Beachbody Company Inc (BODY)

[littlejohn]

$2,900,000,000 divided by $10/share =

290,000,000 shares?...


devil can be in the details...


spacs are designed to enrich

target companies and may not

benefit share owners as much...



some proposed details from following

filing link...

https://www.otcmarkets.com/filing/html?id=14968661&guid=vT5UkerCXqNmLyh


Consideration Received under the Merger Agreement

In consideration for the consummation of the Business Combination and as a result of the Mergers, among other things, all outstanding equity interests of Beachbody and Myx will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of common stock (or, in the case of outstanding Beachbody options, options to purchase shares of common stock) in the Company that is approximately equal to the quotient obtained by dividing (x) $2,900,000,000 by (y) $10.00, provided, however, that (1) certain Beachbody equityholders will receive common stock in the Company with similar rights as those being issued to all other recipients of merger consideration, except that such common stock will carry 10 votes per share; (2) certain Myx equityholders will be entitled to receive, in lieu of their pro rata portion (based on their percentage ownership interests in Myx) of such shares, an amount in cash equal to the value of such shares, up to an aggregate amount of cash among all such equityholders not to exceed the result of $37.7 million minus certain payments to be made by Forest Road on behalf of Myx as setforth in the Merger Agreement; and (3) the foregoing consideration is subject to adjustment (x) in the case of the Beachbody equity interests, based on the transaction expenses of Beachbody and Forest Road, and (y) in the case of each of the Beachbody equity interests and the Myx equity interests, based on the date on which the Closing occurs (the “Closing Date”) and the related number of Myx units issuable to Beachbody, LLC, a Delaware limited liability company (“BB”) and wholly-owned subsidiary of Beachbody, upon conversion of instruments between Myx and BB, dated December 7, 2020, as amended pursuant to the first amendment thereto, dated as of February 9, 2021 and March 4, 2021, pursuant to which BB

17

Table of Contents
funded Myx with an aggregate of $15 million subject to certain terms and conditions, including (but not limited to) the right to convert, upon certain conditions, certain of BB’s rights under such instruments into equity interests of My



Company requested share owners to

increase authorized share amount

before completing proposed deal...


every tech device has a calculator

so you can check the math...