a material effect on our financial results;

•our ability to effectively compete in the fitness and nutrition industries;

•our ability to successfully acquire and integrate new operations;

•our reliance on a few key products;

•market conditions and global and economic factors beyond our control;

•intense competition and competitive pressures from other companies worldwide in the industries in which we will operate;

•litigation and the ability to adequately protect our intellectual property rights; and

•other risk and uncertainties under the heading “Risk Factors” set forth in this Report as well as our most recent Form 10-K.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

You should not place undue reliance upon our forward-looking statements.

Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

24

Overview

BODi is a leading subscription health and wellness company. We focus primarily on digital content, supplements, connected fitness, and consumer health and wellness. Our goal is to continue to provide holistic health and wellness content and subscription-based solutions. We are the creator of some of the world’s most popular fitness programs, including P90X, Insanity, and 21 Day Fix, which transformed the at-home fitness market and disrupted the global fitness industry by making it accessible for people to get results—anytime, anywhere. Our comprehensive nutrition-first programs, Portion Fix and 2B Mindset, teach healthy eating habits and promote healthy, sustainable weight loss. These fitness and nutrition programs are available through our Beachbody On Demand and Beachbody On Demand Interactive streaming services.

We offer nutritional products such as Shakeology nutrition shakes, BEACHBAR snack bars, and Ladder premium supplements as well as a professional-grade stationary cycle with a 360-degree touch screen tablet and connected fitness software. Leveraging our history of fitness content creation, nutrition innovation, and our network of micro-influencers, whom we call “Partners” (previously known as “Coaches”), we plan to continue market penetration into connected fitness to reach a wider health, wellness and fitness audience.

Our revenue is generated primarily through our network of Partners, social media marketing channels, and direct response advertising. Components of revenue include recurring digital subscription revenue, revenue from the sale of nutritional and other products, and connected fitness revenue. In addition to selling individual products on a one-time basis, we bundle digital and nutritional products together at discounted prices.

Our key growth priorities for 2023 include: revamping our Beachbody on Demand (“BODi”) digital platform, growing Shakeology in the Healthy Dessert market, and improving the affordability of our connected fitness bike. In March 2023, we relaunched the BODi digital platform with a new form of fitness programming called BODi Blocks, the addition of positive mindset content, and digital recipes to extend Shakeology into a Healthy Dessert. We also began migrating all BOD-only members to BODi on their renewal dates. During the first quarter of 2023, to align our operations with our key growth priorities, we executed certain restructuring activities, including a reduction in headcount. These actions resulted in aggregate charges of $5.3 million, consisting primarily of termination benefits during the six months ended June 30, 2023.

For the three months ended June 30, 2023, as compared to the three months ended June 30, 2022:

•Total revenue was $134.9 million, a 25% decrease;

•Digital revenue was $65.2 million, a 16% decrease;

•Nutrition and other revenue was $64.6 million, a 29% decrease;

•Connected fitness revenue was $5.1 million, a 52% decrease;

•Net loss was $25.7 million, compared to net loss of $41.9 million; and

•Adjusted EBITDA was ($4.8) million, compared to ($1.5) million.

For the six months ended June 30, 2023, as compared to the six months ended June 30, 2022:

•Total revenue was $279.8 million, a 26% decrease;

•Digital revenue was $130.0 million, a 19% decrease;

•Nutrition and other revenue was $138.7 million, a 26% decrease;

•Connected fitness revenue was $11.1 million, a 63% decrease;

•Net loss was $54.9 million, compared to net loss of $115.4 million; and

•Adjusted EBITDA was $(5.7) million, compared to $(20.6) million.

See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.

25

Recent Developments

Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler will continue to serve as the Company’s CEO and director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) covering an aggregate of 23,883,265 shares of the Company’s Class A common stock (the “Option”). Of this amount, 7,961,088 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 15,922,177 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). See Note 11, Equity-Based Compensation, for additional information on the Inducement Plan and the Options granted to Mr. Goldston.

On June 15, 2023, the Company and Carl Daikeler the Company’s co-founder and chief executive officer (“CEO”) entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 8 million shares of the Company’s common stock that he owned, comprised of 3,199,946 shares of Class A common stock and 4,800,054 shares of Class X Common stock. No consideration was provided to Mr. Daikeler for the forfeiture of these shares. See Note 10, Stockholders’ Equity, for additional information on the forfeiture of these shares.

On July 24, 2023 (the "Second Amendment Effective Date"), the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. The Second Amendment amends, among other things, certain terms of the Financing Agreement including without limitation, to (1) amend the minimum revenue financial covenant, (2) amend the minimum liquidity financial covenant, (3) modify the maturity date of the Term Loan, and (4) amend certain financial definitions, reporting covenants and other covenants thereunder.

In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million (which amount was classified as a current obligation at June 30, 2023) along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million).

In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock.

See Note 16, Subsequent Events, for additional information on the Second Amendment and amendments to the Term Loan Warrants.

26

Key Operational and Business Metrics

We use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.

	As of June 30,
	2023		2022
Digital subscriptions (millions)		1.53		2.28
Nutritional subscriptions (millions)		0.20		0.28

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Average digital retention		95.2	%		95.6	%		95.5	%		95.6	%
Total streams (millions)		25.3			31.0			55.0			69.2
DAU/MAU		31.6	%		30.0	%		32.1	%		31.6	%
Revenue (millions)	$	134.9		$	179.1		$	279.8		$	378.1
Gross profit (millions)	$	82.7		$	87.3		$	174.1		$	180.3
Gross margin		61	%		49	%		62	%		48	%
Net loss (millions)	$	(25.7	)	$	(41.9	)	$	(54.9	)	$	(115.4	)
Adjusted EBITDA (millions)	$	(4.8	)	$	(1.5	)	$	(5.7	)	$	(20.6	)

Please see “Non-GAAP Information” below for a reconciliation of net loss to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Digital Subscriptions

Our ability to expand the number of digital subscriptions is an indicator of our market penetration and growth. Digital subscriptions include BOD, BODi, and prior to Q3 2022, Openfit subscriptions. Digital subscriptions include paid and free-to-pay subscriptions, with free-to-pay subscriptions representing approximately 1% of total digital subscriptions on average. Digital subscriptions are inclusive of all billing plans, currently for annual, semi-annual, quarterly and monthly billing intervals.

Nutritional Subscriptions

Nutritional subscriptions include monthly subscriptions for nutritional products such as Shakeology, Beachbody Performance, BEACHBAR, Bevvy and Ladder Supplements. We also package and bundle the content experience of digital subscriptions with nutritional subscriptions to optimize customer results.

Average Digital Retention

We use month-over-month digital subscription retention, which is defined as the average rate at which the total subscriber file is retained for the next period, to measure customer retention. For instance, a 95% average digital retention rate would correspond with retaining each month an average of 95% of digital subscribers existing at the beginning of that month. A 95% average digital retention rate would translate into a loss at the end of the quarter of approximately 15% of the subscribers existing at the beginning of the quarter. This calculation excludes new customer acquisitions or subscribers added in a specific month, so this calculation can never exceed 100%.

Total Streams

We use total streams to quantify the number of fitness, nutrition and mindset programs viewed, which is an indicator of customer engagement and retention. While the measure of a digital stream may vary across companies, to qualify as a stream on any of our digital platforms, a program must be viewed for a minimum of 25% of the total running time.

Daily Active Users to Monthly Active Users (DAU/MAU)

27

We use the ratio of daily active users to monthly active users to measure how frequently digital subscribers are utilizing our service in a given month. We define a daily active user as a unique user streaming content on our platform in a given day. We define a monthly active user as a unique user streaming content on our platform in that same month.

28

Non-GAAP Information

We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We believe Adjusted EBITDA is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We define and calculate Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, amortization of capitalized cloud computing implementation costs, amortization of content assets, interest expense, income tax provision (benefit), equity-based compensation, and other items that are not normal, recurring, operating expenses necessary to operate the Company’s business as described in the reconciliation below.

We include this non-GAAP financial measure because it is used by management to evaluate BODi’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of depreciation and amortization and equity-based compensation) or are not related to our underlying business performance (for example, in the case of interest income and expense).

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest GAAP measure, for the periods indicated:

	Three months ended June 30,						Six months ended June 30,
(in thousands)	2023			2022			2023			2022
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Adjusted for:
Depreciation and amortization		10,919			19,965			21,632			41,552
Amortization of capitalized cloud computing implementation costs		40			168			81			336
Amortization of content assets		5,459			7,016			11,020			13,180
Interest expense		2,368			3			4,699			22
Income tax provision (benefit)		(12	)		(281	)		36			(987	)
Equity-based compensation		3,161			3,001			12,716			7,565
Employee incentives, expected to be settled in equity (1)		—			—			(5,466	)		—
Inventory net realizable value adjustment (2)		—			10,502			—			25,436
Restructuring and platform consolidation costs (3)		(107	)		2,086			5,952			9,973
Change in fair value of warrant liabilities		(375	)		(2,070	)		(432	)		(2,334	)
Non-operating (4)		(479	)		5			(963	)		78
Adjusted EBITDA	$	(4,774	)	$	(1,472	)	$	(5,661	)	$	(20,579	)

(1)The non-cash charge for employee incentives which were expected to be settled in equity was recorded and included in the Adjusted EBITDA calculation during the year ended December 31, 2022. During the three months ended March 31, 2023, we reclassified the non-cash charge from employee incentives expected to be settled in equity to equity-based compensation because we settled certain employee incentives with restricted stock unit ("RSU") awards during the period.

(2)Represents a non-cash expense to reduce the carrying value of our connected fitness inventory and related future commitments. This adjustment was included during the three and six months ended June 30, 2022 because of its unusual magnitude due to disruptions in the connected fitness market.

(3)Includes restructuring expense and non-recurring personnel costs associated with executing our key growth priorities during the three and six months ended June 30, 2023 and with the consolidation of our digital platforms during the three and six months ended June 30, 2022.

(4)Primarily includes interest income.

29

Results of Operations

The Company has one operating segment. The following discussion of our results and operations is on a consolidated basis.

(in thousands)	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Revenue:
Digital	$	65,214		$	78,015		$	129,987		$	159,760
Nutrition and other		64,628			90,516			138,748			188,180
Connected fitness		5,106			10,605			11,114			30,118
Total revenue		134,948			179,136			279,849			378,058
Cost of revenue:
Digital		16,336			18,406			31,303			34,831
Nutrition and other		27,202			42,002			58,241			86,776
Connected fitness		8,666			31,459			16,221			76,165
Total cost of revenue		52,204			91,867			105,765			197,772
Gross profit		82,744			87,269			174,084			180,286
Operating expenses:
Selling and marketing		76,492			86,624			153,068			193,068
Enterprise technology and development		18,650			24,133			37,746			57,830
General and administrative		11,887			19,584			29,603			39,657
Restructuring		(107	)		1,332			5,280			8,555
Total operating expenses		106,922			131,673			225,697			299,110
Operating loss		(24,178	)		(44,404	)		(51,613	)		(118,824	)
Other income (expense)
Change in fair value of warrant liabilities		375			2,070			432			2,334
Interest expense		(2,368	)		(3	)		(4,699	)		(22	)
Other income, net		411			189			980			125
Loss before income taxes		(25,760	)		(42,148	)		(54,900	)		(116,387	)
Income tax (provision) benefit		12			281			(36	)		987
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)

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Revenue

Revenue includes digital subscriptions, nutritional supplement subscriptions, one-time nutritional sales, connected fitness products, access to our online Partner business management platform, preferred customer program memberships, and other fitness-related products. We often sell bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. We consider these sales to be revenue arrangements with multiple performance obligations and allocate the transaction price to each performance obligation based on its relative stand-alone selling price. We defer revenue when we receive payments in advance of delivery of products or the performance of services. Digital subscription revenue is recognized ratably over the subscription period of up to 38 months.

	Three months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)
Revenue
Digital	$	65,214	$	78,015	$	(12,801	)		(16	%)
Nutrition and other		64,628		90,516		(25,888	)		(29	%)
Connected fitness		5,106		10,605		(5,499	)		(52	%)
Total revenue	$	134,948	$	179,136	$	(44,188	)		(25	%)

The decrease in digital revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a decrease in revenue from our digital streaming services due to 33% fewer subscriptions due to lower demand and a decrease of $1.3 million in fees from partners due to a 24% decrease in the number of partners, partially offset by an increase in revenue per subscription.

The decrease in nutrition and other revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $20.7 million decrease in revenue from nutritional products due to 30% fewer nutritional subscriptions due to lower demand, a $2.3 million decrease in revenue generated from our preferred customer fees due to a 30% decrease in preferred customers and a $1.3 million decrease in fitness accessories revenue, partially offset by a $1.6 million increase in ticket sales due primarily to Summit 2023 which occurred in June 2023 (in the prior year the Summit occurred in July).

The decrease in connected fitness revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a 37% decrease in number of bikes delivered and a 19% decrease in the average sales price for a bike.

	Six months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)
Revenue
Digital	$	129,987	$	159,760	$	(29,773	)		(19	%)
Nutrition and other		138,748		188,180		(49,432	)		(26	%)
Connected fitness		11,114		30,118		(19,004	)		(63	%)
Total revenue	$	279,849	$	378,058	$	(98,209	)		(26	%)

The decrease in digital revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a decrease in revenue from our digital streaming services due to 33% fewer subscriptions due to lower demand and a decrease of $2.9 million in fees from partners due to a 27% decrease in the number of partners, partially offset by an increase in revenue per subscription.

The decrease in nutrition and other revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $41.1 million decrease in revenue from nutritional products due to 30% fewer nutritional subscriptions due to lower demand and a $4.1 million decrease in revenue generated from our preferred customer fees due to a 28% decrease in preferred customers and a $2.7 million decrease in fitness accessories revenue, partially offset by a $2.5 million increase in ticket sales due primarily to Summit 2023 which occurred in June 2023 (in the prior year the Summit occurred in July).

The decrease in connected fitness revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a 60% decrease in the number of bikes delivered and a 7% decrease in the average sales price for a bike.

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Cost of Revenue

Digital Cost of Revenue

Digital cost of revenue includes costs associated with digital content creation including amortization and revision of content assets, depreciation of streaming platforms, digital streaming costs, and amortization of acquired digital platform intangible assets. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses.

Nutrition and Other Cost of Revenue

Nutrition and other cost of revenue includes product costs, shipping and handling, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, amortization of acquired formulae intangible assets, facilities, and related personnel expenses.

Connected Fitness Cost of Revenue

Connected fitness cost of revenue consists of product costs, including bike and tablet hardware costs, duties and other applicable importing costs, shipping and handling costs, warehousing and logistics costs, costs associated with service calls and repairs of products under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics.

	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Cost of revenue
Digital	$	16,336		$	18,406		$	(2,070	)		(11	%)
Nutrition and other		27,202			42,002			(14,800	)		(35	%)
Connected fitness		8,666			31,459			(22,793	)		(72	%)
Total cost of revenue	$	52,204		$	91,867		$	(39,663	)		(43	%)
Gross profit
Digital	$	48,878		$	59,609		$	(10,731	)		(18	%)
Nutrition and other		37,426			48,514			(11,088	)		(23	%)
Connected fitness		(3,560	)		(20,854	)		17,294			83	%
Total gross profit	$	82,744		$	87,269		$	(4,525	)		(5	%)
Gross margin
Digital		75	%		76	%
Nutrition and other		58	%		54	%
Connected fitness		(70	%)		(197	%)
Total gross margin		61	%		49	%

The decrease in digital cost of revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was due to a $1.6 million decrease in the amortization of content assets as a result of lower production spend and a $0.7 million decrease in streaming costs due to lower platform usage. The decrease in digital gross margin for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 was primarily as a result of fixed expenses on lower digital revenue.

The decrease in nutrition and other cost of revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $6.4 million decrease in product costs and a $4.2 million decrease in fulfillment and shipping expense related to the decrease in nutrition and other revenue, a $1.7 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, and a $1.2 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. Nutrition and other gross margin increased for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily as a result of lower shipping and lower depreciation expense.

The decrease in connected fitness cost of revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was driven by lower inventory value adjustments of $12.7 million, a $7.1 million decrease in product costs and a $1.4 million decrease in freight, fulfillment, and shipping expenses as the result of a decrease in the number of bikes sold. The connected fitness negative gross margin improvement for the three months ended June 30, 2023 compared to the three months ended June 30, 2022

32

primarily as a result of lower inventory value adjustments, partially offset by the impact of fixed warehousing expenses on lower connected fitness revenue.

	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Cost of revenue
Digital	$	31,303		$	34,831		$	(3,528	)		(10	%)
Nutrition and other		58,241			86,776			(28,535	)		(33	%)
Connected fitness		16,221			76,165			(59,944	)		(79	%)
Total cost of revenue	$	105,765		$	197,772		$	(92,007	)		(47	%)
Gross profit
Digital	$	98,684		$	124,929		$	(26,245	)		(21	%)
Nutrition and other		80,507			101,404			(20,897	)		(21	%)
Connected fitness		(5,107	)		(46,047	)		40,940			89	%
Total gross profit	$	174,084		$	180,286		$	(6,202	)		(3	%)
Gross margin
Digital		76	%		78	%
Nutrition and other		58	%		54	%
Connected fitness		(46	%)		(153	%)
Total gross margin		62	%		48	%

The decrease in digital cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was due to a $3.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $2.2 million decrease in the amortization of content assets as a result of lower production spend and a $1.1 million decrease in streaming costs due to lower platform usage. The decrease in digital gross margin for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily as a result of fixed expenses on lower digital revenue.

The decrease in nutrition and other cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $12.8 million decrease in product costs and a $8.0 million decrease in fulfillment and shipping expense related to the decrease in nutrition and other revenue, a $3.5 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, and a $2.8 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. Nutrition and other gross margin increased for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily as a result of lower shipping and depreciation expense.

The decrease in connected fitness cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was driven by lower inventory value adjustments of $26.9 million and a $21.5 million decrease in product costs and a $7.8 million decrease in freight, fulfillment, and shipping expenses as the result of a decrease in the number of bikes sold. The connected fitness negative gross margin improvement for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily as a result of lower inventory value adjustments, partially offset by the impact of fixed warehousing expenses on lower connected fitness revenue.

33

Operating Expenses

Selling and Marketing

Selling and marketing expenses primarily include the cost of Partner compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue, timing of new content and nutritional product launches, and the timing of our media investments to build awareness around launch activity.

	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Selling and marketing	$	76,492		$	86,624		$	(10,132	)		(12	%)
As a percentage of total revenue		56.7	%		48.4	%

The decrease in selling and marketing expense for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $12.3 million decrease in Partner compensation as a result of lower commissionable revenue, a $3.8 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $2.5 million decrease in the amortization of intangible assets due to the impairment of certain assets in the fourth quarter of 2022 partially offset by a $7.1 million increase in event expenses due primarily to Summit 2023 which occurred in June 2023 (in the prior year this event was held in July) and a $2.0 million increase in online and television media expense.

Selling and marketing expense as a percentage of total revenue increased by 830 basis points ("bps") primarily due to the timing of Summit 2023 and a decrease in revenue.

	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Selling and marketing	$	153,068		$	193,068		$	(40,000	)		(21	%)
As a percentage of total revenue		54.7	%		51.1	%

The decrease in selling and marketing expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $26.2 million decrease in Partner compensation as a result of lower commissionable revenue, a $9.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, a $5.0 million decrease in the amortization of intangible assets due to the impairment of certain assets in the fourth quarter of 2022 and a $4.0 million decrease in online and television media expense, partially offset by a $7.8 million increase in event expenses due primarily to Summit 2023 which occurred in June 2023 (in the prior year this event was held in July).

Selling and marketing expense as a percentage of total revenue increased by 360 bps primarily due to the timing of Summit 2023 and a decrease in revenue.

34

Enterprise Technology and Development

Enterprise technology and development expenses primarily relate to enterprise systems applications, hardware, and software that serve as the technology infrastructure for the Company and are not directly related to services provided or tangible goods sold. This includes maintenance and enhancements of the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems. Enterprise technology and development also includes reporting and business analytics tools, security systems such as identity management and payment card industry compliance, office productivity software, research and development tracking tools, and other non-customer facing applications. Enterprise technology and development expenses include personnel-related expenses for employees and consultants who create improvements to and maintain technology systems and are involved in the research and development of new and existing nutritional products, depreciation of enterprise technology-related assets, software licenses, hosting expenses, and technology equipment leases.

	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Enterprise technology and development	$	18,650		$	24,133		$	(5,483	)		(23	%)
As a percentage of total revenue		13.8	%		13.5	%

The decrease in enterprise technology and development expense for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $3.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets and a $2.4 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year.

Enterprise technology and development expense as a percentage of total revenue increased by 30 bps due to the decrease in revenue.

	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Enterprise technology and development	$	37,746		$	57,830		$	(20,084	)		(35	%)
As a percentage of total revenue		13.5	%		15.3	%

The decrease in enterprise technology and development expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $14.1 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year and a $6.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets.

Enterprise technology and development expense as a percentage of total revenue decreased by 180 bps due to lower fixed expenses.

35

General and Administrative

General and administrative expense includes personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expense also includes fees for professional services principally comprised of legal, audit, tax, and insurance.

	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
General and administrative	$	11,887		$	19,584		$	(7,697	)		(39	%)
As a percentage of total revenue		8.8	%		10.9	%

The decrease in general and administrative expense for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $5.0 million decrease in personnel-related expenses as a result of lower headcount, primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $1.2 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period.

General and administrative expense as a percentage of total revenue decreased by 210 bps due to lower fixed expenses.

	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
General and administrative	$	29,603		$	39,657		$	(10,054	)		(25	%)
As a percentage of total revenue		10.6	%		10.5	%

The decrease in general and administrative expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $7.2 million decrease in personnel-related expenses as a result of lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $1.7 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period.

General and administrative expense as a percentage of total revenue was relatively flat with the prior period.

Restructuring

In 2023, restructuring charges primarily relate to activities focused on aligning our operations with our key growth priorities, including a reduction in headcount. Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The charges incurred primarily consist of employee termination costs.

	Three months ended June 30,
	2023			2022		$ Change			% Change
	(dollars in thousands)
Restructuring	$	(107	)	$	1,332	$	(1,439	)	NM

	Six months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)
Restructuring	$	5,280	$	8,555	$	(3,275	)		(38	%)

36

Other Income (Expense)

The change in fair value of warrant liabilities consists of the fair value changes of the public, private placement, and Term Loan warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan (defined below) in 2022 and Credit Facility in 2021. Other income, net, consists of interest income earned on investments and gains (losses) on foreign currency.

	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Change in fair value of warrant liabilities	$	375		$	2,070		$	(1,695	)		(82	%)
Interest expense		(2,368	)		(3	)		(2,365	)	NM
Other income (expense), net		411			189			222		NM

The decrease in change in fair value of warrant liabilities during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily resulted from a relatively lower decline in our stock price during the current quarter. The increase in interest expense was due to borrowings under the Term Loan during the three months ended June 30, 2023 compared to no borrowings outstanding during the three months ended June 30, 2022. The increase in other income was primarily due to higher interest income as a result of higher interest rates on our cash balances.

	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Change in fair value of warrant liabilities	$	432		$	2,334		$	(1,902	)		(81	%)
Interest expense		(4,699	)		(22	)		(4,677	)	NM
Other income, net		980			125			855		NM

The decrease in change in fair value of warrant liabilities during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily resulted from a relatively lower decline in our stock price during the current period. The increase in interest expense was due to borrowings under the Term Loan during the six months ended June 30, 2023 compared to no borrowings outstanding during the six months ended June 30, 2022. The increase in other income was primarily due to higher interest income as a result of higher interest rates on our cash balances.

37

Income Tax (Provision) Benefit

Income tax (provision) benefit consists of income taxes related to U.S. federal and state jurisdictions as well as those foreign jurisdictions where we have business operations.

	Three months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)
Income tax benefit	$	12	$	281	$	(269	)		(96	%)

The income tax benefit decrease for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily driven by changes in our projected net deferred taxes after valuation allowance and a decrease in the net expense from discrete events.

	Six months ended June 30,
	2023			2022		$ Change			% Change
	(dollars in thousands)
Income tax (provision) benefit	$	(36	)	$	987	$	(1,023	)	NM

The income tax provision increase for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily driven by changes in our projected net deferred taxes after valuation allowance and a decrease in the net expense from discrete events.

38

Liquidity and Capital Resources

	Six months ended June 30,
	2023			2022
	(in thousands)
Net cash used in operating activities	$	(14,367	)	$	(33,256	)
Net cash used in investing activities		(5,030	)		(19,222	)
Net cash (used in) provided by financing activities		(2,400	)		2,660

As of June 30, 2023, we had cash and cash equivalents totaling $58.7 million.

Net cash used in operating activities was $14.4 million and $33.3 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in cash used in operating activities during the six months ended June 30, 2023, compared to the prior year period, was primarily due to a decrease in net loss of $60.5 million and an increase in cash received attributable to deferred revenue of $11.2 million partially offset by a decrease in provision for inventory and inventory purchase commitments of $26.9 million and a decrease in depreciation and amortization expense of $22.1 million.

Net cash used in investing activities was $5.0 million and $19.2 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in net cash used in investing activities was due to a decrease in capital expenditures due to increased focus by management on capital expenditures, in particular related to technology. The current decrease of capital expenditures as compared to the prior period is expected to continue in future periods.

Net cash used in financing activities was $2.4 million for the six months ended June 30, 2023 compared to net cash provided by financing activities of $2.7 million for the six months ended June 30, 2022. The change in net cash from financing activities was primarily due to taxes associated with the vesting of restricted stock during the six months ended June 30, 2023 and debt repayments on our Term Loan compared to proceeds from stock option exercises during the six months ended June 30, 2022.

On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”). Obligations under the Financing Agreement are guaranteed by the Guarantors, and secured by a lien on and security interest in substantially all of the assets of the Borrower and the Guarantors (together with the Borrower, the “Loan Parties”), subject to customary exceptions. As of June 30, 2023, the principal balance outstanding under the Term Loan was $50.1 million. On July 24, 2023 the Company and Blue Torch entered into the Second Amendment. In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million (which was classified as a current obligation at June 30, 2023). During the three and six months ended June 30, 2023, the Term Loan was a secured overnight financing rate ("SOFR") loan, with an effective interest rate of 18.69% and a cash interest rate of 12.12%.

The Financing Agreement contains financial covenants, customary representations, warranties, covenants and customary events of default. We were in compliance with the financial covenants, including amendments to the minimum revenue financial covenant in the Second Amendment, as of June 30, 2023. See Note 9, Debt, for additional information on the Term Loan. See Note 16, Subsequent Events, for additional information on the amendments to the Term Loan including amendments to the financial covenants and the maturity date of the Term Loan.

As of June 30, 2023, we have $30.9 million of lease obligations and purchase commitments associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. See Note 8, Commitments and Contingencies, for discussion of our contractual commitments that are primarily due within the next year.

39

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth and overall economic conditions. We continue to assess and efficiently manage our working capital, and expect to generate additional liquidity through continued cost control initiatives. We believe that existing cash and cash equivalents and cost control initiatives will provide the Company with sufficient liquidity to meet our anticipated cash needs, including debt service requirements, for the next twelve months as well as for the longer-term (i.e., beyond the next twelve months).

We may explore additional equity financing to supplement our anticipated working capital balances and further strengthen our financial position, but do not at this time know which form it will take or what the terms will be. The sale of additional equity would result in additional dilution to our shareholders. There can be no assurances that we will be able to raise additional capital in amounts or on terms acceptable to us.

Critical Accounting Policies and Estimates

There have been no material changes to the Company's critical accounting policies and estimates discussed in the 2022 Annual Report on Form 10-K in Item 7 under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates other than noted below.

Goodwill and Long-Lived Assets Impairment

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually at October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. We carry our definite-lived intangible assets at cost less accumulated amortization. If an event or change in circumstances occurs that indicates the carrying value may not be recoverable, we would evaluate our definite-lived intangible assets for impairment at that time.

We test goodwill for impairment at a level within the Company referred to as the RU. Due to the continued sustained decline in our market capitalization and macroeconomic factors observed during the three months ended June 30, 2023, we performed an interim test for impairment of our goodwill.

In performing the interim impairment test for goodwill, we elected to bypass the qualitative assessment and proceeded to performing the quantitative test. We compared the carrying value of the RU to its estimated fair value. Fair value is estimated using a combination of a market approach and an income approach, with significant assumptions related to guideline company financial multiples used in the market approach and significant assumptions about revenue growth, long-term growth rates, and discount rates used in a discounted cash flow model in the income approach. As of June 30, 2023, the RUs fair value exceeded the carrying value by approximately 11%.

Due to reduced revenue and margin forecasts we tested the related asset group for recoverability as of June 30, 2023. In testing for recoverability, we compared the carrying value of the asset group to its forecasted undiscounted cash flows to determine whether it was recoverable. Because the carrying value of the asset group did not exceed its future undiscounted cash flows, we then calculated the fair value of the assets within the asset group. The fair value of the formulae intangible assets, which is the long-lived asset within the asset group, was calculated to be greater than its carrying value. As a result, no impairment was recognized.

Management will continue to monitor its RU for changes in the business environment that could impact its fair value. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our RU may include supply chain disruptions and demand for at-home fitness solutions; adverse macroeconomic conditions; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and our subscriber growth rates. Changes in any of the assumptions used in the valuation of the RU, or changes in the business environment could materially affect the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge.

Recent Accounting Pronouncements

See Note 1, Description of Business and Summary of Significant Accounting Policies, of the notes to our unaudited condensed consolidated financial statements included elsewhere in this Report for recently adopted accounting pronouncements.

40

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Risk

We are exposed to foreign currency exchange risk related to transactions in currencies other than the U.S. Dollar, which is our functional currency. Our foreign subsidiaries, sales, certain inventory purchases and operating expenses expose us to foreign currency exchange risk. For the six months ended June 30, 2023 and 2022, approximately 10% of our revenue was in foreign currencies. These sales were primarily denominated in Canadian dollars and British pounds.

We use derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on our net cash flows. We primarily enter into option contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses and intercompany transactions not denominated in the local currencies of our foreign operations. We designate some of these instruments as cash flow hedges and record them at fair value as either assets or liabilities within the consolidated balance sheets. Some of these instruments are freestanding derivatives for which hedge accounting does not apply.

Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue.

A hypothetical 10% change in exchange rates, with the U.S. dollar as the functional and reporting currency, would not result in a material increase or decrease in cost of revenue and operating expenses due to the derivative instruments we use to hedge any foreign currency exposure.

The aggregate notional amount of foreign exchange derivative instruments at June 30, 2023 and year ended December 31, 2022 was $15.4 million and $17.6 million, respectively.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2023. Based upon that evaluation, as a result of the material weaknesses identified in our 2022 Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

Changes in Internal Control Over Financial Reporting

We continue to be in the process of implementing changes, as more fully described in our 2022 Form 10-K, to our internal control over financial reporting to remediate the material weaknesses as described in our 2022 Form 10-K.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. There have been no material changes from the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

41

Item 1A. Risk Factors.

There have been no material developments with respect to the information previously reported under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These risk factors describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could otherwise result in changes that differ materially from our expectations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Issuer Repurchase of Equity Securities.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

None.

42

Item 6. Exhibits.

Exhibit		Incorporated by Reference				Filed or Furnished herewith
		Form	Exhibit	Filing Date	File No.
3.1	Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.	8-K	3.1	7/1/2021	001-39735
3.2	Amended and Restated Bylaws of The Beachbody Company, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 1, 2021).	8-K	3.2	7/1/2021	001-39735
4.1	Amended and Restated Form of Warrant.					*
10.1	Financing Agreement, dated August 8, 2022, by and among Beachbody, LLC, a Delaware limited liability company, The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent from time to time party thereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and Blue Torch Finance, LLC, as collateral agent and as administrative agent for the Lenders.	10-Q	10.2	8/8/2022	001-39735
10.2+	Amendment No. 1 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.					*
10.3+	Amendment No. 2 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.	8-K	10.1	7/26/2023	001-39735
10.4^	The Beachbody Company, Inc. Deferred Compensation Plan for Directors	10-K	10.10	3/16/2023	001-39735
10.5^	Offer Letter, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston	8-K	10.1	6/15/2023	001-39735
10.6^	The Beachbody Company, Inc. 2023 Employment Inducement Incentive Award Plan.	8-K	10.2	6/15/2023	001-39735
10.7^	Option Agreement under 2023 Employee Inducement Incentive Award Plan, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston	8-K	10.3	6/15/2023	001-39735
10.8^	Forfeiture Agreement, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Carl Daikeler	8-K	10.4	6/15/2023	001-39735
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)					*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)					*
32.1	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350					**
101.INS	Inline XBRL Instance Document					*
101.SCH	Inline XBRL Taxonomy Extension Schema Document					*
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document					*
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document					*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

43

* Filed herewith

** Furnished herewith.

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the SEC upon request.

^ Indicates management contract or compensatory plan.

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SIGNATURES

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 thereunto duly authorized.

	The Beachbody Company, Inc.
Date: August 8, 2023	By:	/s/ Carl Daikeler
		Carl Daikeler
		Chief Executive Officer
		(Principal Executive Officer)
Date: August 8, 2023	By:	/s/ Marc Suidan
		Marc Suidan
		Chief Financial Officer
		(Principal Financial Officer)

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EX-4.1

Exhibit 4.1

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.4 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

AMENDED AND RESTATED WARRANT TO PURCHASE STOCK

Company: The Beachbody Company, Inc., a Delaware corporation

Number of Shares: [  ], subject to adjustment as provided herein

Class: Class A Common Stock, $0.0001 par value per share

Warrant Price: $0.41 per Share, subject to adjustment as provided herein

Original Issue Date: August 8, 2022

Amended and Restated Date: July 24, 2023

Expiration Date: August 8, 2029 See also Section 5.1(c).

THIS AMENDED AND RESTATED WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable consideration, [  ] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to the number set forth above, of fully paid and non-assessable shares (subject to adjustment as provided herein, the “Shares”) of Class A Common Stock (“Class A Common Stock”) of The Beachbody Company, Inc., a Delaware corporation (the “Company”) at a purchase price per share of $0.41 (“Warrant Price”), all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant amends and restates in its entirety that certain Warrant to Purchase Stock, dated as of the Original Issue Date (the “Original Warrant”) and is effective as of the Original Issue Date. Upon the effectiveness of this Warrant, the Original Warrant shall be of no further force or effect.

Section 1EXERCISE.

1.1Method of Exercise. Holder may at any time and from time to time exercise this Warrant, for all or any part of the unexercised Vested Shares (as defined below), by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 via delivery in accordance with Section 5.9

and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Vested Shares equal to the value of this Warrant, or portion thereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y(A-B)/A

where:

X = the number of Vested Shares to be issued to the Holder;

Y = the number of Vested Shares with respect to which this Warrant is being exercised (inclusive of the Vested Shares surrendered to the Company in payment of the aggregate Warrant Price);

A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B = the Warrant Price.

1.3Fair Market Value. Except in the event of an exercise in connection with an Acquisition, if shares of Class A Common Stock are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the “Fair Market Value” of a Share shall be (i) the closing price or last sale price of a share of Class A Common Stock reported for the Business Day immediately before the date of determination (which, for the avoidance of doubt, in the case of a cashless exercise pursuant to Section 1.2, shall be the date on which the Holder delivers this Warrant together with its Notice of Exercise to the Company) or (ii) solely for purposes of Section 2.1, in the case of an underwritten public offering, the price per share in such offering. If shares of Class A Common Stock are not then traded in a Trading Market, the “Fair Market Value” of a Share shall be determined in good faith by the Board of Directors of the Company (the “Board”); provided, that if Holder disagrees with the Fair Market Value as determined by the Board, Holder may require a determination of the Fair Market Value to be made by a nationally recognized investment banking, accounting or valuation firm that is not affiliated with Holder, in which case, the determination of such firm shall be final and conclusive. The documented out-of-pocket fees and expenses incurred in obtaining such valuation shall be borne by the Company.In the event that this Warrant is exercised in connection with an Acquisition, the Fair Market Value per Share shall be the consideration to be paid or distributed in respect of each share of Class A Common Stock of the Company in connection with such Acquisition.

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1.4Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, the Company shall issue a new warrant representing the Shares not so acquired, and such new warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 1.5, the Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Original Issue Date, and (iv) shall have the same rights and conditions as this Warrant.

1.5Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6Treatment of Warrant Upon Acquisition of Company.

(a)Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; (ii) any merger, business combination or consolidation of the Company into or with another Person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) the acquisition by any person or group of related persons (as defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of shares representing a majority of the Company’s then-total outstanding combined voting power.

(b)Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), and the fair market value of one Share as determined in accordance with Section 1.3 above (assuming for such purposes that this Warrant and the Notice of Exercise were delivered to the Company on the date of the closing of such Cash/Public Acquisition) would be greater than the an amount equal to lesser of (i) the Warrant Price and (ii) the Black-Scholes Adjusted Warrant Price (as defined below), in each case in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all

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Shares, then this Warrant shall automatically be deemed to be a cashless exercise pursuant to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition, with such number of shares of Class A Common Stock which would have been so issuable to be determined by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the quotient by C as set forth in the following equation:

X=A-B×CA

where:

X = the number of shares of Class A Common Stock issuable upon exercise pursuant to this Section 1.6(b).

A = the amount of Sale Consideration payable per share of Class A Common Stock of the Acquisition, (i) with such amount expressed in U.S. dollars and, if applicable, rounded to the nearest whole cent, and (ii) with any non-cash portion of such Sale Consideration valued at the value attributed thereto in the Acquisition.

B = the lesser of (i) the Warrant Price and (ii) the Black-Scholes Adjusted Warrant Price.

C = the number of shares of Class A Common Stock as to which this Warrant is exercisable after giving effect to Section 5.1(a)(2) (prior to payment of the Warrant Price).

In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with the Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.

(c)Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant (after giving effect to Section 5.1(a)(2)) as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

(d)As used in this Warrant:

(1)“Black-Scholes Adjusted Warrant Price” means if the Black-Scholes Value Per Share is greater than the Current Value, the result of (A) the then current Warrant Price less (B) the result of (i) the Black-Scholes Value Per Share less (ii) the Current Value, provided that in no event shall the

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Black-Scholes Adjusted Warrant Price be less than the then current par value per share of Class A Common Stock. If the Black-Scholes Value Per Share is equal to or less than the Current Value, there shall be no Black-Scholes Adjusted Warrant Price.

(2)“Black-Scholes Value” means the fair market value of this Warrant on the date of consummation of the applicable Acquisition in accordance with the Black-Scholes model for valuing options, using (A) a risk free rate equal to the annual yield on the U.S. Treasury security with a maturity date closest to the Expiration Date, as the yield on that security exists as of such date, (B) a term equal to the time in years (rounded to the nearest 1/1000th of a year) from such date until the Expiration Date, (C) an assumed volatility based on the 90-day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, (D) an underlying security price for the Class A Common Stock equal to the value of the consideration received in such Acquisition in respect of each outstanding share of Class A Common Stock and (E) the aggregate number of shares of Class A Common Stock for which such Warrant is then exercisable after giving effect to Section 5.1(a)(2).

(3)“Black-Scholes Value Per Share” means with respect to this Warrant, the Black-Scholes Value divided by the number of shares of Class A Common Stock for which this Warrant is then exercisable (without giving effect to any reduction due to cashless exercise).

(4) “Common Stock” means any class of common stock of the Company.

(5)“Current Value” means the difference between (A) sum of the price per share of Common Stock being offered in cash in the applicable Acquisition (if any) plus the fair market value of the non-cash consideration being offered with respect to each share of Class A Common Stock in the applicable Acquisition (if any); and (B) the then current Warrant Price

(6)“Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or

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regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

(e)Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Shares, the Company shall promptly issue to the Holder the number of Shares that are not disputed and resolve such dispute in accordance with Sections 5.14, 5.15, and 5.16.

Section 2ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1Adjustment to Number of Shares Upon Issuance of Common Stock. Except in the case of (x) Common Stock issued by the Company in connection with any Excluded Securities and (y) an event described in either Sections 2.4 or 2.5, if the Company shall, at any time or from time to time after the Original Issue Date, issue or sell any shares of Common Stock or is deemed to have issued or sold any shares of Common Stock pursuant to Section 2.1(c), in each case without consideration or for consideration or having a combined purchase and conversion, exchange or exercise price of less than the Fair Market Value (as determined in accordance with Section 1.3 above) of such Common Stock in effect immediately prior to such issuance or sale, then immediately upon such issuance or sale (or deemed issuance or sale), the number of Shares issuable upon exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) shall be increased to a number of Shares equal to the product obtained by multiplying the number of Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale (or deemed issuance or sale) by a fraction (which shall in no event be less than one): (x) the numerator of which shall be the Common Stock Deemed Outstanding as of immediately after such issuance or sale (or deemed issuance or sale); and (y) the denominator of which shall be the sum of (A) the Common Stock Deemed Outstanding as of immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Warrant Price in effect immediately prior to such issuance or sale. For the purposes of any adjustment of the number of shares of Common Stock issuable upon exercise of a Warrant pursuant to this Section 2, the following provisions shall be applicable:

(a)In the case of the issuance or sale of shares of Common Stock, Options or Convertible Securities for cash, the amount of the consideration received by the Company shall be deemed to be the amount of the gross cash proceeds received by the Company for such securities before deducting from such amount any discounts or commissions allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale of such Common Stock, Options or Convertible Securities.

(b)In the case of the issuance or sale of shares of Common Stock, Options or Convertible Securities (other than upon the conversion of units or other securities of the Company) for consideration in whole or in part other than cash, including securities acquired in exchange for such shares of Common Stock, Options or Convertible Securities (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof.

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(c)In the case of the issuance of Convertible Securities or Options (in each case, whether or not at the time so convertible, exchangeable or exercisable): (A) the aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise of such Convertible Securities or Options shall be deemed to have been issued at the time such Convertible Securities or Options are issued and for consideration equal to the consideration (determined in the manner provided in this Section 2.1), if any, received by the Company upon the issuance or sale of such Convertible Securities or Options plus the minimum purchase price provided in such Convertible Securities or Options for shares of Common Stock issuable upon conversion, exchange or exercise by such Convertible Securities or Options; and (B) if the number of shares of Common Stock issuable upon exercise of a Warrant shall have been adjusted upon the issuance or sale of any Convertible Securities or Options, no further adjustment of the number of shares of Common Stock issuable upon exercise of a Warrant shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange of such Convertible Securities or Options.

2.2Record Date. For purposes of any adjustment to the Warrant Price or the number of Shares in accordance with this Section 2, in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

2.3Adjustments for Dividends or Distributions. Subject to the provisions of this Section 2.3, if the Company shall, at any time or from time to time after the Original Issue Date, make or declare, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or any other distribution payable in securities of the Company (other than a dividend or distribution of shares of Common Stock, Options or Convertible Securities in respect of outstanding shares of Common Stock), cash or other property, then, and in each such event, provision shall be made so that the Holder shall receive upon exercise of this Warrant, in addition to the number of Shares receivable thereupon, the kind and amount of securities of the Company, cash or other property which the Holder would have been entitled to receive had this Warrant been exercised in full into Shares on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the date on which the Holder delivers this Warrant together with its Notice of Exercise to the Company, retained such securities, cash or other property receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Holder; provided, that no such provision shall be made if the Holder receives, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities, cash or other property in an amount equal to the amount of such securities, cash or other property as the Holder would have received if this Warrant had been exercised in full into Shares on the date of such event.

2.4Adjustment to Warrant Price and Shares Upon Stock Dividend, Splits. If the Company declares or pays a dividend or distribution on the outstanding shares of Class A Common Stock payable in additional shares of Class A Common Stock or other securities or property (other than

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cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of Class A Common Stock by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of Class A Common Stock are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.5Adjustment to Warrant Price and Shares Upon Reorganization, Reclassification or Similar Transaction. Subject to Section 1.6, in the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) Acquisition or (iv) other similar transaction (other than any such transaction covered by Section 2.4, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, Acquisition or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, Acquisition or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, Acquisition or similar transaction and acquired the applicable number of Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant, including the vesting provisions set forth in Section 5.1(a)); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder's rights under this Warrant to insure that the provisions of this Section 2 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any Acquisition or similar transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment in the Warrant Price to the value per share for the Common Stock reflected by the terms of such Acquisition or similar transaction, and a corresponding immediate adjustment to the number of Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Warrant Price in effect immediately prior to such Acquisition or similar transaction). The provisions of this Section 2.5 shall similarly apply to successive reorganizations, reclassifications, Acquisitions or similar transactions. The Company shall not effect any such reorganization, reclassification, Acquisition or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, Acquisition or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.

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2.6No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of this Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (a) the Fair Market Value (as determined in accordance with Section 1.3 above) of a full Share, less (b) the then-effective Warrant Price.

2.7Certain Repurchases of Common Stock. In case the Company effects a Pro Rata Repurchase of shares of the Class A Common Stock, then:

(a)the Warrant Price shall be adjusted to the price determined by multiplying the Warrant Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction of which the numerator shall be (x) the product of (1) the number of shares of the Class A Common Stock outstanding immediately before such Pro Rata Repurchase and (2) the Fair Market Value of a share of the Class A Common Stock, as determined in accordance with Section 1.3 above (assuming for such purposes that this Warrant and the Notice of Exercise were delivered on the date of the first public announcement by the Company or any of its affiliates of the intent to effect such Pro Rata Repurchase), minus (y) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (1) the number of shares of the Class A Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of the Class A Common Stock so repurchased and (2) the Fair Market Value per share of the Class A Common Stock, as determined in accordance with Section 1.3 above (assuming for such purposes that this Warrant and the Notice of Exercise were delivered on the date of the first public announcement by the Company or any of its affiliates of the intent to effect such Pro Rata Repurchase); and

(b)the number of Vested Shares issuable upon the exercise of the Warrant shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Vested Shares issuable upon the exercise of the Warrant before such adjustment, and (2) the Warrant Price in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment by (y) the new Warrant Price determined in accordance with Section 2.7(a).

2.8Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

Section 3REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(a)The Company is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware.

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(b)The Company has all corporate power and authority to execute this Warrant and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Warrant, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and assuming due authorization, execution and delivery of this Warrant by the Holder, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)None of the execution and delivery of this Warrant, the consummation of the transactions contemplated herein or the performance of and compliance with the terms and provisions hereof will: (i) violate or conflict with any provision of the Company’s certificate of incorporation or bylaws; (ii) violate any law, regulation, order, writ, judgment, injunction, decree or permit applicable to it; (iii) violate or conflict with any material contractual provisions of, or cause an event of default or give rise to any right of acceleration under any agreement, instrument or contract the breach of which or default thereunder is reasonably likely to result in a material adverse effect to the Company; or (iv) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to its properties.

(d)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or other Person (or group of Persons) is required in connection with the execution, delivery or performance of this Warrant, except for any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act or such filings as may be required under state securities laws.

(e)All Shares which may be issued upon the exercise of this Warrant shall, upon issuance in accordance with the terms hereof (including, without limitation, payment of the aggregate Warrant Price in the manner described in Sections 1.1 or 1.2 above), be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein, or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of Class A Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant.

3.2Notice of Certain Events. If the Company proposes at any time to:

(a)declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b)offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c)effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class; or

(d)effect an Acquisition or agreement to liquidate, dissolve or wind up;

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then, in connection with each such event, the Company shall give Holder:

(1)in the case of the matters referred to in clauses (a) and (b) above, at least five (5) Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any; and

(2)in the case of the matters referred to in clauses (c) and (d) above, at least five (5) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice).

Section 4REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act, except pursuant to sales registered or exempted under the Act.

4.2Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

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4.5The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

4.6No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

Section 5MISCELLANEOUS.

5.1Vesting; Term; Automatic Cashless Exercise Upon Expiration.

(a)Vesting.

(1)Subject to clause (2) of this Section 5.1(a), the Shares shall vest on a monthly basis as follows:

a.On September 8, 2022, this Warrant shall vest as to and may be exercised for [●] Shares; and on the 8th day of each of the following eleven months, this Warrant shall vest as to and may be exercised for an additional [●]1 Shares;

b.On September 8, 2023 and on the 8th day of each of the following eleven months, this Warrant shall vest as to and may be exercised for an additional [●]1 Shares;

c.On September 8, 2024 and on the 8th day of each of the following eleven months, this Warrant shall vest as to and may be exercised for an additional [●] Shares; and

d.On September 8, 2025 and on the 8th day of each month thereafter, this Warrant shall vest as to and may be exercised for an additional [●]2 Shares, until fully vested.

(2)If prior to the date on which this Warrant is fully vested, the Company consummates an Acquisition (the date of such Acquisition, the “Acceleration Date”), then effective immediately prior to the Acceleration Date, this Warrant shall be deemed to have vested fully and be exercisable for the maximum number of Shares described in Section 1.

(b)Term. Subject to the provisions of Section 1.6, this Warrant is exercisable for all or any part of the unexercised Vested Shares at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.

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(c)Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the Fair Market Value of one Share as determined in accordance with Section 1.3 is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 as to all Shares for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares issued upon such exercise to Holder.

5.2Withholding. Notwithstanding anything in this Warrant or the Financing Agreement, dated as the Original Issue Date, as amended on July 24, 2023, by and among Beachbody, LLC, the Company as a Guarantor, the other Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Blue Torch Finance, LLC, as Administrative Agent and Collateral Agent (as amended, the “Financing Agreement”) to the contrary, the Company shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts or property payable or deliverable to the Holder pursuant to this Warrant such amounts as are required to be deducted or withheld under applicable law with respect to the Warrant (and the Company shall be entitled to withhold, for the avoidance of doubt, from any amounts or property that are payable or deliverable with respect to the Warrant that are subsequent to the payment or delivery or other circumstance that gave rise to the requirement to deduct or withhold under applicable law).

5.3Legends. Each certificate evidencing Shares shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN AMENDED AND RESTATED WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO [  ] DATED JULY 24, 2023, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.4Compliance with Securities Laws on Transfer. This Warrant and the Shares may be transferred or assigned in whole or in part by the Holder at any time without the consent of the Company, provided that (i) such transfer is in compliance with applicable federal and state securities laws by the transferor; and (ii) any holder with respect to the Warrant shall deliver (and shall at all times be eligible to deliver) a duly executed and valid IRS Form W-9, W-8BEN, W-8BEN E, W-8ECI, W-8IMY (with necessary attachments) or W-8EXP (in each case, as applicable) (and any transfer not in compliance with this Section 5.4 shall be void ab initio). Any transferee of this Warrant or any portion hereof, by their acceptance of this Warrant, is deemed to agree to be bound by the terms and conditions of this Warrant, including, without limitation, the representations and warranties of the Holder in Section 4. The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.

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Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.5Transfer Procedure. Subject to the provisions of Section 5.4 and upon providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares to any transferee, provided, however, in connection with any such transfer, Holder will give the Company notice of the portion of this Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); provided, further, that the transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant.

5.6Certain Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

(a)“Common Stock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Common Stock actually outstanding at such time, plus (b) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly owned subsidiaries.

(b)“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

(c)“Excluded Securities” means any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2.1: (i) to officers, employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to an employee benefit or stock purchase plan or agreement which is in effect on the date of this agreement or has been approved by a majority of the non-employee members of the Board, pursuant to which the Company’s securities may be issued or sold to any employee, officer, consultant or director, (ii) upon exercise of this Warrant, (iii) upon conversion, exercise or exchange of any Options or Convertible Securities (as any adjustment will be made at the time of issuance or amendment of such Options or Convertible Securities pursuant to Section 2.1); and (iv) as consideration in connection with the acquisition of all or a controlling interest in another business (whether by merger, purchase of stock or assets or otherwise) if such issuance is approved by the Board.

(d)“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

(e)“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

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(f)“Pro Rata Repurchase” means any purchase of shares of the Class by the Company or any affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of shares of the Class A Common Stock, in the case of both of the foregoing clauses (i) or (ii), whether for cash, shares of the Class A Common Stock, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of the Class, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “effective date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer that is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

(g)“Vested Shares” means the Shares that have become vested and exercisable in accordance with Section 5.1(a).

5.7No Impairment. The Company shall not, by amendment of its organizational documents, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this Warrant.

5.8Investment Unit. The Company and the Holder acknowledge and agree that the Term Loan (as defined in the Financing Agreement) made on the Effective Date (as defined in the Financing Agreement) and the Warrant, taken together, comprise an “investment unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and agree that the issue price of such investment unit shall be allocated between the Term Loan (as defined in the Financing Agreement) and the Warrant based on their relative fair market values as of the Original Issue Date, in accordance with Treasury Regulation Section 1.1273-2(h). For this purpose, the Company and the Holder agree that, as of the Effective Date (as defined in the Financing Agreement), the fair market value of the Warrant is $0. The Company and the Holder agree to file all applicable tax returns in a manner consistent with such allocation and not to take any position on any tax return or in any tax proceeding that is inconsistent with such allocation, unless otherwise required by a contrary “determination” within the meaning of Section 1313 of the Code.

5.9Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.9. All notices to Holder shall be addressed

15

as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

[  ]

150 East 58th Street, 18th Floor
New York, NY 10155

Attention: Sibyl Kavak

Email: skavak@bluetorchcapital.com

with a copy to:

Milbank LLP

2029 Century Park East, Suite 3300

Los Angeles, CA 90067

Attention: Jason Anderson; Al Pisa

Email: jtanderson@milbank.com; apisa@milbank.com

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

The Beachbody Company, Inc.
400 Continental Boulevard, Suite 400
El Segundo, CA 90245
Attention: Marc Suidan, Chief Financial Officer
Email: msuidan@beachbody.com

with a copy to:

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, CA 90067

Attention: Steven B. Stokdyk

Email: steven.stokdyk@lw.com

5.10Amendments and Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.

5.11Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.12Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

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5.13Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment hereto.

5.14GOVERNING LAW. THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISION.

5.15Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

5.16Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

5.17Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.18Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which banks in New York, NY or Los Angeles, CA are closed.

5.19Cancellation of Original Warrant. Holder agrees and acknowledges that by entering into this Warrant, the Original Warrant shall be automatically cancelled and shall not be valid or exchangeable for cash, securities or other property of the Company.

5.20Effectiveness. Holder and the Company agree and acknowledge that this Warrant shall govern and be considered effective as of the Original Issue Date.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties have caused this Amended and Restated Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Amended and Restated Date written above.

THE BEACHBODY COMPANY, INC.

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By:

Name:

Title:

Agreed and Accepted:

[●]

By:

Name:

Title:

APPENDIX 1

NOTICE OF EXERCISE

1.The undersigned Holder hereby exercises its right to purchase ___________ shares of Class A Common Stock of _______________________ (the “Company”) in accordance with the attached Warrant To Purchase Stock (the “Warrant”), and tenders payment of the aggregate Warrant Price for such shares as follows:

[ ] Check in the amount of $___________ payable to order of the Company enclosed herewith

[ ] Wire transfer of immediately available funds to the Company’s account

[ ] Cashless exercise pursuant to Section 1.2 of the Warrant

[ ] Other [Describe] __________________________________________

2.Please issue a certificate or certificates representing the Shares in the name specified below:

Holder’s Name

(Address)

3.By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant as of the date hereof.

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HOLDER:

[_________________________]

By:

Name:

Title:

Date:

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EX-10.2

Exhibit 10.2

Exhibit 10.2

AMENDMENT NO. 1 TO Financing AGREEMENT

This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”) dated as of October 4, 2022 (the “First Amendment Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

WHEREAS, the Borrower, the Parent, the other Guarantors and the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent are party to that certain Financing Agreement, dated as of August 8, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”).

NOW THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Financing Agreement, after giving effect to this Agreement, are used herein as defined therein. This Agreement shall constitute a Loan Document for all purposes of the Financing Agreement and the other Loan Documents.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, effective as of the First Amendment Effective Date:

(a) The definition of “Excluded Account” set forth in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety as follows:

““Excluded Account” means (A) any deposit account or any other accounts which (i) are used for the sole purpose of making payroll, payroll and withholding Tax payments related thereto (the employee portion thereof) and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, bonuses, benefits and expense reimbursements), (ii) are used for the sole purpose of paying Taxes, including payroll, withholding and sales or similar Taxes and Tax Distributions, (iii) are zero balance deposit accounts, (iv) constitute custodian, trust, fiduciary or other escrow accounts or collateral accounts established for the benefit of third parties in the ordinary course of business in connection with transactions permitted hereunder, or (v) are accounts that contain amounts which do not exceed a balance of $10,000 per such account or $50,000 for all such accounts in the aggregate or (B) (i) that certain deposit account identified as number 55519203 established and maintained at Bank of America, N.A. for Team Beachbody Canada, LP and (ii) that certain deposit account identified as number 56969209 established and maintained at Bank of America, N.A. for Myx Fitness, LLC, solely for so long as the average balance on deposit therein over any four-week period shall not exceed the Dollar equivalent of $4,000,000 in the aggregate, which average balance shall be measured on and as of the date of delivery of each weekly Liquidity report delivered (or required to be delivered) pursuant to Section 7.01(a)(v)

(beginning with the first such report immediately following the First Amendment Effective Date) on a trailing four week basis (by calculating the average of the balance on deposit in such accounts on the date of such weekly Liquidity report and on the date of each of the three most recent weekly Liquidity reports delivered (or required to be delivered) pursuant to Section 7.01(a)(v) prior to such date), in each case, as evidenced by such report.”

(b) The definition of “Qualified Cash” set forth in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety as follows:

““Qualified Cash” means, as of any date of determination, the aggregate amount of unrestricted cash on-hand of the Loan Parties maintained in deposit accounts in the name of a Loan Party in the United States or Canada as of such date, which deposit accounts are subject to Control Agreements; provided, that prior to the date that is 60 days after the Effective Date (or such later date as agreed to by the Collateral Agent in its sole discretion) so long as the Loan Parties are using commercially reasonable efforts to put in place such Control Agreements, such unrestricted cash shall not be subject to the requirement to be subject to a Control Agreement prior to such date.”

(c) Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions in proper alphabetical order:

““First Amendment” means that certain Amendment No. 1, dated as of October 4, 2022, by and among the Borrower, the Parent, each other Loan Party party thereto, the Administrative Agent and the Lenders party thereto.”

““First Amendment Effective Date” means the First Amendment Effective Date, as such term is defined in the First Amendment.”

(d) Section 8.01(b) of the Financing Agreement is hereby amended by deleting the text “45 days” in each instance it appears therein and replacing it with the text “60 days”.

Section 3. Representations and Warranties. Each Loan Party represents and warrants to each Agent and the Lenders that, as of the date of this Agreement, after giving effect to the terms of this Agreement:

(a) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant thereto on or prior to the First Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties are true and correct in all respects) on and as of the First Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty is true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties are true and correct in all respects) on and as of such earlier date); and

(b) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or would result from this Agreement becoming effective in accordance with its terms.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective upon satisfaction of the following conditions:

2

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(a) Execution. The Agents (or their counsel) shall have received from the Borrower, the Parent and each Lender party to the Financing Agreement constituting Required Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agents (which may include telecopy or electronic transmission (e.g., “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; and

(b) First Amendment Effective Date Certificate. The Parent and the Borrower shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer of the Borrower certifying as to the matters specified in Sections 3(a) and (b).

Section 5. No Novation or Mutual Departure. The Borrower expressly acknowledges and agrees that there has not been, and this Agreement does not constitute or establish, a novation with respect to the Financing Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof, other than as specified herein. Except as otherwise expressed herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent, the Collateral Agent and the Lenders under the Financing Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Financing Agreement or any of the other Loan Documents. Except as set forth herein, the Financing Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each of the Parent and the Borrower hereby ratifies and confirms its obligations thereunder as of the date hereof. This Agreement shall not constitute a course of dealing between the Loan Parties, on the one hand, and the Administrative Agent, the Collateral Agent and the Lenders, on the other hand, at variance with the Financing Agreement or any other Loan Document such as to require further notice by the Administrative Agent, the Collateral Agent and the Lenders to any Loan Party to require strict compliance with the terms of the Financing Agreement and the other Loan Documents in the future, except as expressly set forth herein.

Section 6. Confirmation. Each Loan Party (a) confirms its obligations under the Loan Documents as of the date hereof, (b) confirms that its obligations under the Financing Agreement as modified and expanded hereby are entitled to the benefits of the pledges set forth in the Loan Documents, (c) confirms that its obligations under the Financing Agreement as modified and expanded hereby constitute Obligations and (d) agrees that the Financing Agreement as modified hereby is the Financing Agreement under and for all purposes of the Loan Documents. Each party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect as of the date hereof, and such Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents. Each Guarantor (a) confirms its guarantee obligations under the Financing Agreement as of the date hereof, (b) confirms that its obligations under the Financing Agreement as modified and expanded hereby are entitled to the benefits of the guarantee set forth in the Guaranty, and (c) confirms that its obligations under the Financing Agreement as modified and expanded hereby constitute “Obligations”. Each Loan Party, by its execution of this Agreement, hereby confirms that the Guaranteed Obligations shall remain in full force and effect as of the date hereof.

Section 7. Miscellaneous.

(a) This Agreement shall be limited as written and nothing herein shall be deemed to constitute an amendment or waiver of any other term, provision or condition of any of the Loan Documents in any other instance than as expressly set forth herein or prejudice any right or remedy that any Lender or any Agent may now have or may in the future have under any of the Loan Documents. Except as herein provided, the Financing Agreement shall remain unchanged and in full force and effect. This Agreement, the Financing Agreement, the Security Agreement and the other Loan Documents constitute the entire

3

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agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The provisions of Section 12.08 of the Financing Agreement are hereby incorporated herein, mutatis mutandis.

(b) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

(c) Each of the undersigned Lenders, by its execution hereof, authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver this Agreement upon the satisfaction of the conditions precedent described above (which shall be conclusively evidenced by such Lender’s execution hereof).

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

BORROWER:
BEACHBODY, LLC
By:	/s/ Carl Daikeler
	Name: Carl Daikeler
	Title: Chief Executive Officer
PARENT:
THE BEACHBODY COMPANY, INC.
By:	/s/ Carl Daikeler
	Name: Carl Daikeler
	Title: Chief Executive Officer
GUARANTORS:
MYX FITNESS, LLC OPENFIT, LLC LADDER, LLC TEAM BEACHBODY CANADA, LLC.
By:	/s/ Carl Daikeler
	Name: Carl Daikeler
	Title: Chief Executive Officer

4

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TEAM BEACHBODY CANADA LTD.
By:	/s/ Carl Daikeler
	Name: Carl Daikeler
	Title: Chief Executive Officer
OPENFIT CANADA, INC.
By:	/s/ Carl Daikeler
	Name: Carl Daikeler
	Title: Chief Executive Officer
TEAM BEACHBODY CANADA LIMITED PARTNERSHIP
	by its general partner, TEAM BEACHBODY CANADA LTD.
By:	/s/ Carl Daikeler
	Name: Carl Daikeler
	Title: Chief Executive Officer

5

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COLLATERAL AGENT AND ADMINISTRATIVE AGENT:
BLUE TORCH FINANCE, LLC
By:	/s/ Kevin Genda
	Name: Kevin Genda
	Title: CEO
LENDERS:
BTC HOLDINGS FUND II LLC
By:	Blue Torch Credit Opportunities Fund II LP, its sole member
By:	Blue Torch Credit Opportunities GP II LLC, its general partner
By:	KPG BTC Management LLC, its sole member /s/ Kevin Genda
	Name: Kevin Genda
	Title: CEO
BTC HOLDINGS SBAF FUND LLC
By:	Blue Torch Credit Opportunities SBAF Fund LP, its sole member
By:	Blue Torch Credit Opportunities SBAF GP LLC, its general partner
By:	KPG BTC Management LLC, its sole member /s/ Kevin Genda
	Name: Kevin Genda
	Title: CEO
BTC HOLDINGS KRS FUND LLC
By:	Blue Torch Credit Opportunities KRS Fund LP, its sole member
By:	Blue Torch Credit Opportunities KRS GP LLC, its general partner
By:	KPG BTC Management LLC, its sole member /s/ Kevin Genda
	Name: Kevin Genda
	Title: CEO

6

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BLUE TORCH CREDIT OPPORTUNITIES FUND II LP
By:	Blue Torch Credit Opportunities GP II LLC, its general partner
By:	KPG BTC Management LLC, its sole member /s/ Kevin Genda
	Name: Kevin Genda
	Title: CEO
BLUE TORCH CREDIT OPPORTUNITIES FUND III LP
By:	Blue Torch Credit Opportunities GP III LLC, its general partner
By:	KPG BTC Management LLC, its sole member /s/ Kevin Genda
	Name: Kevin Genda
	Title: CEO

7

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl Daikeler, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Beachbody Company, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2023	By:	/s/ Carl Daikeler
		Carl Daikeler
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc Suidan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Beachbody Company, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2023	By:	/s/ Marc Suidan
		Marc Suidan
		Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Beachbody Company, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2023	By:	/s/ Carl Daikeler
		Carl Daikeler
		Chief Executive Officer (Principal Executive Officer)

In connection with the Quarterly Report of The Beachbody Company, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2023	By:	/s/ Marc Suidan
		Marc Suidan
		Chief Financial Officer (Principal Financial Officer)

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 02, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	The Beachbody Company, Inc.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Central Index Key	0001826889
Entity File Number	001-39735
Entity Tax Identification Number	85-3222090
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Address, Address Line One	400 Continental Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	El Segundo,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	310
Local Phone Number	883-9000
Entity Shell Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BODY
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		176,234,868
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50
Trading Symbol	BODY WS
Security Exchange Name	NYSE
Common Class X [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		136,450,256

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 58,686	$ 80,091
Inventory, net	43,364	54,060
Prepaid expenses	8,549	13,055
Other current assets	48,619	39,248
Total current assets	159,218	186,454
Property and equipment, net	58,205	74,147
Content assets, net	29,193	34,888
Goodwill	125,166	125,166
Intangible assets, net	5,648	8,204
Right-of-use assets, net	4,033	5,030
Other assets	9,661	9,506
Total assets	391,124	443,395
Current liabilities:
Accounts payable	13,301	17,940
Accrued expenses	49,116	64,430
Deferred revenue	107,378	95,587
Current portion of lease liabilities	2,095	2,150
Current portion of Term Loan	16,250	1,250
Other current liabilities	3,356	3,283
Total current liabilities	191,496	184,640
Term Loan	25,836	39,735
Long-term lease liabilities, net	2,249	3,318
Deferred tax liabilities	137	181
Other liabilities	4,229	3,979
Total liabilities	223,947	231,853
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022
Additional paid-in capital	641,649	630,709
Accumulated deficit	(474,171)	(419,235)
Accumulated other comprehensive income (loss)	(333)	37
Total stockholders' equity	167,177	211,542
Total liabilities and stockholders' equity	391,124	443,395
Class A Common Stock [Member]
Stockholders' equity:
Common stock value	18	17
Class X Common Stock [Member]
Stockholders' equity:
Common stock value	14	14
Class C Common Stock [Member]
Stockholders' equity:
Common stock value

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,900,000,000	1,900,000,000
Class A Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	176,157,734	170,911,819
Common stock, shares outstanding	176,157,734	170,911,819
Class X Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	136,450,256	141,250,310
Common stock, shares outstanding	136,450,256	141,250,310
Class C Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

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Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Revenue	$ 134,948	$ 179,136	$ 279,849	$ 378,058
Cost of revenue:
Cost of revenue	52,204	91,867	105,765	197,772
Gross Profit	82,744	87,269	174,084	180,286
Operating expenses:
Selling and marketing	76,492	86,624	153,068	193,068
Enterprise technology and development	18,650	24,133	37,746	57,830
General and administrative	11,887	19,584	29,603	39,657
Restructuring	(107)	1,332	5,280	8,555
Total operating expenses	106,922	131,673	225,697	299,110
Operating loss	(24,178)	(44,404)	(51,613)	(118,824)
Other income (expense):
Change in fair value of warrant liabilities	375	2,070	432	2,334
Interest expense	(2,368)	(3)	(4,699)	(22)
Other income, net	411	189	980	125
Loss before income taxes	(25,760)	(42,148)	(54,900)	(116,387)
Income tax (provision) benefit	12	281	(36)	987
Net loss	$ (25,748)	$ (41,867)	$ (54,936)	$ (115,400)
Net loss per common share, basic	$ (0.08)	$ (0.14)	$ (0.18)	$ (0.38)
Net loss per common share, diluted	$ (0.08)	$ (0.14)	$ (0.18)	$ (0.38)
Weighted-average common shares outstanding- basic	314,311,797	307,204,999	311,740,463	306,786,192
Weighted-average common shares outstanding- diluted	314,311,797	307,204,999	311,740,463	306,786,192
Digital [Member]
Revenue:
Revenue	$ 65,214	$ 78,015	$ 129,987	$ 159,760
Cost of revenue:
Cost of revenue	16,336	18,406	31,303	34,831
Nutrition And Other [Member]
Revenue:
Revenue	64,628	90,516	138,748	188,180
Cost of revenue:
Cost of revenue	27,202	42,002	58,241	86,776
Connected Fitness [Member]
Revenue:
Revenue	5,106	31,459	11,114	30,118
Cost of revenue:
Cost of revenue	$ 8,666	$ 10,605	$ 16,221	$ 76,165

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Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (25,748)	$ (41,867)	$ (54,936)	$ (115,400)
Other comprehensive income (loss):
Change in fair value of derivative financial instruments, net of tax	(242)	35	(389)	(150)
Reclassification of (losses) gains on derivative financial instruments included in net loss	61	74	(26)	143
Foreign currency translation adjustment	35	(51)	45	(47)
Total other comprehensive income (loss)	(146)	58	(370)	(54)
Total comprehensive loss	$ (25,894)	$ (41,809)	$ (55,306)	$ (115,454)

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Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning balance at Dec. 31, 2021	$ 385,385	$ 31	$ 610,418	$ (225,043)	$ (21)
Beginning balance, Shares at Dec. 31, 2021		309,584,000
Net loss	(73,533)			(73,533)
Other comprehensive income (loss)	(112)				(112)
Equity-based compensation	4,564		4,564
Options exercised, net of tax withholdings	1,923		1,923
Options exercised, net of tax withholdings, Shares		1,132,000
Ending balance at Mar. 31, 2022	318,227	$ 31	616,905	(298,576)	(133)
Ending balance, shares at Mar. 31, 2022		310,716,000
Beginning balance at Dec. 31, 2021	385,385	$ 31	610,418	(225,043)	(21)
Beginning balance, Shares at Dec. 31, 2021		309,584,000
Net loss	(115,400)
Other comprehensive income (loss)	(54)
Ending balance at Jun. 30, 2022	280,156	$ 31	620,643	(340,443)	(75)
Ending balance, shares at Jun. 30, 2022		311,514
Beginning balance at Mar. 31, 2022	318,227	$ 31	616,905	(298,576)	(133)
Beginning balance, Shares at Mar. 31, 2022		310,716,000
Net loss	(41,867)			(41,867)
Other comprehensive income (loss)	58				58
Equity-based compensation	3,001		3,001
Equity-based compensation, Shares		210
Options exercised, net of tax withholdings	737		737
Options exercised, net of tax withholdings, Shares		588
Ending balance at Jun. 30, 2022	280,156	$ 31	620,643	(340,443)	(75)
Ending balance, shares at Jun. 30, 2022		311,514
Beginning balance at Dec. 31, 2022	211,542	$ 31	630,709	(419,235)	37
Beginning balance, Shares at Dec. 31, 2022		312,162,000
Net loss	(29,188)			(29,188)
Other comprehensive income (loss)	(224)				(224)
Equity-based compensation	9,555	$ 1	9,554
Equity-based compensation, Shares		9,736,000
Shares withheld for tax withholdings on vesting of restricted stock	(2,128)		(2,128)
Shares withheld for tax withholdings on vesting of restricted stock, Shares		(3,644,000)
Ending balance at Mar. 31, 2023	189,557	$ 32	638,135	(448,423)	(187)
Ending balance, shares at Mar. 31, 2023		318,254,000
Beginning balance at Dec. 31, 2022	211,542	$ 31	630,709	(419,235)	37
Beginning balance, Shares at Dec. 31, 2022		312,162,000
Net loss	(54,936)
Other comprehensive income (loss)	(370)
Ending balance at Jun. 30, 2023	167,177	$ 32	641,649	(474,171)	(333)
Ending balance, shares at Jun. 30, 2023		312,608
Beginning balance at Mar. 31, 2023	189,557	$ 32	638,135	(448,423)	(187)
Beginning balance, Shares at Mar. 31, 2023		318,254,000
Net loss	(25,748)			(25,748)
Other comprehensive income (loss)	(146)				(146)
Equity-based compensation	3,161	$ 1	3,160
Equity-based compensation, Shares		1,377
Forfeiture of shares per the Forfeiture Agreement		$ (1)	1
Forfeiture of shares per the Forfeiture Agreement , Shares		(8,000)
Issuance of shares due to Employee Stock Purchase Plan , Shares		982
Issuance of shares due to Employee Stock Purchase Plan	384		384
Shares withheld for tax withholdings on vesting of restricted stock	(31)		31
Shares withheld for tax withholdings on vesting of restricted stock, Shares		5
Ending balance at Jun. 30, 2023	$ 167,177	$ 32	$ 641,649	$ (474,171)	$ (333)
Ending balance, shares at Jun. 30, 2023		312,608

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (54,936)	$ (115,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	21,632	41,552
Amortization of content assets	11,020	13,180
Provision for inventory and inventory purchase commitments	5,072	32,019
Realized gains (losses) on hedging derivative financial instruments	(26)	143
Change in fair value of warrant liabilities	(432)	(2,334)
Equity-based compensation	12,716	7,565
Deferred income taxes	(121)	(1,143)
Amortization of Debt Issuance Costs	980
Paid-in-kind interest expense	746
Other non-cash items		311
Changes in operating assets and liabilities:
Inventory	6,037	28,400
Content assets	(5,325)	(11,940)
Prepaid expenses	4,506	5,545
Other assets	(8,912)	167
Accounts payable	(4,179)	(22,753)
Accrued expenses	(14,356)	(7,739)
Deferred revenue	12,221	1,000
Other liabilities	(1,010)	(1,829)
Net cash used in operating activities	(14,367)	(33,256)
Cash flows from investing activities:
Purchase of property and equipment	(5,030)	(19,222)
Net cash used in investing activities	(5,030)	(19,222)
Cash flows from financing activities:
Proceeds from exercise of stock options		2,968
Remittance of taxes withheld from employee stock awards		(308)
Debt repayments	(625)
Proceeds from issuance of common shares in the Employee Stock Purchase Plan	384
Tax withholding payments for vesting of restricted stock	(2,159)
Net cash (used in) provided by financing activities	(2,400)	2,660
Effect of exchange rates on cash and cash equivalents	392	(176)
Net decrease in cash and cash equivalents	(21,405)	(49,994)
Cash, cash equivalents and restricted cash, beginning of period	80,091	107,054
Cash, cash equivalents and restricted cash, end of period	58,686	57,060
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	2,958	17
Cash (received) paid during the period for income taxes, net	(46)	310
Supplemental disclosure of noncash investing activities:
Property and equipment acquired but not yet paid for	$ 128	$ 2,330

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Description Of Business And Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description Of Business And Summary Of Significant Accounting Policies

1. Description of Business and Summary of Significant Accounting Policies

Business

The Beachbody Company, Inc. (“BODi” or the “Company”) is a leading subscription health and wellness company and the creator of some of the world’s most popular fitness programs. The Company’s fitness programs are available for streaming through subscription to Beachbody On Demand (“BOD”) and, together with the Company’s live fitness and comprehensive nutrition programs, through subscription to Beachbody On Demand Interactive (“BODi”). During the three months ended March 31, 2023, the Company launched an improved BODi experience and began migrating all BOD-only members to BODi on their renewal dates. BODi offers nutritional products such as Shakeology nutrition shakes, BEACHBAR snack bars, and Ladder premium supplements, which have been designed and clinically tested to help customers achieve their goals. BODi also offers a professional-grade stationary cycle with a 360-degree touch screen tablet and connected fitness software. The Company’s revenue has historically been generated primarily through a network of micro-influencers (“Partners”) (previously known as “Coaches”), social media marketing channels, and direct response advertising. References to “Coaches” throughout this report have been updated to “Partners.”

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period.

Summary of Changes in Significant Accounting Estimates

Goodwill and Long-Lived Assets, Net

Interim Impairment Test

Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of June 30, 2023 the Company has no indefinite-lived intangible assets.

Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment.

Long-Lived Assets

Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

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Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

2. Revenue

The Company’s revenue disaggregated by geographic region is as follows (in thousands):

	Three months ended June 30,
	2023		2022
Geographic region:
United States	$	121,067	$	160,021
Rest of world1		13,881		19,115
Total revenue	$	134,948	$	179,136

	Six months ended June 30,
	2023		2022
Geographic region:
United States	$	251,944	$	338,628
Rest of world1		27,905		39,430
Total revenue	$	279,849	$	378,058

(1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022.

The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the unaudited condensed consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Deferred Revenue

Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. During the three and six months ended June 30, 2023, the Company recognized $24.8 million and $77.9 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2022. During the three and six months ended June 30, 2022, the Company recognized $25.6 million and $88.1 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2021.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

	June 30, 2023
	Level 1		Level 2		Level 3
Assets
Derivative assets	$	—	$	50	$	—
Total assets	$	—	$	50	$	—
Liabilities
Public warrants	$	461	$	—	$	—
Private placement warrants		—		—		53
Term Loan warrants		—		—		802
Total liabilities	$	461	$	—	$	855
	December 31, 2022
	Level 1		Level 2		Level 3
Assets
Derivative assets	$	—	$	462	$	—
Total assets	$	—	$	462	$	—
Liabilities
Public Warrants	$	415	$	—	$	—
Private Placement Warrants		—		—		107
Term Loan Warrants		—		—		1,226
Total liabilities	$	415	$	—	$	1,333

Fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate the recorded value due to the short period of time to maturity. The fair value of the public warrants, which trade in active markets, is based on quoted market prices. The fair value of derivative instruments is based on Level 2 inputs such as observable forward rates, spot rates, and foreign currency exchange rates. The Company’s private placement and Term Loan Warrants (defined later) are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market.

Private Placement Warrants

The Company determined the fair value of the private placement warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the private placement warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the private placement warrants expected life. The significant unobservable input used in the fair value measurement of the private placement warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively.

The following table presents significant assumptions utilized in the valuation of the private placement warrants on June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Risk-free rate		4.5	%		4.2	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		2.99			3.49
Exercise price	$	11.50		$	11.50

The following table presents changes in the fair value of the private placement warrants for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023		2022			2023			2022
Balance, beginning of period	$	53	$	1,920		$	107		$	2,133
Change in fair value		—		(1,120	)		(54	)		(1,333	)
Balance, end of period	$	53	$	800		$	53		$	800

For the three and six months ended June 30, 2023 and 2022, the change in the fair value of private placement warrants resulted from the change in price of the Company’s Class A Common Stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities.

Term Loan Warrants

The Company determined the fair value of the Term Loan Warrants (defined later) using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 9, Debt, and Note 16, Subsequent Events, for additional information regarding the Term Loan Warrants.

The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Risk-free rate		4.0	%		4.0	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		6.11			6.61
Exercise price	$	1.85		$	1.85

The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023			2022		2023			2022
Balance, beginning of period	$	1,038		$	—	$	1,226		$	—
Change in fair value		(236	)		—		(424	)		—
Balance, end of period	$	802		$	—	$	802		$	—

For the three and six months ended June 30, 2023, the change in the fair value of the Term Loan Warrants resulted from the change in price of the Company’s Class A Common Stock and the remaining contractual term. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities.

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Inventory, Net

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory, Net

4. Inventory, Net

Inventory, net consists of the following (in thousands):

	June 30, 2023		December 31, 2022
Raw materials and work in process	$	17,680	$	13,380
Finished goods		25,684		40,680
Total inventory, net	$	43,364	$	54,060

Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $2.3 million and $5.1 million during the three and six months ended June 30, 2023, respectively, and $15.1 million and $32.0 million during the three and six months ended June 30, 2022, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. The Company recorded approximately zero and $1.4 million of these adjustments in nutrition and other cost of revenue for the three and six months ended June 30, 2023, respectively, and $1.9 million and $4.4 million during the three and six months ended June 30, 2022, respectively. The Company also recorded $2.3 million and $3.7 million of these adjustments in connected fitness cost of revenue for the three and six months ended June 30, 2023 respectively, and $13.2 million and $27.6 million during the three and six months ended June 30, 2022, respectively.

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Other Current Assets

6 Months Ended

Jun. 30, 2023

Other Current Assets [Abstract]

Other Current Assets

5. Other Current Assets

Other current assets consist of the following (in thousands):

	June 30, 2023		December 31, 2022
Deferred partner costs	$	38,332	$	31,270
Deposits		6,204		4,527
Accounts receivable, net		1,602		866
Other		2,481		2,585
Total other current assets	$	48,619	$	39,248

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Property and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):

	June 30, 2023			December 31, 2022
Computer software and web development	$	230,992		$	236,533
Computer equipment		23,338			24,240
Buildings		5,158			5,158
Leasehold improvements		4,600			4,600
Furniture, fixtures and equipment		1,207			1,222
Computer software and web development projects in-process		738			5,147
Property and equipment, gross		266,033			276,900
Less: Accumulated depreciation		(207,828	)		(202,753	)
Total property and equipment, net	$	58,205		$	74,147

The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	5,277	$	7,743	$	10,209	$	16,824
Selling and marketing		—		102		—		381
Enterprise technology and development		4,363		7,486		8,866		14,935
General and administrative		—		49		1		241
Total depreciation	$	9,640	$	15,380	$	19,076	$	32,381

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Accrued Expenses

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued expenses consist of the followings (in thousands):

	June 30, 2023		December 31, 2022
Partner costs	$	15,742	$	14,535
Inventory, shipping and fulfillment		10,940		11,687
Employee compensation and benefits		5,126		20,584
Sales and other taxes		4,523		4,818
Information technology		2,059		2,207
Advertising		3,072		1,176
Customer service expenses		964		956
Other accrued expenses		6,690		8,467
Total accrued expenses	$	49,116	$	64,430

Advertising costs, which are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs, were $8.1 million and $17.1 million for the three and six months ended June 30, 2023, respectively, and $6.9 million and $22.6 million for the three and six months ended June 30, 2022, respectively.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Inventory Purchase and Service Agreements

The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2028. During the three and six months ended June 30, 2023, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $0.3 million and $0.4 million, respectively. During the three and six months ended June 30, 2022, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $1.8 million and $2.4 million, respectively. These losses are included in connected fitness cost of revenue in the unaudited condensed consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects.

Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding June 30, 2023 are as follows (in thousands):

Six months ending December 31, 2023	$	22,239
Year ending December 31, 2024		2,160
Year ending December 31, 2025		1,475
Year ending December 31, 2026		100
Year ending December 31, 2027		75
Thereafter		75
	$	26,124

The preceding table excludes royalty payments to fitness trainers, talent, and others that are based on future sales as such amounts cannot be reasonably estimated.

Lease Commitments

The Company leases facilities under noncancelable operating leases expiring through 2027 and certain equipment under a finance lease expiring in 2024. These lease obligations will require payments of approximately $1.2 million during the six months ending December 31, 2023, $2.1 million for the year ending December 31, 2024 and $1.5 million in total thereafter through 2027.

Contingencies

The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be reasonable estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations.

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Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

9. Debt

On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of June 30, 2023 and December 31, 2022 and are being amortized over the term of the Term Loan using the effective-interest method. As of June 30, 2023, the principal balance outstanding under the Term Loan was $50.1 million. The Term Loan matures on August 8, 2026. On July 24, 2023 (the "Second Amendment Effective Date") the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. See Note 16, Subsequent Events, for additional information on the Second Amendment, including amendments to the debt covenants, maturity date of the Term Loan and the exercise price of the Term Loan Warrants.

The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR Rate”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15% per annum, plus the greater of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the SOFR Rate (based upon an interest period of 1 month) plus 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15% and the SOFR Rate (based upon an interest period of three months). The SOFR Rate is subject to a floor of 1.00%. In addition, the Term Loan borrowings bear additional interest at 3.00% per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date. The Term Loan was a SOFR Rate loan, with a cash interest rate of 12.12% at June 30, 2023. The Company recorded $2.4 million and $4.7 million of interest related to the Term Loan during the three and six months ended June 30, 2023, respectively.

The Financing Agreement contains financial covenants that require us to maintain (a) certain minimum revenue levels, to be tested on a quarterly basis, and (b) minimum Liquidity (as defined in the Financing Agreement) of (i) $12.5 million at all times through the Second Amendment Effective Date; (ii) $20.0 million at all times thereafter through March 31, 2024; and (iii) $25.0 million at all times thereafter through the maturity of the Term Loan. If there is an event of default, including not being in compliance with either of the financial covenants, the Term Loan will bear interest from the date of such event of default until the event of default is cured or waived in writing by the Lenders at the Post Default Rate, which is the rate of interest in effect pursuant to the Financing Agreement plus 2.00%. In the event of default the Lenders could also require repayment of the outstanding balance of the Term Loan including the prepayment premium of (a) 5.0% if repaid before the 1st anniversary of the Effective Date, (b) 3.0% if repaid before the 2nd anniversary of the Effective Date, (c) 2.0% if repaid before the 3rd anniversary date of the Effective Date, and (d) 0.0% if repaid after the 3rd anniversary date of the Effective Date. The Company was in compliance with these covenants, including amendments to the minimum revenue financial covenant in the Second Amendment as of June 30, 2023. See Note 16, Subsequent Events, for additional information on the Second Amendment, including amendments to the debt covenants.

The Financing Agreement also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The Financing Agreement contains customary events of default, which among other things include (subject to certain exceptions and cure periods): (1) failure to pay principal, interest, or any fees or certain other amounts when due; (2) breach of any representation or warranty, covenant, or other agreement in the Financing Agreement and other related loan documents; (3) the occurrence of a bankruptcy or insolvency proceeding with respect to any Loan Party; (4) any failure by a Loan Party to make a payment with respect to indebtedness having an aggregate principal amount in excess of a specified threshold; and (5) certain other customary events of default.

In connection with the Term Loan, the Company issued to certain holders affiliated with Blue Torch warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock at an exercise price of $1.85 per share (the "Term Loan Warrants"). The Term Loan Warrants vest on a monthly basis over four years, with 30%, 30%, 20% and 20% vesting in the first, second, third and fourth years, respectively. The Term Loan Warrants have a seven-year term from the Effective Date. See Note 3, Fair Value Measurements, for information on the valuation of the Term Loan Warrants and Note 16, Subsequent Events, for information on amendments to the Term Loan Warrants. The Term Loan Warrants were recorded in the unaudited condensed consolidated balance sheets as warrant liabilities. The initial fair value of the Term Loan Warrants, of $5.2 million, is being amortized as a debt discount over the term of the Term Loan using the effective-interest method.

The aggregate amounts of payments due for the periods succeeding June 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands):

Six months ending December 31, 2023	$	15,625
Year ending December 31, 2024		1,563
Year ending December 31, 2025		2,500
Year ending December 31, 2026		29,062
Total debt	$	48,750
Less current portion		(16,250	)
Less unamortized debt discount and debt issuance costs		(8,008	)
Add capitalized paid-in-kind interest		1,344
Total long-term debt	$	25,836

The payments in the six months ending December 31, 2023 include a prepayment of $15.0 million which was paid on July 24, 2023 as part of the Second Amendment, see Note 16, Subsequent Events, for more information on the amendments to the Term Loan.

The Term Loan amortizes at 2.50% per year from the Effective Date to August 8, 2024, payable on a quarterly basis, and thereafter, at 5.00% per year, payable on a quarterly basis, with the remaining principal amount due on the maturity date of the Term Loan.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

10. Stockholders’ Equity

As of June 30, 2023, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock.

Holders of each share of each class of Common Stock are entitled to dividends when, as, and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of Preferred Stock outstanding at the time. The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers.

On June 15, 2023, the Company and Carl Daikeler, the Company’s co-founder and chief executive officer (“CEO”) entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 8 million shares of the Company’s common stock that he owned, comprised of 3,199,946 shares of Class A common stock and 4,800,054 shares of Class X Common stock, each with a par value of $0.0001. No consideration was provided to Mr. Daikeler for the forfeiture of these shares. The forfeiture of the shares resulted in the reduction of each of common stock and additional paid in capital by $800 in the June 30, 2023 condensed consolidated balance sheets.

Accumulated Other Comprehensive Income (Loss)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended June 30, 2023 and 2022 (in thousands):

	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total
Balances at March 31, 2022	$	(148	)	$	15		$	(133	)
Other comprehensive income (loss) before reclassifications		13			(51	)		(38	)
Amounts reclassified from accumulated other comprehensive income (loss)		74			—			74
Tax effect		22			—			22
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at March 31, 2023	$	(103	)	$	(84	)	$	(187	)
Other comprehensive income (loss) before reclassifications		(206	)		35			(171	)
Amounts reclassified from accumulated other comprehensive income (loss)		61			—			61
Tax effect		(36	)		—			(36	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2023 and 2022 (in thousands):

	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total
Balances at December 31, 2021	$	(32	)	$	11		$	(21	)
Other comprehensive loss before reclassifications		(149	)		(47	)		(196	)
Amounts reclassified from accumulated other comprehensive income (loss)		143			—			143
Tax effect		(1	)		—			(1	)
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at December 31, 2022	$	131		$	(94	)	$	37
Other comprehensive income (loss) before reclassifications		(307	)		45			(262	)
Amounts reclassified from accumulated other comprehensive income (loss)		(26	)		—			(26	)
Tax effect		(82	)		—			(82	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)

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Equity-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

11. Equity-Based Compensation

Equity Compensation Plans

A summary of the option activity under the Company’s equity compensation plans is as follows:

	Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		48,414,625		$	2.65		6.35	$	—
Granted		27,346,753			0.46
Forfeited		(5,464,000	)		2.85
Expired		(504,898	)		2.66
Outstanding at June 30, 2023		69,792,480		$	1.78		7.06	$	—
Exercisable at June 30, 2023		26,708,560		$	2.38		3.25	$	—

A summary of restricted stock unit ("RSU") activity is as follows:

	RSUs Outstanding
	Number of RSUs			Weighted-Average Fair Value (per RSU)
Outstanding at December 31, 2022		3,159,185		$	1.45
Granted		23,121,170			0.58
Vested		(11,113,084	)		0.68
Forfeited		(974,173	)		0.74
Outstanding at June 30, 2023		14,193,098		$	0.67

The fair value of RSUs vested during the three and six months ended June 30, 2023 was $1.7 million and $7.6 million, respectively. No RSUs vested during the three and six months ended June 30, 2022.

On January 1, 2023, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 15,608,106 pursuant to the terms of the 2021 Plan. As of June 30, 2023, 13,640,317 shares of Class A Common Stock were available for issuance under the 2021 Plan.

Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld shares of common stock with an aggregate fair value and remitted taxes of $2.1 million during the six months ended June 30, 2023, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance.

On June 14, 2023, the Board of Directors of the Company (“the Board”) adopted the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSU's, dividend equivalents and other stock or cash-based awards to prospective employees. The Board reserved 23,883,265 shares of the Company’s common stock for issuance pursuant to the awards granted under the Inducement Plan.

Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler continues to serve as the Company’s CEO and as a director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Inducement Plan, covering an aggregate of 23,883,265 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Option”). Of this amount, 7,961,088 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 15,922,177 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). The Time-Vesting Options will vest and become exercisable with respect to 25% of the Time-Vesting Options subject to the Option on each of the first four anniversaries of June 15, 2023. The Performance-Vesting Options will vest and become exercisable based on both (1) the achievement of pre-determined price per share goals and (2) Mr. Goldston’s service through the applicable vesting date. Any earned Performance-Vesting Options will vest and become exercisable as of the later of (1) June 15, 2024, and (2) the date on which the applicable price per share goal is achieved. The weighted average exercise price of the Performance-Vesting Options was $0.44 per option and none of the Performance-Vesting Options were exercisable as of June 30, 2023.

Vesting tranche Number of Performance -Vesting Options Price per share goal

Tranche 1 3,980,544 $1.00

Tranche 2 3,980,544 $1.50

Tranche 3 3,980,544 $2.00

Tranche 4 3,980,545 $2.50

The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any 30 consecutive trading-day period.

Employee Stock Purchase Plan

In May 2022, the Company established an employee stock purchase plan (the “ESPP”), the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or ending of each six-month purchase period.

During the six months ended June 30, 2023, 981,853 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $0.46 per share.

Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the six months ended June 30, 2023:

	Six months ended June 30,
	2023
Risk-free rate		4.6	%
Dividend yield rate		—
Volatility		55.3	%
Expected term (in years)		0.50
Weighted-average grant date fair value	$	0.14

Equity-Based Compensation Expense

The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants:

	Six months ended June 30,
	2023			2022
Risk-free rate		3.8	%		2.8	%
Dividend yield rate		—			—
Volatility		54.8	%		52.6	%
Expected term (in years)		5.92			6.25
Weighted-average grant date fair value	$	0.27		$	0.64

The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options:

	Six months ended June 30,
	2023
Risk-free rate		3.7	%
Dividend yield rate		—
Volatility		53.7	%
Expected term (in years)		10.00
Weighted-average grant date fair value	$	0.26

Equity-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023		2022			2023		2022
Cost of revenue	$	327	$	382		$	1,756	$	717
Selling and marketing		1,771		1,018			5,157		2,657
Enterprise technology and development		140		(17	)		703		910
General and administrative		923		1,618			5,100		3,281
Total equity-based compensation	$	3,161	$	3,001		$	12,716	$	7,565

In connection with the restructuring activity that took place during the three and six months ended June 30, 2023, the Company modified certain stock awards of terminated employees (approximately 100 employees). The modifications included accelerating the vesting of any options that would have vested within three months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees’ termination date (that is, three months in addition to the standard three months per original agreement). As a result of these modifications, the Company recognized a $0.4 million and $1.0 million reduction to equity-based compensation expense within general and administrative expense in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively.

As of June 30, 2023, the total unrecognized equity-based compensation expense was $40.7 million, which will be recognized over a weighted-average remaining period of 2.85 years.

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Derivative Financial Instruments

6 Months Ended

9 Months Ended

Jun. 30, 2023

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

12. Derivative Financial Instruments

As of June 30, 2023 and December 31, 2022, the notional amount of the Company’s outstanding foreign exchange options was $15.4 million and $17.6 million, respectively. There were no outstanding forward contracts as of June 30, 2023 and December 31, 2022.

The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands):

		Three months ended June 30,						Six months ended June 30,
	Financial Statement Line Item	2023			2022			2023			2022
Unrealized gains (losses)	Other comprehensive income (loss)	$	(206	)	$	13		$	(307	)	$	(149	)
Gains (losses) reclassified from accumulated other	Cost of revenue	$	(25	)	$	(32	)	$	11		$	(62	)
comprehensive income (loss) into net loss	General and administrative		(36	)		(42	)		15			(81	)
Total amounts reclassified		$	(61	)	$	(74	)	$	26		$	(143	)
Gains (losses) recognized on derivatives   not designated as hedging instruments	Cost of revenue	$	(54	)	$	6		$	(95	)	$	(45	)

. Derivative Financial Instruments

As of June 30, 2023 and December 31, 2022, the notional amount of the Company’s outstanding foreign exchange options was $15.4 million and $17.6 million, respectively. There were no outstanding forward contracts as of June 30, 2023 and December 31, 2022.

The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands):

		Three months ended June 30,						Six months ended June 30,
	Financial Statement Line Item	2023			2022			2023			2022
Unrealized gains (losses)	Other comprehensive income (loss)	$	(206	)	$	13		$	(307	)	$	(149	)
Gains (losses) reclassified from accumulated other	Cost of revenue	$	(25	)	$	(32	)	$	11		$	(62	)
comprehensive income (loss) into net loss	General and administrative		(36	)		(42	)		15			(81	)
Total amounts reclassified		$	(61	)	$	(74	)	$	26		$	(143	)
Gains (losses) recognized on derivatives   not designated as hedging instruments	Cost of revenue	$	(54	)	$	6		$	(95	)	$	(45	)

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Restructuring

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring

13. Restructuring

In 2023, restructuring charges primarily relate to activities focused on aligning the Company's operations with its key growth priorities. Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $(0.1) million and $5.3 million during the three and six months ended June 30, 2023, respectively, comprised primarily of termination benefits related to headcount reductions, of which $0.3 million is included in accrued expenses in the unaudited condensed consolidated balance sheets at June 30, 2023. The Company recognized restructuring costs of $1.3 million and $8.6 million during the three and six months ended June 30, 2022, respectively, comprised primarily of termination benefits related to headcount reductions. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period.

The following table summarizes activity in the Company’s restructuring-related liability during the three months ended June 30, 2023 and 2022, respectively (in thousands):

	Balance at		Restructuring			Payments /			Liability at
	March 31, 2023		Charges			Utilizations			June 30, 2023
Employee-related costs	$	1,389	$	(107	)	$	(1,026	)	$	256
Total costs	$	1,389	$	(107	)	$	(1,026	)	$	256

	Balance at		Restructuring		Payments /			Liability at
	March 31, 2022		Charges		Utilizations			June 30, 2022
Employee-related costs	$	4,618	$	1,332	$	(4,630	)	$	1,320
Total costs	$	4,618	$	1,332	$	(4,630	)	$	1,320

The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2023 and 2022, respectively (in thousands):

	Balance at		Restructuring		Payments /			Liability at
	December 31, 2022		Charges		Utilizations			June 30, 2023
Employee-related costs	$	469	$	5,280	$	(5,493	)	$	256
Total costs	$	469	$	5,280	$	(5,493	)	$	256

	Balance at		Restructuring		Payments /			Liability at
	December 31, 2021		Charges		Utilizations			June 30, 2022
Employee-related costs	$	—	$	8,555	$	(7,235	)	$	1,320
Total costs	$	—	$	8,555	$	(7,235	)	$	1,320

During the six months ended June 30, 2022, the Company determined that the useful life of certain computer software and web development assets and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded $1.2 million and $3.4 million of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the three and six months ended June 30, 2022, respectively. The Company also accelerated amortization of these content assets and recorded $1.5 million and $2.6 million of additional amortization as a component of digital cost of revenue during the three and six months ended June 30, 2022, respectively.

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

The Company recorded a benefit and provision for income taxes of approximately zero for the three and six months ended June 30, 2023, and a benefit for income taxes of $0.3 million and $1.0 million for the three and six months ended June 30, 2022, respectively. The effective tax rate was 0.0% and 0.1% for the three and six months ended June 30, 2023, respectively, and the effective tax rate was 0.7% and 0.8% for the three and six months ended June 30, 2022, respectively.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and six months ended June 30, 2023 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and six months ended June 30, 2023.

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

15. Earnings (Loss) per Share

The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information):

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		314,311,797			307,204,999			311,740,463			306,786,192
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.14	)	$	(0.18	)	$	(0.38	)

Basic net loss per common share is the same as dilutive net loss per common share for each of the three and six months ended June 30, 2023 and 2022 as the inclusion of all potential common shares would have been antidilutive. The weighted average common shares outstanding (basic and diluted) in the above table exclude the 8 million shares that were forfeited by Mr. Daikeler for the period of time after they were forfeited (June 15, 2023).

The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive:

	June 30,
	2023		2022
Options		69,792,480		49,299,729
RSUs		14,193,098		2,719,185
Compensation warrants		3,980,656		3,980,656
Public and private placement warrants		15,333,333		15,333,333
Term Loan warrants		4,716,756		—
Earn-out shares		3,750,000		3,750,000
		111,766,323		75,082,903

The options balance as of June 30, 2023 in the table above includes 15.9 million Performance-Vesting Options, which vest based on the attainment of applicable performance goals and continued service. See Note 11, Equity-Based Compensation, for additional information on the Performance-Vesting Options.

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Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

On July 24, 2023 (the "Second Amendment Effective Date"), the Company and Blue Torch entered into the Second Amendment, which amended the Company's existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including , but not limited to, (1) amending the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $100.0 million, commencing with the fiscal quarter ended June 30, 2023, for each fiscal quarter ending on or prior to March 31, 2024 and (b) $120.0 million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $20.0 million at all times from the Second Amendment Effective Date through March 31, 2024 and (b) $25.0 million at all times thereafter through the maturity of the Term Loan; (3) modifying the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amending certain financial definitions, reporting covenants and other covenants thereunder.

In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million (which amount was classified as a current obligation at June 30, 2023) along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million). The amounts related to the Second Amendment will be recorded in the quarter ending September 30, 2023. After the prepayment and the paid in kind fee on July 24, 2023, the principal amount outstanding on the Term Loan was $35.6 million.

In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock. The amendment of the Term Loan Warrants amends the exercise price from $1.85 per share to $0.41 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date from $0.8 million to $1.6 million and will be recorded in the quarter ending September 30, 2023.

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Description Of Business And Summary Of Significant Accounting Policies (Polices)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period.

Goodwill and Long-Lived Assets, Net

Goodwill and Long-Lived Assets, Net

Interim Impairment Test

Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of June 30, 2023 the Company has no indefinite-lived intangible assets.

Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment.

Long-Lived Assets

Long-Lived Assets

Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

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Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company’s revenue disaggregated by geographic region is as follows (in thousands):

	Three months ended June 30,
	2023		2022
Geographic region:
United States	$	121,067	$	160,021
Rest of world1		13,881		19,115
Total revenue	$	134,948	$	179,136

	Six months ended June 30,
	2023		2022
Geographic region:
United States	$	251,944	$	338,628
Rest of world1		27,905		39,430
Total revenue	$	279,849	$	378,058

(1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements, Recurring and Nonrecurring

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

	June 30, 2023
	Level 1		Level 2		Level 3
Assets
Derivative assets	$	—	$	50	$	—
Total assets	$	—	$	50	$	—
Liabilities
Public warrants	$	461	$	—	$	—
Private placement warrants		—		—		53
Term Loan warrants		—		—		802
Total liabilities	$	461	$	—	$	855
	December 31, 2022
	Level 1		Level 2		Level 3
Assets
Derivative assets	$	—	$	462	$	—
Total assets	$	—	$	462	$	—
Liabilities
Public Warrants	$	415	$	—	$	—
Private Placement Warrants		—		—		107
Term Loan Warrants		—		—		1,226
Total liabilities	$	415	$	—	$	1,333

Summary of Fair Value of Significant Assumptions Utilized in the Valuation

The following table presents significant assumptions utilized in the valuation of the private placement warrants on June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Risk-free rate		4.5	%		4.2	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		2.99			3.49
Exercise price	$	11.50		$	11.50

The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Risk-free rate		4.0	%		4.0	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		6.11			6.61
Exercise price	$	1.85		$	1.85

Summary of Change in the Fair Value of the Warrants

The following table presents changes in the fair value of the private placement warrants for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023		2022			2023			2022
Balance, beginning of period	$	53	$	1,920		$	107		$	2,133
Change in fair value		—		(1,120	)		(54	)		(1,333	)
Balance, end of period	$	53	$	800		$	53		$	800

The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023			2022		2023			2022
Balance, beginning of period	$	1,038		$	—	$	1,226		$	—
Change in fair value		(236	)		—		(424	)		—
Balance, end of period	$	802		$	—	$	802		$	—

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Inventory, Net (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory, net consists of the following (in thousands):

	June 30, 2023		December 31, 2022
Raw materials and work in process	$	17,680	$	13,380
Finished goods		25,684		40,680
Total inventory, net	$	43,364	$	54,060

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Other Current Assets (Table)

6 Months Ended

Jun. 30, 2023

Other Current Assets [Abstract]

Summary of Other Current Assets

Other current assets consist of the following (in thousands):

	June 30, 2023		December 31, 2022
Deferred partner costs	$	38,332	$	31,270
Deposits		6,204		4,527
Accounts receivable, net		1,602		866
Other		2,481		2,585
Total other current assets	$	48,619	$	39,248

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Property and equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and equipment, net

Property and equipment, net consists of the following (in thousands):

	June 30, 2023			December 31, 2022
Computer software and web development	$	230,992		$	236,533
Computer equipment		23,338			24,240
Buildings		5,158			5,158
Leasehold improvements		4,600			4,600
Furniture, fixtures and equipment		1,207			1,222
Computer software and web development projects in-process		738			5,147
Property and equipment, gross		266,033			276,900
Less: Accumulated depreciation		(207,828	)		(202,753	)
Total property and equipment, net	$	58,205		$	74,147

Summary of depreciation expense related to property and equipment

The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	5,277	$	7,743	$	10,209	$	16,824
Selling and marketing		—		102		—		381
Enterprise technology and development		4,363		7,486		8,866		14,935
General and administrative		—		49		1		241
Total depreciation	$	9,640	$	15,380	$	19,076	$	32,381

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Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consist of the followings (in thousands):

	June 30, 2023		December 31, 2022
Partner costs	$	15,742	$	14,535
Inventory, shipping and fulfillment		10,940		11,687
Employee compensation and benefits		5,126		20,584
Sales and other taxes		4,523		4,818
Information technology		2,059		2,207
Advertising		3,072		1,176
Customer service expenses		964		956
Other accrued expenses		6,690		8,467
Total accrued expenses	$	49,116	$	64,430

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Purchase Obligation, Fiscal Year Maturity [Abstract]

Summary of Purchase Obligation, Fiscal Year Maturity

Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding June 30, 2023 are as follows (in thousands):

Six months ending December 31, 2023	$	22,239
Year ending December 31, 2024		2,160
Year ending December 31, 2025		1,475
Year ending December 31, 2026		100
Year ending December 31, 2027		75
Thereafter		75
	$	26,124

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Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs

The aggregate amounts of payments due for the periods succeeding June 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands):

Six months ending December 31, 2023	$	15,625
Year ending December 31, 2024		1,563
Year ending December 31, 2025		2,500
Year ending December 31, 2026		29,062
Total debt	$	48,750
Less current portion		(16,250	)
Less unamortized debt discount and debt issuance costs		(8,008	)
Add capitalized paid-in-kind interest		1,344
Total long-term debt	$	25,836

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Summarize Changes in Accumulated Other Comprehensive Income (Loss)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended June 30, 2023 and 2022 (in thousands):

	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total
Balances at March 31, 2022	$	(148	)	$	15		$	(133	)
Other comprehensive income (loss) before reclassifications		13			(51	)		(38	)
Amounts reclassified from accumulated other comprehensive income (loss)		74			—			74
Tax effect		22			—			22
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at March 31, 2023	$	(103	)	$	(84	)	$	(187	)
Other comprehensive income (loss) before reclassifications		(206	)		35			(171	)
Amounts reclassified from accumulated other comprehensive income (loss)		61			—			61
Tax effect		(36	)		—			(36	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2023 and 2022 (in thousands):

	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total
Balances at December 31, 2021	$	(32	)	$	11		$	(21	)
Other comprehensive loss before reclassifications		(149	)		(47	)		(196	)
Amounts reclassified from accumulated other comprehensive income (loss)		143			—			143
Tax effect		(1	)		—			(1	)
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at December 31, 2022	$	131		$	(94	)	$	37
Other comprehensive income (loss) before reclassifications		(307	)		45			(262	)
Amounts reclassified from accumulated other comprehensive income (loss)		(26	)		—			(26	)
Tax effect		(82	)		—			(82	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)

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Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of the Option Activity under the Equity Compensation Plans

A summary of the option activity under the Company’s equity compensation plans is as follows:

	Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		48,414,625		$	2.65		6.35	$	—
Granted		27,346,753			0.46
Forfeited		(5,464,000	)		2.85
Expired		(504,898	)		2.66
Outstanding at June 30, 2023		69,792,480		$	1.78		7.06	$	—
Exercisable at June 30, 2023		26,708,560		$	2.38		3.25	$	—

Summary of Restricted Stock Unit ("RSU") Activity

A summary of restricted stock unit ("RSU") activity is as follows:

	RSUs Outstanding
	Number of RSUs			Weighted-Average Fair Value (per RSU)
Outstanding at December 31, 2022		3,159,185		$	1.45
Granted		23,121,170			0.58
Vested		(11,113,084	)		0.68
Forfeited		(974,173	)		0.74
Outstanding at June 30, 2023		14,193,098		$	0.67

Summary of Equity-Based Compensation Expense

Equity-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands):

	Three months ended June 30,					Six months ended June 30,
	2023		2022			2023		2022
Cost of revenue	$	327	$	382		$	1,756	$	717
Selling and marketing		1,771		1,018			5,157		2,657
Enterprise technology and development		140		(17	)		703		910
General and administrative		923		1,618			5,100		3,281
Total equity-based compensation	$	3,161	$	3,001		$	12,716	$	7,565

Performance Vesting Options [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants

The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options:

	Six months ended June 30,
	2023
Risk-free rate		3.7	%
Dividend yield rate		—
Volatility		53.7	%
Expected term (in years)		10.00
Weighted-average grant date fair value	$	0.26

Time Vesting Options [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants

The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants:

	Six months ended June 30,
	2023			2022
Risk-free rate		3.8	%		2.8	%
Dividend yield rate		—			—
Volatility		54.8	%		52.6	%
Expected term (in years)		5.92			6.25
Weighted-average grant date fair value	$	0.27		$	0.64

Employee Stock Purchase Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants

Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the six months ended June 30, 2023:

	Six months ended June 30,
	2023
Risk-free rate		4.6	%
Dividend yield rate		—
Volatility		55.3	%
Expected term (in years)		0.50
Weighted-average grant date fair value	$	0.14

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations

The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands):

		Three months ended June 30,						Six months ended June 30,
	Financial Statement Line Item	2023			2022			2023			2022
Unrealized gains (losses)	Other comprehensive income (loss)	$	(206	)	$	13		$	(307	)	$	(149	)
Gains (losses) reclassified from accumulated other	Cost of revenue	$	(25	)	$	(32	)	$	11		$	(62	)
comprehensive income (loss) into net loss	General and administrative		(36	)		(42	)		15			(81	)
Total amounts reclassified		$	(61	)	$	(74	)	$	26		$	(143	)
Gains (losses) recognized on derivatives   not designated as hedging instruments	Cost of revenue	$	(54	)	$	6		$	(95	)	$	(45	)

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Summary of Restructuring Related Liability and Restructuring Costs Activity

The following table summarizes activity in the Company’s restructuring-related liability during the three months ended June 30, 2023 and 2022, respectively (in thousands):

	Balance at		Restructuring			Payments /			Liability at
	March 31, 2023		Charges			Utilizations			June 30, 2023
Employee-related costs	$	1,389	$	(107	)	$	(1,026	)	$	256
Total costs	$	1,389	$	(107	)	$	(1,026	)	$	256

	Balance at		Restructuring		Payments /			Liability at
	March 31, 2022		Charges		Utilizations			June 30, 2022
Employee-related costs	$	4,618	$	1,332	$	(4,630	)	$	1,320
Total costs	$	4,618	$	1,332	$	(4,630	)	$	1,320

The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2023 and 2022, respectively (in thousands):

	Balance at		Restructuring		Payments /			Liability at
	December 31, 2022		Charges		Utilizations			June 30, 2023
Employee-related costs	$	469	$	5,280	$	(5,493	)	$	256
Total costs	$	469	$	5,280	$	(5,493	)	$	256

	Balance at		Restructuring		Payments /			Liability at
	December 31, 2021		Charges		Utilizations			June 30, 2022
Employee-related costs	$	—	$	8,555	$	(7,235	)	$	1,320
Total costs	$	—	$	8,555	$	(7,235	)	$	1,320

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Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Summary of the Computation of Loss Per Share of Class A and Class X Common Stock

The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information):

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		314,311,797			307,204,999			311,740,463			306,786,192
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.14	)	$	(0.18	)	$	(0.38	)

Summary of Common Shares That Are Excluded From the Computation of Diluted Net Loss Per Common Share

The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive:

	June 30,
	2023		2022
Options		69,792,480		49,299,729
RSUs		14,193,098		2,719,185
Compensation warrants		3,980,656		3,980,656
Public and private placement warrants		15,333,333		15,333,333
Term Loan warrants		4,716,756		—
Earn-out shares		3,750,000		3,750,000
		111,766,323		75,082,903

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Description Of Business And Summary Of Significant Accounting Policies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Goodwill impairment loss	$ 0
Indefinite lived intangible assets	$ 0
ASU 2021-08 [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update adoption date	Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
ASU 2022-04 [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update adoption date	Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]	true

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue		$ 134,948	$ 179,136	$ 279,849	$ 378,058
United States [Member]
Disaggregation of Revenue [Line Items]
Revenue		121,067	160,021	251,944	338,628
Rest of world [Member]
Disaggregation of Revenue [Line Items]
Revenue	[1]	$ 13,881	$ 19,115	$ 27,905	$ 39,430

[1] Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022.

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Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Deferred Revenue [Member]
Disaggregation of Revenue [Line Items]
Contract with customer liability, Current	$ 24.8	$ 25.6	$ 77.9	$ 88.1

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Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Fair Value, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities	$ 461	$ 415
Fair Value, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	50	462
Total Assets	50	462
Fair Value, Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities	855	1,333
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	461	415
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	53	107
Fair Value, Recurring [Member] | Term Loan Warrants [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	$ 802	$ 1,226

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Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details)	Jun. 30, 2023 yr	Dec. 31, 2022 yr
Private Placement Warrants [Member] | Risk-free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	0.045	0.042
Private Placement Warrants [Member] | Dividend Yield Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	0	0
Private Placement Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	0.75	0.75
Private Placement Warrants [Member] | Contractual Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	2.99	3.49
Private Placement Warrants [Member] | Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	11.5	11.5
Term Loan Warrants [Member] | Risk-free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	0.04	0.04
Term Loan Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	0.75	0.75
Term Loan Warrants [Member] | Contractual Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	6.11	6.61
Term Loan Warrants [Member] | Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value, Measurement Input	1.85	1.85

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Fair Value Measurements - Summary of Change in the Fair Value of the Warrants (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 53	$ 1,920	$ 107	$ 2,133
Change in fair value		(1,120)	(54)	(1,333)
Balance, end of period	53	$ 800	53	$ 800
Term Loan Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	1,038		1,226
Change in fair value	(236)		(424)
Balance, end of period	$ 802		$ 802

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Inventory, Net - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory, Net [Abstract]
Raw materials and work in process	$ 17,680	$ 13,380
Finished goods	25,684	40,680
Total inventory, net	$ 43,364	$ 54,060

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Inventory, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Inventory [Line Items]
Inventory Write-down	$ 2.3	$ 15.1	$ 5.1	$ 32.0
Nutrition And Other [Member]
Inventory [Line Items]
Inventory Write-down	0.0	1.9	1.4	4.4
Connected Fitness [Member]
Inventory [Line Items]
Inventory Write-down	$ 2.3	$ 13.2	$ 3.7	$ 27.6

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Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Current Assets [Abstract]
Deferred partner costs	$ 38,332	$ 31,270
Deposits	6,204	4,527
Accounts receivable, net	1,602	866
Other	2,481	2,585
Total other current assets	$ 48,619	$ 39,248

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Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 266,033	$ 276,900
Less: Accumulated depreciation	(207,828)	(202,753)
Total property and equipment, net	58,205	74,147
Computer software and web development [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	230,992	236,533
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	23,338	24,240
Building [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	5,158	5,158
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,600	4,600
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,207	1,222
Computer Software and Web Development Projects In-process [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 738	$ 5,147

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Property and Equipment, Net - Summary of Depreciation Expense Related to Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of depreciation expense related to property and equipment [Line Items]
Depreciation	$ 9,640	$ 15,380	$ 19,076	$ 32,381
Cost of Revenue [Member]
Schedule of depreciation expense related to property and equipment [Line Items]
Depreciation	5,277	7,743	10,209	16,824
Selling and Marketing [Member]
Schedule of depreciation expense related to property and equipment [Line Items]
Depreciation		102		381
Enterprise Technology and Development [Member]
Schedule of depreciation expense related to property and equipment [Line Items]
Depreciation	$ 4,363	7,486	8,866	14,935
General and Administrative [Member]
Schedule of depreciation expense related to property and equipment [Line Items]
Depreciation		$ 49	$ 1	$ 241

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Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Partner costs	$ 15,742	$ 14,535
Inventory, shipping and fulfillment	10,940	11,687
Employee compensation and benefits	5,126	20,584
Sales and other taxes	4,523	4,818
Information technology	2,059	2,207
Advertising	3,072	1,176
Customer service expenses	964	956
Other accrued expenses	6,690	8,467
Total accrued expenses	$ 49,116	$ 64,430

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Accrued Expenses - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Payables and Accruals [Abstract]
Advertising costs	$ 8.1	$ 6.9	$ 17.1	$ 22.6

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Product Liability Contingency [Line Items]
Losses on inventory purchase commitments	$ 0.3	$ 1.8	$ 0.4	$ 2.4
Operating lease expiring term			leases facilities under noncancelable operating leases expiring through 2027
Finance lease expiring term			certain equipment under a finance lease expiring in 2024.
Payments during the six months ending December 31, 2023	1.2		$ 1.2
Payments in 2024	2.1		2.1
Payments in 2025	1.5		1.5
Payments in 2026	1.5		1.5
Payments in 2027	1.5		1.5
Thereafter	$ 1.5		$ 1.5

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Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
Six months ending December 31, 2023	$ 22,239
Year ending December 31, 2024	2,160
Year ending December 31, 2025	1,475
Year ending December 31, 2026	100
Year ending December 31, 2027	75
Thereafter	75
Purchase Obligation	$ 26,124

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Debt - Additional Information (Details) - USD ($)			3 Months Ended		6 Months Ended
	Jul. 24, 2023	Aug. 08, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Borrowings outstanding			$ 48,750,000		$ 48,750,000
Interest expense			2,368,000	$ 3,000	$ 4,699,000	$ 22,000
Before 1st Anniversary
Debt Instrument [Line Items]
Percentage of repayment of debt instrument					5.00%
Before 2nd Anniversary
Debt Instrument [Line Items]
Percentage of repayment of debt instrument					3.00%
Before 3rd Anniversary
Debt Instrument [Line Items]
Percentage of repayment of debt instrument					2.00%
After 3rd Anniversary
Debt Instrument [Line Items]
Percentage of repayment of debt instrument					0.00%
Term Loan [Member]
Debt Instrument [Line Items]
Credit line		$ 50,000,000
Borrowings outstanding			50,100,000		$ 50,100,000
Debt instrument, maturity date					Aug. 08, 2026
Percentage of interest rate during period		2.00%
Interest expense			2,400,000		$ 4,700,000
Third-party debt issuance costs		$ 4,200,000
Warrants vesting percentage first year		30.00%
Warrants vesting percentage second year		30.00%
Warrants vesting percentage third year		20.00%
Warrants vesting percentage fourth year		20.00%
Warrants and rights outstanding, term		7 years
Fair value of warrant liabilities		$ 5,200,000
Percentage of annual amortization, first year		2.50%
Percentage of annual amortization, thereafter		5.00%
Annual amortization, periodic payment		quarterly
Financial covenants, minimum revenue required till June 30, 2023			12,500,000		12,500,000
Financial covenants, minimum liquidity levels required each quarter prior to March 31, 2024			20,000,000		20,000,000
Financial covenants, minimum revenue required, thereafter till maturity			$ 25,000,000		$ 25,000,000
Increase in rate of interest					2.00%
Term Loan [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Borrowings outstanding	$ 35,600
Percentage of interest paid in kind	1.00%
Interest expense	$ 100,000
Percentage of repayment of debt instrument	5.00%
Partial prepayment on term loan	$ 15,000,000
Term Loan [Member] | Common Class A [Member]
Debt Instrument [Line Items]
Number of warrants issued		4,716,756
Class of warrants or rights exercise price per share		$ 1.85
Term Loan [Member] | Common Class A [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Class of warrants or rights exercise price per share	$ 0.41
Term Loan [Member] | Secured Overnight Financing Rate [Member]
Debt Instrument [Line Items]
Percentage of interest rate on agreement		6.15%
Percentage of interest rate during period		7.15%
Debt instrument, cash interest rate		12.12%
Percentage of interest paid in kind		3.00%
Term Loan [Member] | Secured Overnight Financing Rate [Member] | Floor Rate [Member]
Debt Instrument [Line Items]
Percentage of interest rate during period		1.00%
Term Loan [Member] | Federal Funds Rate [Member]
Debt Instrument [Line Items]
Percentage of interest rate during period		0.50%
Term Loan [Member] | One Month SOFR [Member]
Debt Instrument [Line Items]
Percentage of interest rate during period		1.00%
Term Loan [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of credit facility, additional amount of incremental facility		$ 25,000,000

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Debt - Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Six months ending December 31, 2023	$ 15,625
Year ending December 31, 2024	1,563
Year ending December 31, 2025	2,500
Year ending December 31, 2026	29,062
Total debt	48,750
Less current portion	(16,250)	$ (1,250)
Less unamortized debt discount and debt issuance costs	(8,008)
Add capitalized paid-in-kind interest	1,344
Total long-term debt	$ 25,836	$ 39,735

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Stockholders' Equity - Additional Information (Details) - USD ($)		6 Months Ended
	Jun. 15, 2023	Jun. 30, 2023	Dec. 31, 2022
Number of shares authorized		2,000,000,000
Par value of shares authorized		$ 0.0001
Common stock, shares authorized		1,900,000,000	1,900,000,000
Preferred stock, shares authorized		100,000,000	100,000,000
Common stock shares voting rights		The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers.
Common stock, par value		$ 0.0001	$ 0.0001
The Forfeiture Agreement
Number of shares, forfeited	8,000,000
Consideration paid for forfeiture of shares	$ 0
Reduction in additional paid in capital		$ 800
Common Class A [Member]
Common stock, shares authorized		1,600,000,000	1,600,000,000
Common stock shares voting rights		one vote
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common Class A [Member] | The Forfeiture Agreement
Number of shares, forfeited	3,199,946
Common stock, par value	$ 0.0001
Common Class C [Member]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common Class X [Member]
Common stock, shares authorized		200,000,000
Common stock shares voting rights		ten votes
Common Class X [Member] | The Forfeiture Agreement
Number of shares, forfeited	4,800,054
Common stock, par value	$ 0.0001

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Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Unrealized Gain (Loss) on Derivatives, Balances at Beginning	$ (103)	$ (148)	$ 131	$ (32)
Unrealized Gain (Loss) on Derivatives, Other comprehensive loss before reclassifications	(206)	13	(307)	(149)
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss)	61	74	(26)	143
Unrealized Gain (Loss) on Derivatives, Tax effect	(36)	22	(82)	(1)
Unrealized Gain (Loss) on Derivatives, Balance at Ending	(284)	(39)	(284)	(39)
Foreign Currency Translation Adjustment, Balances at Beginning	(84)	15	(94)	11
Foreign Currency Translation Adjustment, Other comprehensive loss before reclassifications	35	(51)	45	(47)
Foreign Currency Translation Adjustment, Balance at Ending	(49)	(36)	(49)	(36)
Balances at Beginning	(187)	(133)	37	(21)
Other comprehensive loss before reclassifications	(171)	(38)	(262)	(196)
Amounts reclassified from accumulated other comprehensive income (loss)	61	74	26	143
Tax effect	(36)	22	(82)	(1)
Balance at Ending	$ (333)	$ (75)	$ (333)	$ (75)

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Equity-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 15, 2023 $ / shares shares	May 31, 2022	Jun. 30, 2023 USD ($) Employee $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Employee $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 14, 2023 shares	Jan. 01, 2023 shares	Dec. 31, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized equity-based compensation expense | $			$ 40,700		$ 40,700
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $						$ 308
Weighted-average remaining period					2 years 10 months 6 days
Number of terminated employees stock awards modified | Employee			100		100
Common stock, par value | $ / shares			$ 0.0001		$ 0.0001				$ 0.0001
Consecutive trading days					30 days
Vesting percentage exercisable of the first four anniversaries	25.00%
Class A Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, par value | $ / shares	$ 0.0001		$ 0.0001		$ 0.0001				$ 0.0001
Time Vesting Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option vest based on continued service	7,961,088
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reduction in equity-based compensation cost recognized | $			$ 400		$ 1,000
2021 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation number of shares available for grant			13,640,317		13,640,317
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $					$ 2,100
Number of options exercisable			26,708,560		26,708,560
Inducement Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation number of shares available for grant							23,883,265
Inducement Plan [Member] | Class A Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation number of shares available for grant	23,883,265
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock at a price equal		85.00%
Common stock issued					981,853
Average price per share | $ / shares					$ 0.46
Maximum [Member] | 2021 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation number of shares available for grant								15,608,106
RSUs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of RSU, vested | $			$ 1,700	$ 0	$ 7,600	$ 0
Performance Vesting Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average exercise price per option | $ / shares			$ 0.44		$ 0.44
Number of options exercisable			0		0
Option vest based on performance	15,922,177				15,900,000
Performance Vesting Options [Member] | Vesting Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options vested	3,980,544
Share Price | $ / shares	$ 1
Performance Vesting Options [Member] | Vesting Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options vested	3,980,544
Share Price | $ / shares	$ 1.5
Performance Vesting Options [Member] | Vesting Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options vested	3,980,544
Share Price | $ / shares	$ 2
Performance Vesting Options [Member] | Vesting Tranche Four [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options vested	3,980,545
Share Price | $ / shares	$ 2.5

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Equity-Based Compensation - Summary of the Option Activity under the Equity Compensation Plans (Details) - 2021 Plan [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Schedule of Share Based Compensation Activity [Line Items]
Number of Options, Outstanding Beginning	48,414,625
Number of Options, Granted	27,346,753
Number of Options, Forfeited	(5,464,000)
Number of Options, Expired	(504,898)
Number of Options, Outstanding Ending	69,792,480	48,414,625
Number of Options, Exercisable	26,708,560
Weighted- Average Exercise Price (per option), Outstanding Beginning	$ 2.65
Weighted- Average Exercise Price (per option), Granted	0.46
Weighted- Average Exercise Price (per option), Forfeited	2.85
Weighted- Average Exercise Price (per option), Expired	2.66
Weighted- Average Exercise Price (per option), Outstanding Ending	1.78	$ 2.65
Weighted- Average Exercise Price (per option), Exercisable	$ 2.38
Weighted- Average Remaining Contractual Term (in years), Outstanding	7 years 21 days	6 years 4 months 6 days
Weighted- Average Remaining Contractual Term (in years), Exercisable	3 years 3 months

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Equity-Based Compensation - Summary of Restricted Stock Unit ("RSU") Activity (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Outstanding Beginning | shares	3,159,185
Number of RSUs, Granted | shares	23,121,170
Number of RSUs, Vested | shares	(11,113,084)
Number of RSUs, Forfeited | shares	(974,173)
Number of RSUs, Outstanding Ending | shares	14,193,098
Weighted Average Fair Value (per RSU), Outstanding Beginning | $ / shares	$ 1.45
Weighted Average Fair Value (per RSU), Granted | $ / shares	0.58
Weighted-Average Fair Value (per RSU), Vested | $ / shares	0.68
Weighted-Average Fair Value (per RSU), Forfeited | $ / shares	0.74
Weighted Average Fair Value (per RSU), Outstanding Ending | $ / shares	$ 0.67

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Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free rate	4.60%
Dividend yield rate	0.00%
Volatility	55.30%
Expected term (in years)	6 months
Weighted-average grant date fair value	$ 0.14
Time Vesting Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free rate	3.80%	2.80%
Dividend yield rate	0.00%	0.00%
Volatility	54.80%	52.60%
Expected term (in years)	5 years 11 months 1 day	6 years 3 months
Weighted-average grant date fair value	$ 0.27	$ 0.64
Performance Vesting Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free rate	3.70%
Dividend yield rate	0.00%
Volatility	53.70%
Expected term (in years)	10 years
Weighted-average grant date fair value	$ 0.26

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Equity-Based Compensation - Summary of Equity-Based Compensation Expense - Summary of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items]
Equity-based compensation	$ 3,161	$ 3,001	$ 12,716	$ 7,565
Cost of Revenue [Member]
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items]
Equity-based compensation	327	382	1,756	717
Selling and Marketing [Member]
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items]
Equity-based compensation	1,771	1,018	5,157	2,657
Enterprise Technology and Development [Member]
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items]
Equity-based compensation	140	(17)	703	910
General and Administrative [Member]
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items]
Equity-based compensation	$ 923	$ 1,618	$ 5,100	$ 3,281

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Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Foreign Exchange Option [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative asset, notional amount	$ 15,400	$ 17,600
Foreign Exchange Forward [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative asset, notional amount	$ 0	$ 0

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Derivative Financial Instruments - Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Gains (losses) recognized on derivatives not designated as hedging instruments	$ (171)	$ (38)	$ (262)	$ (196)
Total amounts reclassified	(61)	(74)	(26)	(143)
Foreign Currency Hedges [Member]
Total amounts reclassified	(61)	(74)	26	(143)
Foreign Currency Hedges [Member] | Cost of Revenue [Member]
Gains (losses) recognized on derivatives not designated as hedging instruments	(54)	6	(95)	(45)
Total amounts reclassified	(25)	(32)	11	(62)
Foreign Currency Hedges [Member] | General and Administrative [Member]
Total amounts reclassified	(36)	(42)	15	(81)
Foreign Currency Hedges [Member] | Other comprehensive income (loss) [Member]
Gains (losses) recognized on derivatives not designated as hedging instruments	$ (206)	$ 13	$ (307)	$ (149)

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Restructuring - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ (100)	$ 1,300	$ 5,300	$ 8,600
Termination benefit related to headcount reductions	$ 256	1,320	$ 256	1,320	$ 1,389	$ 469	$ 4,618
Digital Content Assets
Restructuring Cost and Reserve [Line Items]
Accelerated depreciation / amortization		1,500		2,600
Computer software and web development [Member]
Restructuring Cost and Reserve [Line Items]
Accelerated depreciation / amortization		$ 1,200		$ 3,400

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Restructuring - Summary of Restructuring Related Liability and Restructuring Costs Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Balance, beginning of period	$ 1,389	$ 4,618	$ 469
Restructuring Charges	(107)	1,332	5,280	$ 8,555
Payments / Utilizations	(1,026)	(4,630)	(5,493)	(7,235)
Balance, end of period	256	1,320	256	1,320
Employee-Related Costs
Restructuring Cost and Reserve [Line Items]
Balance, beginning of period	1,389	4,618	469
Restructuring Charges	(107)	1,332	5,280	8,555
Payments / Utilizations	(1,026)	(4,630)	(5,493)	(7,235)
Balance, end of period	$ 256	$ 1,320	$ 256	$ 1,320

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax (provision) benefit	$ 12	$ 281	$ (36)	$ 987
Effective benefit tax rate	0.00%	0.70%	0.10%	0.80%

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Earnings (Loss) Per Share - Summary of the Computation of Loss Per Share of Class A and Class X Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (25,748)	$ (29,188)	$ (41,867)	$ (73,533)	$ (54,936)	$ (115,400)
Denominator:
Weighted-average common shares outstanding, basic	314,311,797		307,204,999		311,740,463	306,786,192
Weighted-average common shares outstanding, diluted	314,311,797		307,204,999		311,740,463	306,786,192
Net loss per common share, basic	$ (0.08)		$ (0.14)		$ (0.18)	$ (0.38)
Net loss per common share, diluted	$ (0.08)		$ (0.14)		$ (0.18)	$ (0.38)

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Earnings (Loss) Per Share - Additional Information (Details) - shares		6 Months Ended
	Jun. 15, 2023	Jun. 30, 2023
Performance Vesting Options [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Option vest based on performance	15,922,177	15,900,000
The Forfeiture Agreement
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of shares, forfeited	8,000,000

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Earnings (Loss) Per Share - Summary of Common Shares That Are Excluded From the Computation of Diluted Net Loss Per Common Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	111,766,323	75,082,903
Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	69,792,480	49,299,729
RSUs [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	14,193,098	2,719,185
Compensation Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,980,656	3,980,656
Public and Private Placement Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	15,333,333	15,333,333
Term Loan Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	4,716,756
Earn-out Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,750,000	3,750,000

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Subsequent Events - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jul. 24, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Aug. 08, 2022
Subsequent Event [Line Items]
Borrowings outstanding		$ 48,750,000		$ 48,750,000
Interest expense		2,368,000	$ 3,000	4,699,000	$ 22,000
Term Loan Warrants [Member] | Forecast [Member]
Subsequent Event [Line Items]
Fair value of warrant liabilities	$ 800,000					$ 1,600,000
Term Loan [Member]
Subsequent Event [Line Items]
Fair value of warrant liabilities							$ 5,200,000
Borrowings outstanding		50,100,000		50,100,000
Interest expense		$ 2,400,000		$ 4,700,000
Common Class A [Member] | Term Loan [Member]
Subsequent Event [Line Items]
Number of warrants issued							4,716,756
Class of warrants or rights exercise price per share							$ 1.85
Subsequent Event [Member] | Term Loan [Member]
Subsequent Event [Line Items]
Financial covenants, minimum revenue levels required each quarter prior to March 31, 2024	100,000,000
Financial covenants, minimum revenue levels required, thereafter and prior to December 31, 2025	120,000,000
Financial covenants, minimum liquidity levels required each quarter prior to March 31, 2024	20,000,000
Financial covenants, minimum liquidity levels required, thereafter and prior to December 31, 2025	25,000,000
Partial prepayment on term loan	15,000,000
Borrowings outstanding	$ 35,600
Percentage of interest paid in kind	1.00%
Percentage of repayment of debt instrument	5.00%
Prepayment premium	$ 800,000
Interest expense	100,000
Paid in kind interest	$ 500,000
Subsequent Event [Member] | Common Class A [Member] | Term Loan [Member]
Subsequent Event [Line Items]
Class of warrants or rights exercise price per share	$ 0.41