Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
March 06 2025 - 4:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 6, 2025
Registration No. 333-284865
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORGE GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State or other jurisdiction of
incorporation or organization) | 98-4383083
(I.R.S. Employer
Identification No.) |
| | | | | |
4 Embarcadero Center Floor 15 San Francisco, CA
(Address of Principal Executive Offices) | 94111
(Zip Code) |
Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan
(Full title of the plans)
Kelly Rodriques
Chief Executive Officer
4 Embarcadero Center
Floor 15
San Francisco, CA 94111
(Name and address of agent for service)
(415) 881-1612
(Telephone number, including area code, of agent for service)
| | |
With a copy to: |
W. Stuart Ogg Justin Anslow Goodwin Procter LLP 601 Marshall Street Redwood City, California 94063 (650) 752-3100 |
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 | x | Smaller reporting company | x |
| | | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On February 11, 2025, Forge Global Holdings, Inc., a Delaware corporation (the “registrant”), filed the Registration Statement on Form S-8 (No. 333-284865) (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) to register 5,591,982 additironal shares of the registrant's common stock under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”), pursuant to the provision of the 2022 Plan providing for such automatic increase in the number of shares reserved for issuance.
This Post Effective Amendment No. 1 is being filed by the registrant solely to correct the signature page to reflect accurate signatories. No other changes have been made to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 6, 2025.
Forge Global Holdings, Inc.
By: /s/ Kelly Rodriques
Name: Kelly Rodriques
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kelly Rodriques and James Nevin, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | |
| | | |
| Signature | Title | Date |
| | | |
| /s/ Kelly Rodriques | Chief Executive Officer and Director | March 6, 2025 |
| Kelly Rodriques | (Principal Executive Officer) | |
| | | |
| * | Chief Financial Officer | March 6, 2025 |
James Nevin | (Principal Financial Officer) | |
| | | |
| /s/ Catherine Dondzila | Chief Accounting Officer | March 6, 2025 |
| Catherine Dondzila | (Principal Accounting Officer) | |
| | |
| * | Director | March 6, 2025 |
| Ashwin Kumar | | |
| | | |
| * | Director | March 6, 2025 |
| Kimberley Vogel | | |
| | | |
| * | Director | March 6, 2025 |
| Asiff Hirji | | |
| | | |
| * | Director | March 6, 2025 |
Debra Chrapaty | | |
| | | |
| * | Director | March 6, 2025 |
Eric Leupold | | |
| | | |
| Director | March 6, 2025 |
Larry Leibowitz | | |
| | |
| *By: /s/ Kelly Rodriques | | |
| Name: Kelly Rodriques | | |
| Title: Attorney-in-fact | | |
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