0001827821FALSE00018278212023-11-072023-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 7, 2023
Forge Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3979498-1561111
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
415 Mission St.
Suite 5510
San Francisco, California
(Address of principal executive offices)
94105
(Zip Code)
(415) 881-1612
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange on
which registered
Common Stock, $0.0001 par value per shareFRGENYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o



Item 2.02. Results of Operations and Financial Condition.
On November 7, 2023, Forge Global Holdings, Inc. issued a press release announcing its results for the quarter ended September 30, 2023, as well as supplemental financial information and key business metrics to its website at https://ir.forgeglobal.com. Copies of the press release and supplemental materials are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Current Report on Form 8-K and the accompanying exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
99.2
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.



SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Forge Global Holdings, Inc.
Date: November 7, 2023
By: /s/ Kelly Rodriques
Name:Kelly Rodriques
Title:Chief Executive Officer


Exhibit 99.1
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Forge Global Holdings, Inc. Reports Third Quarter Fiscal Year 2023 Results

Total Revenue Less Transaction Based Expenses Was $18.4 million in 3Q23

Trading Volume Was $234.1 million in 3Q23

Net Take Rate Was 3.0% in 3Q23

Forge Trust Custodial Cash Was $518 million in 3Q23



SAN FRANCISCO – November 7, 2023 – Forge Global Holdings, Inc. (“Forge,” or the “Company”) (NYSE: FRGE), a leading provider of marketplace infrastructure, data services and technology solutions for private market participants, today announced its financial results for the third quarter ended September 30, 2023.

“In the third quarter, investors demonstrated a continued cautious return to the private market — which drove higher volumes and revenue in our markets business compared to both Q1 and Q2,” said Kelly Rodriques, CEO of Forge. “This improvement was observed for the third quarter even as continued concern over Fed actions and interest rates, as well as existing geopolitical conflicts served as a backdrop heading into the fourth quarter.”

Financial Highlights for the Third Quarter 2023 

Forge believes that quarter-over-quarter comparisons are more indicative of the current state of the business. For year-ago-quarter comparisons, please reference the unaudited condensed consolidated financial statements in the Quarterly Report on Form 10-Q that will be filed on or around the date of this press release.

Revenue: Total revenue less transaction-based expenses was $18.4 million compared to $16.6 million in the quarter ended June 30, 2023.

Operating Loss: Total operating loss was $21.5 million compared to total operating loss of $22.6 million in the quarter ended June 30, 2023.

Net Loss: Net loss was $19.0 million compared to net loss of $25.1 million in the quarter ended June 30, 2023.

Adjusted EBITDA: Total adjusted EBITDA was a loss of $10.4 million compared to total adjusted EBITDA loss of $11.8 million in the quarter ended June 30, 2023.

Cash Flow from Operating Activities: Net cash used in operating activities was $3.5 million compared to $13.6 million in the quarter ended June 30, 2023.

Cash Flow from Investing Activities: Net cash used in investing activities was $0.5 million compared to net cash used in investing activities of $2.7 million in the quarter ended June 30, 2023.

Ending Cash Balance: Cash and cash equivalents as of September 30, 2023 was $155.1 million.

Share Count: Basic weighted-average number of shares used to compute net loss per share attributable to common stockholders for the quarter ended September 30, 2023, was 174 million shares and fully diluted outstanding share count as of September 30, 2023 was 198 million shares.





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We estimate for the quarter ended December 31, 2023 that Forge will have 175.1 million weighted average basic shares outstanding, which will be used to calculate earnings per share in a loss position.

Fully diluted outstanding share count includes all common shares outstanding plus shares that would be issued in respect to outstanding options and warrants, net of shares to be withheld in respect to exercise price of the respective instruments. Instruments that are out of the money are excluded from the fully diluted outstanding share count.

KPIs for the Third Quarter 2023

Trading Volume was $234.1 million, up 53% quarter-over-quarter.

Net Take Rate was 3.0%, down 19% quarter-over-quarter.

Total Placement Fee revenues, less transaction-based expenses, totaled $7.1 million, up 27% quarter-over-quarter.

Total Custodial Administration Fee revenues totaled $11.3 million, up 3% quarter-over-quarter.

Total Custodial Accounts increased from 1.97 million to 2.02 million, up 3% quarter-over-quarter.

Total Assets Under Custody decreased from $15.3 billion to $15.1 billion, down 1% quarter-over-quarter.

Additional Business Metrics for the Third Quarter 2023

Forge Trust Custodial Cash: Forge Trust Custodial Cash totaled $518 million, down 6% quarter-over-quarter.

Total Number of Companies with Indications of Interest (IOIs): The total number of companies with IOIs were 502, up 3% quarter-over-quarter.

Headcount: Forge finished out the quarter ended September 30, 2023 with a total headcount of 344, a decrease of 4% quarter-over-quarter.

Please refer to the section titled “Use of Non-GAAP Financial Information” and the tables within this press release which contain explanations and reconciliations of the Company’s non-GAAP financial measures. 

Webcast/Conference Call Details

Forge will host a webcast conference call today, November 7th, 2023, at 4:30 p.m. Eastern Time / 1:30 p.m Pacific Time to discuss these financial results and business highlights. The listen-only webcast is available at https://ir.forgeglobal.com. Investors and participants can access the conference call over the phone by dialing 1 (888) 440-4165 from the United States, or +1 (646) 960-0858 internationally. The conference ID is 5410143. The Supplemental Investor Information for this quarter is also posted on https://ir.forgeglobal.com.

Use of Non-GAAP Financial Information

In addition to our financial results determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Adjusted EBITDA, a non-GAAP financial measure. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding our performance by excluding specific financial items that have less bearing on our core operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of




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Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net loss, and not to rely on any single financial measure to evaluate our business.
We defined Adjusted EBITDA as net loss, adjusted to exclude: (i) interest expense, net, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) change in fair value of warrant liabilities, (vi) acquisition-related transaction costs, and (vii) other significant gains, losses, and expenses (such as impairments, transaction bonus) that we believe are not indicative of our ongoing results.

Forward-Looking Statements

This press release contains “forward-looking statements,” which generally are accompanied by words such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate or relate to future events or trends or Forge’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Forge’s beliefs regarding its financial position and operating performance, as well as future opportunities for Forge to expand its business. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by Forge and its management, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in Forge’s documents filed, or to be filed, with the SEC, including in its Quarterly Report on Form 10-Q that will be filed on or around the date of this press release. There may be additional risks that Forge presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Forge’s expectations, plans or forecasts of future events and views as of the date of this press release. Forge anticipates that subsequent events and developments will cause its assessments to change. However, while Forge may elect to update these forward-looking statements at some point in the future, Forge specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Forge’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

About Forge

Forge is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. Forge Securities LLC is a registered broker-dealer and a Member of FINRA that operates an alternative trading system.

Contacts

Investor Relations Contact:
Dominic Paschel
ir@forgeglobal.com

Media Contact:
Lindsay Riddell
press@forgeglobal.com 




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FORGE GLOBAL HOLDINGS, INC.
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars, except share and per share data)
September 30,
2023
December 31,
2022
Assets
Current assets:
Cash and cash equivalents$155,127 $193,136 
Restricted cash1,299 1,829 
Accounts receivable, net3,871 3,544 
Prepaid expenses and other current assets10,148 8,379 
Total current assets$170,445 $206,888 
Property and equipment, net317 359 
Internal-use software, net5,023 7,640 
Goodwill and other intangible assets, net130,897 133,887 
Operating lease right-of-use assets3,379 5,706 
Payment-dependent notes receivable, noncurrent5,763 7,371 
Other assets, noncurrent1,696 1,878 
Total assets$317,520 $363,729 
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable$1,480 $2,797 
Accrued compensation and benefits8,798 13,271 
Accrued expenses and other current liabilities8,121 6,421 
Operating lease liabilities, current2,300 3,896 
Total current liabilities$20,699 $26,385 
Operating lease liabilities, noncurrent2,002 3,541 
Payment-dependent notes payable, noncurrent5,763 7,371 
Warrant liabilities3,321 606 
Other liabilities, noncurrent185 365 
Total liabilities$31,970 $38,268 
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value; 175,173,113 and 172,560,916 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
18 18 
Additional paid-in capital534,659 509,094 
Accumulated other comprehensive loss601 693 
Accumulated deficit(254,843)(190,418)
Total Forge Global Holdings, Inc. stockholders’ equity$280,435 $319,387 
Noncontrolling Interest5,115 6,074 
Total stockholders’ equity$285,550 $325,461 
Total liabilities, convertible preferred stock and stockholders’ equity$317,520 $363,729 




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FORGE GLOBAL HOLDINGS, INC.
Unaudited Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars, except share and per share data)
Three Months EndedNine Months Ended
September 30, 2023June 30, 2023September 30, 2022September 30, 2023September 30, 2022
Revenues:
Placement fees $7,283 $5,723 $8,227 $17,638 $33,763 
Custodial administration fees11,280 10,997 7,673 33,124 18,799 
  Total revenues$18,563 $16,720 $15,900 $50,762 $52,562 
Transaction-based expenses:
Transaction-based expenses (148)(83)(86)(250)(397)
Total revenues, less transaction-based expenses $18,415 $16,637 $15,814 $50,512 $52,165 
Operating expenses:
Compensation and benefits27,650 25,154 44,040 78,566 115,064 
Professional services2,883 3,265 3,799 8,884 11,169 
Acquisition-related transaction costs— — 821 — 5,219 
Advertising and market development910 876 928 2,463 3,873 
Rent and occupancy1,142 1,148 1,097 3,616 3,803 
Technology and communications3,763 3,475 3,536 10,628 8,368 
General and administrative1,870 3,525 2,601 8,143 7,373 
Depreciation and amortization1,710 1,747 1,428 5,246 4,531 
Total operating expenses$39,928 $39,190 $58,250 $117,546 $159,400 
Operating loss $(21,513)$(22,553)$(42,436)$(67,034)$(107,235)
Interest and other income (expenses):
Interest income1,725 1,319 874 4,553 1,161 
Change in fair value of warrant liabilities907 (3,790)25,210 (2,715)19,808 
Other income (expenses), net215 217 202 647 731 
Total interest income and other income (expenses)$2,847 $(2,254)$26,286 $2,485 $21,700 
Loss before provision for income taxes$(18,666)$(24,807)$(16,150)$(64,549)$(85,535)
Provision for income taxes291 293 48 769 206 
Net loss$(18,957)$(25,100)$(16,198)$(65,318)$(85,741)
Net loss attributable to noncontrolling interest$(609)$(211)$ $(893)$ 
Net loss attributable to Forge Global Holdings, Inc.$(18,348)$(24,889)$(16,198)$(64,425)$(85,741)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic$(0.11)$(0.14)$(0.10)$(0.37)$(0.64)
Diluted$(0.11)$(0.14)$(0.12)$(0.37)$(0.66)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic173,957,880 173,289,549 169,838,778 173,045,721 134,683,950 
Diluted173,957,880 173,289,549 170,209,256 173,045,721 135,960,612 




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FORGE GLOBAL HOLDINGS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Three Months EndedNine Months Ended
September 30, 2023June 30, 2023September 30, 2022September 30, 2023September 30, 2022
Cash flows from operating activities:
Net loss$(18,957)$(25,100)$(16,198)$(65,318)$(85,741)
Adjustments to reconcile net loss including noncontrolling interest to net cash (used in) provided by operations:
Share-based compensation9,233 8,809 26,712 25,443 45,974 
Depreciation and amortization1,711 1,747 1,428 5,247 4,531 
Transaction expenses related to the Merger— — — — 3,132 
Amortization of right-of-use assets748 734 858 2,327 2,819 
Loss on impairment of long lived assets— — — 536 446 
Allowance for doubtful accounts358 49 25 529 294 
Change in fair value of warrant liabilities(907)3,790 (25,210)2,715 (19,808)
Settlement of related party promissory notes— — — — 5,517 
Changes in operating assets and liabilities:
Accounts receivable456 (1,448)(1,586)(857)2,042 
Prepaid expenses and other assets1,371 (2,227)2,678 1,590 (4,265)
Accounts payable(89)148 (1,886)(1,318)(43)
Accrued expenses and other liabilities723 1,691 1,584 2,011 402 
Accrued compensation and benefits3,042 (783)1,558 (4,472)(11,118)
Operating lease liabilities(1,236)(1,032)(1,361)(3,317)(3,942)
Net cash used in operating activities$(3,547)$(13,622)$(11,398)$(34,884)$(59,760)
Cash flows from investing activities:
Purchases of property and equipment(14)(28)(10)(113)(116)
Purchases of intangible assets— — (29)— (126)
Capitalized internal-use software development costs— — (1,358)— (4,590)
Purchases of certificates of deposit(515)(2,665)— (3,180)— 
Net cash used in investing activities$(529)$(2,693)$(1,397)$(3,293)$(4,832)
Cash flows from financing activities:
Proceeds from the Merger— — — — 7,865 
Proceeds from PIPE investment and A&R FPA investors— — — — 208,500 
Payments for offering costs— — — — (56,852)
Proceeds from exercise of Public Warrants— — 804 — 22,940 
Proceeds from exercise of options, including proceeds from repayment of promissory notes23 269 492 353 997 
Taxes withheld and paid related to net share settlement of equity awards— — — (557)— 
Formation of Forge Europe
— — 9,488 — 9,488 
Payments for redemption of Public Warrants— — (165)— (165)
Net cash (used in) provided by financing activities$23 $269 $10,619 $(204)$192,773 
Effect of changes in currency exchange rates on cash and cash equivalents(333)(53)(159)(158)(159)
Net (decrease) increase in cash and cash equivalents(4,386)(16,099)(2,335)(38,539)128,022 
Cash, cash equivalents and restricted cash, beginning of the period160,812 176,911 206,761 194,965 76,404 
Cash, cash equivalents and restricted cash, end of the period$156,426 $160,812 $204,426 $156,426 $204,426 
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets
Cash and cash equivalents$155,127 $159,526 $202,603 $155,127 $202,603 
Restricted cash1,299 1,286 1,823 1,299 1,823 
Total cash, cash equivalents and restricted cash, end of the period$156,426 $160,812 $204,426 $156,426 $204,426 




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FORGE GLOBAL HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Results
(In thousands of U.S. dollars) 
Three Months EndedNine Months Ended
September 30, 2023June 30, 2023September 30, 2022September 30, 2023September 30, 2022
Net loss$(18,957)$(25,100)$(16,198)$(65,318)$(85,741)
Add:
Interest income (expense), net(1,725)(1,319)(874)(4,553)(1,161)
Provision for (benefit from) income taxes291 293 48 769 206 
Depreciation and amortization1,710 1,747 1,428 5,246 4,531 
Loss or impairment on long lived assets— — — 536 446 
Share-based compensation expense9,233 8,809 26,712 25,443 45,974 
Change in fair value of warrant liabilities(907)3,790 (25,210)2,715 (19,808)
Acquisition-related transaction costs (1)
— — 821 — 5,219 
Transaction bonus (2)
— — — — 17,735 
Adjusted EBITDA$(10,355)$(11,780)$(13,273)$(35,162)$(32,599)
(1)Acquisition-related transaction costs represent charges involved in the merger between Forge Global, Inc. and Motive Capital Corp as further described in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Merger”), other business combinations, and strategic opportunities. These expenses include legal, accounting, and investment banking advisory services.
(2)Represents a one-time transaction bonus to certain executives as a result of the consummation of the Merger.






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FORGE GLOBAL HOLDINGS, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
KEY OPERATING METRICS
(In thousands of U.S. dollars)
Key Business Metrics 
We monitor the following key business metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. The tables below reflect period-over-period changes in our key business metrics, along with the percentage change between such periods. We believe the following business metrics are useful in evaluating our business:
Three Months EndedNine Months Ended
Dollars in thousandsSeptember 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
TRADING BUSINESS
Trades5674484261,3211,652
Volume234,141153,182226,229515,486975,984
Net Take Rate3.0 %3.7 %3.6 %3.4 %3.4 %
Placement fee revenues, less transaction-based expenses7,1355,6408,14117,38833,366
Trades are defined as the total number of orders executed by us and acquired entities buying and selling private stocks on behalf of private investors and shareholders. Increasing the number of orders is critical to increasing our revenue and, in turn, to achieving profitability.
Volume is defined as the total sales value for all securities traded through our Forge Markets platform. Volume is defined as the aggregate value of the issuer company’s equity attributed to both the buyer and seller in a trade and as such a $100 trade of equity between buyer and seller would be captured as $200 volume for us. Although we typically capture a commission on each side of a trade, we may not in certain cases due to factors such as the use of an external broker by one of the parties or supply factors that would not allow us to attract sellers of shares of certain issuers. Volume is influenced by, among other things, the pricing and quality of our services as well as market conditions that affect private company valuations, such as increases in valuations of comparable companies at IPO.
Net Take Rates are defined as our placement fee revenues, less transaction-based expenses (as defined below), divided by Volume. These represent the percentage of fees earned by our marketplace on any transactions executed from the commission we charged on such transactions (less transaction-based expenses), which is a determining factor in our revenue. The Net Take Rate can vary based upon the service or product offering and is also affected by the average order size and transaction frequency. Transaction-based expenses represent fees incurred to support placement activities. These include, but are not limited to, those for fund management, fund and trade settlement, external broker fees and transfer fees.
As ofQoQYoY
Dollars in thousandsSeptember 30, 2023June 30, 2023September 30, 2022Change% ChangeChange% Change
CUSTODY BUSINESS
Total Custodial Accounts2,023,756 1,970,617 1,811,774 53,139 %211,982 12 %
Assets Under Custody$15,148,480 $15,299,816 $14,967,314 $(151,336)(1)%$181,166 %
Total Custodial Accounts are defined as our direct customers’ existing or new custodial accounts that are funded, or unfunded accounts that are in the process of funding with active transfer activity on the account. These relate to our Custodial Administration fees revenue stream and are an important measure of our business as the number of Total Custodial Accounts is an indicator of our future revenues from certain account maintenance, transaction and sub-account fees.





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Assets Under Custody is the reported value of all client holdings held under our agreements, including cash submitted to us by the responsible party. These assets can be held at various financial institutions, issuers and in our vault. As the custodian of the accounts, we collect all interest and dividends, handle all fees and transactions, and any other considerations for the assets concerned. Our fees are earned from the overall maintenance activities of all assets and are not charged on the basis of the dollar value of Assets Under Custody, but we believe that Assets Under Custody is a useful metric for assessing the relative size and scope of our business.




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1 Supplemental Investor Information November 2023


 
2 Important Information As previously announced, on March 21, 2022, as contemplated by that certain Agreement and Plan of Merger, dated September 13, 2021 (the “Merger Agreement”), by and among Motive Capital Corp, a Cayman Islands exempted company (“Motive”), FGI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Motive (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge Global”), Motive changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), changing its name to “Forge Global Holdings, Inc.” (the “Company”), and following the Domestication, as contemplated by the Merger Agreement, Merger Sub merged with and into Forge Global, with Forge Global surviving the merger as a wholly owned subsidiary of the Company (together with the Domestication, the “Business Combination”). On March 25, 2022, the Company filed a Current Report on Form 8-K (the “Form 8-K”) which, among other things, included the audited financial statements (and notes thereto) of Forge Global as of and for the fiscal years ended December 31, 2021 and 2020 (the “Forge Global 2021 Financial Statements”), Management’s Discussion and Analysis of Financial Condition and Results of Operations for Forge Global for the years ended December 31, 2021 and 2020 (the “Forge Global 2021 MD&A”), and Unaudited Pro Forma Condensed Combined Financial Information of Motive and Forge Global as of and for the year ended December 31, 2021 giving effect to the Business Combination and related transactions (the “Pro Forma Financial Information,” and together with the Forge Global 2021 Financial Statements, Forge Global 2021 MD&A, and Pro Forma Financial Information, the “2021 Financial Information”). In addition, the Company issued press releases announcing its results for the periods and on the dates detailed below, which include certain quarterly or annual financial information and key business metrics (collectively, the “Earnings Releases”). The Company also filed or will file corresponding Quarterly Reports on Form 10-Q (each, a “Quarterly Report”) and Annual Reports on Form 10-K (each, an “Annual Report”) for the periods and on the dates detailed below. Among other things, such filings included or will include the interim unaudited or audited financial statements (and notes thereto) of the Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Company for such periods (collectively, the “Periodic Filings”). • Quarter ended March 31, 2022: Press release filed on May 16, 2022. Quarterly Report filed on May 16, 2022. • Quarter ended June 30, 2022: Press release filed on August 11, 2022. Quarterly Report filed on August 12, 2022. • Quarter ended September 30, 2022: Press release filed on November 9, 2022. Quarterly Report filed on November 14, 2022. • Quarter and year ended December 31, 2022: Press release filed on February 28, 2023. Annual Report filed on March 1, 2023. • Quarter ended March 31, 2023: Press release filed on May 9, 2023. Quarterly Report filed on May 9, 2023. • Quarter ended June 30, 2023: Press release filed on August 8, 2023. Quarterly Report filed on August 8, 2023. • Quarter ended September 30, 2023: Press release filed on November 7, 2023. Quarterly Report to be filed on or around such date. To further assist investors, the Company is furnishing the following additional financial information, key business metrics, and data (the “Supplemental Information”). The following Supplemental Information is unaudited, has not been reviewed by the Company’s independent registered public accounting firm, and is subject to change. The Supplemental Information is qualified by in its entirety, and should be read in conjunction with, 1) the 2021 Financial Information, 2) the Earnings Releases, and 3) the Periodic Filings.


 
3 Use of Non-GAAP Financial Information In addition to its financial results determined in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the Company presents Adjusted EBITDA, a non-GAAP financial measure. The Supplemental Information includes Adjusted EBITDA, a non-GAAP financial measure. The Company uses Adjusted EBITDA to evaluate its ongoing operations and for internal planning and forecasting purposes. The Company believes that Adjusted EBITDA, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding its performance by excluding specific financial items that have less bearing on its core operating performance. The Company considers Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in its business and its historical operating performance on a more consistent basis. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in the Company’s industry, may calculate similarly titled non- GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. A reconciliation is provided in the Supplemental Information for Adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net income (loss), and not to rely on any single financial measure to evaluate the Company’s business. The Company defines Adjusted EBITDA as net loss, adjusted to exclude: (i) interest expense, net, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) change in fair value of warrant liabilities, (vi) acquisition-related transaction costs, and (vii) other significant gains, losses, and expenses (such as impairments, transaction bonus) the Company believes are not indicative of its ongoing results. Forward-Looking Statements The Supplemental Information may contain “forward-looking statements,” which generally are accompanied by words such as “believe,” “may,” ”could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate, or relate to future events or trends or the Company’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs regarding its financial position and operating performance, as well as future opportunities for the Company to expand its business. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by the Company and its management, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in the Company’s documents filed, or to be filed, with the SEC, including but not limited to the Periodic Filings. There may be additional risks that the Company presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans, or forecasts of future events and views as of the date of this Supplemental Information. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Supplemental Information. Accordingly, undue reliance should not be placed upon the forward-looking statements.


 
4 (1) Includes fees from Forge Data and our private company solutions. Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) ` Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 2020 2021 2022 FINANCIAL INFORMATION ($ in 000s unless otherwise stated) Operating Results Placement fee revenues(1) 24,329$ 14,585$ 10,951$ 8,227$ 6,902$ 4,632$ 5,723$ 7,283$ 29,240$ 107,723$ 40,665$ Custodial administration fees 5,341 5,437 5,689 7,673 9,919 10,847 10,997 11,280 22,404 20,333 28,718 Transaction-based expenses 140 (132) (178) (86) (87) (19) (83) (148) (3,888) (3,034) (483) Total revenues, less transaction-based expenses 29,810$ 19,890$ 16,462$ 15,814$ 16,734$ 15,460$ 16,637$ 18,415$ 47,756$ 125,022$ 68,900$ Total operating expenses 35,327$ 58,641$ 42,510$ 58,250$ 44,539$ 38,428$ 39,190$ 39,928$ 55,373$ 134,811$ 203,940$ Operating loss (5,517)$ (38,751)$ (26,048)$ (42,436)$ (27,805)$ (22,968)$ (22,553)$ (21,513)$ (7,617)$ (9,789)$ (135,040)$ Net loss (6,360)$ (64,424)$ (5,119)$ (16,198)$ (26,164)$ (21,261)$ (25,100)$ (18,957)$ (9,712)$ (18,499)$ (111,905)$ Adjusted EBITDA (1,472)$ (7,053)$ (12,274)$ (13,273)$ (14,251)$ (13,027)$ (11,780)$ (10,355)$ 2,783$ 8,761$ (46,851)$ Non-GAAP Adjusted EBITDA Reconciliation Net loss (6,360)$ (64,424)$ (5,119)$ (16,198)$ (26,164)$ (21,261)$ (25,100)$ (18,957)$ (9,712)$ (18,499)$ (111,905)$ (+) Interest expense (income), net (16) (21) (266) (874) (1,520) (1,509) (1,319) (1,725) 2,405 2,307 (2,681) (+) Provision for (benefit from) income taxes 187 123 35 48 121 185 293 291 (803) 386 327 (+) Depreciation and amortization 1,253 1,082 2,021 1,428 1,495 1,789 1,747 1,710 2,406 5,390 6,026 (+) Loss on impairment of long lived assets - 265 181 - - 536 - - - - 446 (+) Share-based compensation 2,256 8,522 10,740 26,712 11,950 7,401 8,809 9,233 4,906 12,231 57,924 (+) Change in fair value of w arrant liabilities 489 25,959 (20,558) (25,210) (27) (168) 3,790 (907) 292 6,064 (19,836) (+) Acquisition-related transaction costs 719 3,706 692 821 (106) - - - 3,289 882 5,113 (+) Transaction bonus - 17,735 - - - - - - - - 17,735 Adjusted EBITDA (1,472)$ (7,053)$ (12,274)$ (13,273)$ (14,251)$ (13,027)$ (11,780)$ (10,355)$ 2,783$ 8,761$ (46,851)$


 
5 (2) Key business metrics and other business metrics as of and for the full year and quarterly periods of 2021, 2022, and 2023, respectively, are based on actual results of operations; key business metrics and other business metrics presented as of and for the year ended December 31, 2020 and for last-twelve-months (LTM) periods through the third quarter of 2021 are prepared on a pro-forma basis, which combines the metrics from Forge and SharesPost’s brokerage businesses as if the SharesPost acquisition had occurred at the beginning of the fiscal year 2020. (3) Represents end of period value. Includes both CaaS and Alt IRA accounts. (4) Number of distinct companies in whose shares at least one buy or sell IOI, or indication of interest, was created in this period. (5) Custodial cash represents amounts on deposit with financial institutions for the benefit of the Company's custodial accounts. Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 2020 2021 2022 KEY BUSINESS METRICS ($ in 000s unless otherwise stated) (2) Trading Business Placement fee revenues, less transaction-based expenses - LTM 104,689$ 92,609$ 72,052$ 57,834$ 40,182$ 30,342$ 25,209$ 24,203$ 48,864$ 104,689$ 40,182$ Number of trades - LTM 4,890 3,972 3,232 2,636 2,184 1,894 1,712 1,853 3,448 4,890 2,184 Number of trades - Period 984 596 630 426 532 306 448 567 3,448 4,890 2,184 Transaction volume ($B) - LTM 3.18$ 2.84$ 2.26$ 1.81$ 1.22$ 0.93$ 0.75$ 0.76$ 1.86$ 3.18$ 1.22$ Transaction volume ($B) - Period 0.83$ 0.42$ 0.33$ 0.23$ 0.25$ 0.13$ 0.15$ 0.23$ 1.86$ 3.18$ 1.22$ Net take rate - LTM 3.3% 3.3% 3.2% 3.2% 3.3% 3.3% 3.3% 3.2% 2.6% 3.3% 3.3% Net take rate - Period 2.9% 3.5% 3.2% 3.6% 2.8% 3.6% 3.7% 3.0% 2.6% 3.3% 3.3% Custody Business Total custodial accounts (3) 2,124,677 2,228,101 1,739,838 1,811,774 1,871,146 1,937,248 1,970,617 2,023,756 1,574,211 2,124,677 1,871,146 Assets under custody ($B) (3) 14.3$ 14.9$ 15.3$ 15.0$ 14.9$ 14.8$ 15.3$ 15.1$ 13.3$ 14.3$ 14.9$ OTHER BUSINESS METRICS (2) Distinct private companies transacted in - LTM 217 222 196 191 191 163 148 154 Distinct private companies transacted in - Period 108 115 90 77 76 60 75 82 Total number of issuers w ith IOIs (4) 435 476 463 478 436 492 486 502 Custodial cash balance ($MM) (5) 687$ 689$ 680$ 685$ 635$ 574$ 550$ 518$


 
v3.23.3
Cover
Nov. 07, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 07, 2023
Entity Registrant Name Forge Global Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39794
Entity Tax Identification Number 98-1561111
Entity Address, Address Line One 415 Mission St.
Entity Address, Address Line Two Suite 5510
Entity Address, City or Town San Francisco,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code (415)
Local Phone Number 881-1612
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol FRGE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001827821
Amendment Flag false

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