[SCHEDULE 13G] The Beachbody Company, Inc. SEC Filing
The Beachbody Company, Inc. received a Schedule 13G showing that Whetstone Capital Advisors, LLC and David Atterbury together report beneficial ownership of 354,467 shares of Class A common stock, representing 8.3% of the class. The filing shows no sole voting or dispositive power; the reported positions are shared voting and shared dispositive power. The reporting persons certify the stake was not acquired to change or influence control and the filing identifies Whetstone as an investment adviser and Atterbury as a control/holding person in their capacities. This disclosure signals a significant passive stake above the 5% threshold without an intent to seek control.
- Material disclosure: Reporting persons beneficially own 354,467 shares (8.3% of Class A), which is above the 5% disclosure threshold
- Transparency: Filing uses Schedule 13G and includes a certification that the stake was not acquired to change or influence control
- No sole control: Reporting persons report 0 shares with sole voting or dispositive power, limiting immediate ability to effect unilateral governance changes
Insights
TL;DR: A material passive stake of 8.3% reported; likely a strategic investment but not an active control bid.
Whetstone's 8.3% position is sizeable relative to public float and must be monitored for potential influence in shareholder votes despite the passive Schedule 13G filing. The absence of sole voting or dispositive power suggests the investor currently lacks unilateral control. For investors, the filing is material because holdings above 5% can affect governance outcomes if the holder coordinates with others, yet the certification and choice of Schedule 13G indicate no immediate control intent.
TL;DR: Reported shared ownership of 8.3% is material but classified as passive under Schedule 13G, lowering immediate takeover concerns.
The filing documents shared voting/dispositive power rather than sole authority, and the signed certification affirms no intent to influence control. From a governance perspective, this creates a new significant shareholder to track for future voting blocs or nominations, but the current disclosure does not indicate activist behavior or control changes.