0001827821FALSE☐☐☐☐00018278212024-11-062024-11-06

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 6, 2024
Forge Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-39794
99-4383083
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
4 Embarcadero Center
Floor 15
San Francisco, California
(Address of principal executive offices)
94111
(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 6, 2024, Forge Global Holdings, Inc. issued a press release announcing its results for the quarter ended September 30, 2024, 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 under Item 2.02 of 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 6, 2024By: /s/ Kelly Rodriques
Name:Kelly Rodriques
Title:Chief Executive Officer

image_0a.jpg
Exhibit 99.1


Forge Global Holdings, Inc. Reports Third Quarter Fiscal Year 2024 Results

•Total Revenue, Less Transaction-Based Expenses of $19.1 million in 3Q24, up 4% over the year-ago quarter

•Total Marketplace Revenues, Less Transaction-Based Expenses of $8.6 million in 3Q24, up 21% over the year-ago quarter

•Trading Volume of $338.1 million in 3Q24, up 44% over the year-ago quarter

•Forge announces Forge Price and the Private Magnificent 7

SAN FRANCISCO – November 6, 2024 – Forge Global Holdings, Inc. (“Forge,” or the “Company”) (NYSE: FRGE), a leading private securities marketplace, today announced its financial results for the quarter ended September 30, 2024.

“In Q3, we remained focused on technology and product innovations that expand access and improve the experience for all participants in the private market, ” said Kelly Rodriques, CEO of Forge. “Our continued investment in the Forge Next Generation Platform allows us to better expose pricing information, improve the client experience, and drive further efficiency into the trading process. And our launch of Forge Price is a breakthrough in pricing transparency, revolutionizing how investors access and interpret private market valuations, benchmarking, and indexing.”

Financial Highlights for the Third Quarter 2024 

Revenue: Total revenue, less transaction-based expenses was $19.1 million, compared to $22.0 million last quarter, and $18.4 million in the year-ago quarter.

Operating Loss: Total operating loss was $20.9 million, compared to $17.7 million last quarter, and $21.5 million in the year-ago quarter.

Net Loss: Net loss was $18.8 million, compared to $14.0 million last quarter, and $19.0 million in the year-ago quarter.

Adjusted EBITDA Loss: Total adjusted EBITDA loss was $11.4 million, compared to $7.9 million last quarter, and $10.4 million in the year-ago quarter.

Cash Flow from Operating Activities: Net cash used in operating activities was $5.8 million, compared to $14.4 million last quarter, and $3.5 million in the year-ago quarter.

Cash Flow from Investing Activities: Net cash used in investing activities was $0.2 million, compared to cash provided by investing activities of $6.3 million last quarter, and cash used in investing activities of $0.5 million in the year-ago quarter.

Cash Flow from Financing Activities: Net cash used in financing activities was $0.4 million, compared to $0.9 million last quarter, and cash provided by financing activities of less than $0.1 million in the year-ago quarter.

Ending Cash Balance: Cash and cash equivalents as of September 30, 2024 was $114.5 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, 2024, was 184 million shares and fully diluted outstanding share count as of September 30, 2024 was 201 million shares.

We estimate for the quarter ended December 31, 2024 that Forge will have 186 million weighted average basic shares outstanding, which will be used to calculate earnings per share in a loss position.



1
image_0a.jpg
Fully diluted outstanding share count includes all common shares outstanding plus shares that would be issued in respect to outstanding restricted stock units, 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 2024

•Trading Volume was $338.1 million, compared to $426.3 million last quarter, and $234.1 million in the year-ago quarter.

•Net Take Rate was 2.6%, compared to 2.7% last quarter, and 3.0% in the year-ago quarter.

•Total Marketplace revenues, less transaction-based expenses was $8.6 million, compared to $11.4 million last quarter, and $7.1 million in the year-ago quarter.

•Total Custodial Administration Fee revenues was $10.5 million, compared to $10.6 million last quarter, and $11.3 million in the year-ago quarter.

•Total Custodial Accounts was 2.28 million, compared to 2.21 million last quarter, and 2.02 million in the year-ago quarter.

•Total Assets Under Custody was $16.6 billion, compared to $16.6 billion last quarter, and $15.1 billion in the year-ago quarter.

Additional Business Metrics for the Third Quarter 2024

•Forge Trust Custodial Cash: Forge Trust Custodial Cash was $470.0 million, compared to $495.0 million last quarter, and $518.0 million in the year-ago quarter.

•Total Number of Companies with Indications of Interest (IOIs): The total number of companies with IOIs was 516, compared to 551 last quarter, and 502 in the year-ago quarter.
•Employee Headcount: Forge finished out the quarter with a total employee headcount of 307.

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. 

Business Highlights

•Forge Price: Forge announced in September the launch of Forge Price, a derived, indicative price calculated daily for approximately 250 pre-IPO venture-backed late-stage companies. The innovative pricing model provides a derived price per share for each company by synthesizing data from various sources, including secondary market transactions, recent funding rounds, and indications of interest on Forge.

•Forge Names the Private Magnificent 7: In September, Forge announced the Private Market Magnificent 7, which represent a group of private, venture-backed, late-stage companies that have demonstrated resilience and propped up the performance of the private market over the recent market cycle, much like their public market counterparts.

Forge will host a webcast conference call today, November 6th, 2024, 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 (800) 715-9871 from the United States, or +1 (646) 307-1963 internationally. The conference ID is 6194475. 

Following the conference call, an on-demand replay of the webcast will be made available on the Investor Relations page of the Company’s website at https://ir.forgeglobal.com. 

Use of Non-GAAP Financial Information



2
image_0a.jpg
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 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 define Adjusted EBITDA as net loss attributable to Forge Global Holdings, Inc., adjusted to exclude: (i) net loss attributable to noncontrolling interest, (ii) provision for income taxes, (iii) interest (income) expense, net, (iv) depreciation and amortization, (v) share-based compensation expense, (vi) change in fair value of warrant liabilities, and (vii) other significant gains, losses, and expenses such as impairments or acquisition-related transaction costs that we believe are not indicative of our ongoing results.

Forward-Looking Statement

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 


3
image_0a.jpg
FORGE GLOBAL HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands of U.S. dollars, except share and per share data)
September 30, 2024 (Unaudited)December 31,
2023
Assets
Current assets:
Cash and cash equivalents$114,454 $144,722 
Restricted cash1,103 1,062 
Accounts receivable, net4,955 4,067 
Prepaid expenses and other current assets8,891 13,253 
Total current assets129,403 163,104 
Internal-use software, property and equipment, net3,500 5,192 
Goodwill and other intangible assets, net126,983 129,919 
Operating lease right-of-use assets6,654 4,308 
Payment-dependent notes receivable, noncurrent7,436 5,593 
Other assets, noncurrent2,597 2,615 
Total assets$276,573 $310,731 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$1,640 $1,831 
Accrued compensation and benefits11,306 11,004 
Accrued expenses and other current liabilities7,694 8,861 
Operating lease liabilities, current3,453 2,516 
Total current liabilities24,093 24,212 
Operating lease liabilities, noncurrent4,492 2,707 
Payment-dependent notes payable, noncurrent7,436 5,593 
Warrant liabilities1,958 9,616 
Other liabilities, noncurrent313 185 
Total liabilities38,292 42,313 
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value; 184,320,636 and 176,899,814 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively19 18 
Treasury stock, at cost; 157,193 shares as of September 30, 2024 and December 31, 2023, respectively(625)(625)
Additional paid-in capital565,529 543,846 
Accumulated other comprehensive income933 911 
Accumulated deficit(331,328)(280,638)
Total Forge Global Holdings, Inc. stockholders’ equity234,528 263,512 
Noncontrolling interest3,753 4,906 
Total stockholders’ equity238,281 268,418 
Total liabilities and stockholders’ equity$276,573 $310,731 


4
image_0a.jpg
FORGE GLOBAL HOLDINGS, INC.
Unaudited Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars, except share and per share data)
Three Months Ended
Nine Months Ended
September 30, 2024June 30, 2024September 30, 2023September 30, 2024September 30, 2023
Revenues:
Marketplace revenues $8,713 $11,679 $7,283 $28,912 $17,638 
Custodial administration fees10,503 10,603 11,280 31,828 33,124 
Total revenues19,216 22,282 18,563 60,740 50,762 
Transaction-based expenses:
Transaction-based expenses (73)(256)(148)(358)(250)
Total revenues, less transaction-based expenses 19,143 22,026 18,415 60,382 50,512 
Operating expenses:
Compensation and benefits28,750 28,784 27,650 87,377 78,566 
Technology and communications3,185 2,649 3,763 8,894 10,628 
Professional services2,435 1,605 2,883 6,257 8,884 
Advertising and market development1,015 1,243 910 3,348 2,463 
Rent and occupancy1,036 1,107 1,142 3,278 3,616 
General and administrative1,877 2,508 1,870 9,447 8,143 
Depreciation and amortization1,748 1,781 1,710 5,345 5,246 
Total operating expenses40,046 39,677 39,928 123,946 117,546 
Operating loss (20,903)(17,651)(21,513)(63,564)(67,034)
Interest and other income (expense):
Interest income1,307 1,495 1,725 4,511 4,553 
Change in fair value of warrant liabilities931 2,280 907 7,659 (2,715)
Other income, net119 94 215 288 647 
Total interest and other income2,357 3,869 2,847 12,458 2,485 
Loss before provision for income taxes(18,546)(13,782)(18,666)(51,106)(64,549)
Provision for income taxes298 258 291 772 769 
Net loss(18,844)(14,040)(18,957)(51,878)(65,318)
Net loss attributable to noncontrolling interest(502)(316)(609)(1,188)(893)
Net loss attributable to Forge Global Holdings, Inc.$(18,342)$(13,724)$(18,348)$(50,690)$(64,425)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic$(0.10)$(0.08)$(0.11)$(0.28)$(0.37)
Diluted$(0.10)$(0.08)$(0.11)$(0.28)$(0.37)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic184,158,571 182,681,065 173,957,880 182,261,198 173,045,721 
Diluted184,158,571 182,681,065 173,957,880 182,261,198 173,045,721 


5
image_0a.jpg
FORGE GLOBAL HOLDINGS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Three Months Ended
Nine Months Ended
September 30, 2024June 30,
2024		September 30, 2023September 30, 2024September 30, 2023
Cash flows from operating activities:
Net loss$(18,844)$(14,040)$(18,957)$(51,878)$(65,318)
Adjustments to reconcile net loss to net cash used in operations:
Share-based compensation7,622 7,859 9,233 24,948 25,443 
Depreciation and amortization1,748 1,781 1,711 5,345 5,247 
Amortization of right-of-use assets670 662 748 1,975 2,327 
Loss on impairment of long lived assets— — — — 536 
Impairment of right-of-use assets— — — 186 — 
Allowance for doubtful accounts34 107 358 250 529 
Change in fair value of warrant liabilities(932)(2,280)(907)(7,659)2,715 
Changes in operating assets and liabilities:
Accounts receivable(466)923 456 (1,139)(857)
Prepaid expenses and other assets2,049 (5,353)1,371 (2,179)1,590 
Accounts payable(120)(1,004)(89)(58)(1,318)
Accrued expenses and other liabilities922 (4,636)723 (931)2,011 
Accrued compensation and benefits2,228 2,041 3,042 302 (4,472)
Operating lease liabilities(739)(491)(1,236)(1,785)(3,317)
Other— — — (10)— 
Net cash used in operating activities(5,828)(14,431)(3,547)(32,633)(34,884)
Cash flows from investing activities:
Purchases of term deposits— — (515)— (3,180)
Receipts of term deposit maturities— 6,559 — 6,559 — 
Capitalized internal-use software development costs(48)— — (48)— 
Purchases of property and equipment(125)(267)(14)(792)(113)
Net cash (used in) provided by investing activities(173)6,292 (529)5,719 (3,293)
Cash flows from financing activities:
Proceeds from exercise of options12 235 23 473 353 
Taxes withheld and paid related to net share settlement of equity awards(406)(1,135)— (3,843)(557)
Net cash (used in) provided by financing activities(394)(900)23 (3,370)(204)
Effect of changes in currency exchange rates on cash and cash equivalents388 (78)(333)57 (158)
Net decrease in cash and cash equivalents(6,007)(9,117)(4,386)(30,227)(38,539)
Cash, cash equivalents and restricted cash, beginning of the period121,564 130,681 160,812 145,784 194,965 
Cash, cash equivalents and restricted cash, end of the period$115,557 $121,564 $156,426 $115,557 $156,426 
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets
Cash and cash equivalents$114,454 $120,475 $155,127 $114,454 $155,127 
Restricted cash1,103 1,089 1,299 1,103 1,299 
Total cash, cash equivalents and restricted cash, end of the period$115,557 $121,564 $156,426 $115,557 $156,426 


6
image_0a.jpg
FORGE GLOBAL HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Results
(In thousands of U.S. dollars) 
Three Months Ended
Nine Months Ended
September 30, 2024June 30,
2024		September 30, 2023September 30, 2024September 30, 2023
Net loss attributable to Forge Global Holdings, Inc.$(18,342)$(13,724)$(18,348)$(50,690)$(64,425)
Add:
Net loss attributable to noncontrolling interest(502)(316)(609)(1,188)(893)
Provision for income taxes298 258 291 772 769 
Interest (income) expense, net(1,307)(1,495)(1,725)(4,511)(4,553)
Depreciation and amortization1,748 1,781 1,710 5,345 5,246 
Share-based compensation expense7,622 7,859 9,233 24,948 25,443 
Change in fair value of warrant liabilities(931)(2,280)(907)(7,659)2,715 
Impairment of right-of-use assets— — — 186 — 
Loss on impairment of long lived assets— — — — 536 
Adjusted EBITDA$(11,414)$(7,917)$(10,355)$(32,797)$(35,162)





7
image_0a.jpg
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 Ended
Nine Months Ended
Dollars in thousandsSeptember 30, 2024June 30,
2024		September 30, 2023September 30, 2024September 30, 2023
TRADING SOLUTIONS
Trades680 8315672,1161,321
Volume$338,075 $426,318 $234,141 $1,026,931 $515,486 
Net Take Rate2.6 %2.7 %3.0 %2.8 %3.4 %
Marketplace revenues, less transaction-based expenses$8,640 $11,423 $7,135 $28,554 $17,388 
•Trades are defined as the total number of orders executed by us and entities we have acquired on behalf of private investors and stockholders. 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 which is 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 a third-party 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 marketplace revenues, less transaction-based expenses, 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.
As of
Dollars in thousandsSeptember 30, 2024June 30, 2024September 30, 2023
CUSTODY SOLUTIONS
Total Custodial Accounts2,281,976 2,211,1082,023,756
Assets Under Custody$16,620,450 $16,600,408 $15,148,480 
•Total Custodial Accounts are defined as our customers’ custodial accounts that are established on our platform and billable. 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 cash administration fees.
•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.


8
1 Supplemental Investor Information November 2024

 
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 and year ended December 31, 2022: Press release issued on February 28, 2023. Annual Report filed on March 1, 2023. • Quarter ended March 31, 2023: Press release issued on May 9, 2023. Quarterly Report filed on May 9, 2023. • Quarter ended June 30, 2023: Press release issued on August 8, 2023. Quarterly Report filed on August 8, 2023. • Quarter ended September 30, 2023: Press release issued on November 7, 2023. Quarterly Report filed on November 7, 2023. • Quarter and year ended December 31, 2023: Press release issued on March 26, 2024. Annual Report filed on March 26, 2024. • Quarter ended March 31, 2024: Press release issued on May 7, 2024. Quarterly Report filed on May 7, 2024. • Quarter ended June 30, 2024: Press release issued on August 7, 2024. Quarterly Report filed on August 7, 2024. • Quarter ended September 30, 2024: Press release issued on November 6, 2024. 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 our financial results determined in accordance with generally accepted accounting principles in the United States ("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 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 define Adjusted EBITDA as net loss attributable to Forge Global Holdings, Inc., adjusted to exclude: (i) net loss attributable to noncontrolling interest, (ii) provision for income taxes, (iii) interest (income) expense, net, (iv) depreciation and amortization, (v) share-based compensation expense, (vi) change in fair value of warrant liabilities, and (vii) other significant gains, losses, and expenses such as impairments or acquisition-related transaction costs that we believe are not indicative of our ongoing results. Use of Third-Party Data Certain information contained in this presentation is based on publicly available data obtained from third parties unaffiliated with the Company. The use of such third-party data does not, and is not intended to, imply a relationship between the Company and any such third parties. While the Company believes such information forms a reasonable basis for the contents of this presentation, such information may be limited or incomplete. The Company makes no guarantee as to the accuracy or reliability of such information, and this presentation should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. 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 Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 2021 2022 2023 FINANCIAL INFORMATION ($ in 000s unless otherwise stated) Operating Results Marketplace revenues 6,902$ 4,632$ 5,723$ 7,283$ 8,152$ 8,520$ 11,679$ 8,713$ 107,723$ 40,665$ 25,790$ Custodial administration fees 9,919 10,847 10,997 11,280 10,907 10,722 10,603 10,503 20,333 28,718 44,031 Transaction-based expenses (87) (19) (83) (148) (181) (29) (256) (73) (3,034) (483) (431) Total revenues, less transaction-based expenses 16,734$ 15,460$ 16,637$ 18,415$ 18,878$ 19,213$ 22,026$ 19,143$ 125,022$ 68,900$ 69,390$ Total operating expenses 44,539$ 38,428$ 39,190$ 39,928$ 43,293$ 44,223$ 39,677$ 40,046$ 134,811$ 203,940$ 160,839$ Operating loss (27,805)$ (22,968)$ (22,553)$ (21,513)$ (24,415)$ (25,010)$ (17,651)$ (20,903)$ (9,789)$ (135,040)$ (91,449)$ Net loss (26,164)$ (21,261)$ (25,100)$ (18,957)$ (26,231)$ (18,994)$ (14,040)$ (18,844)$ (18,499)$ (111,905)$ (91,549)$ Net loss attributable to Noncontrolling interest (46)$ (73)$ (211)$ (609)$ (435)$ (370)$ (316)$ (502)$ -$ (46)$ (1,328)$ Net loss attributable to Forge Global Holdings (26,118)$ (21,188)$ (24,889)$ (18,348)$ (25,796)$ (18,624)$ (13,724)$ (18,342)$ (18,499)$ (111,859)$ (90,221)$ Adjusted EBITDA (14,251)$ (13,027)$ (11,780)$ (10,355)$ (13,637)$ (13,465)$ (7,917)$ (11,414)$ 8,761$ (46,851)$ (48,799)$ Non-GAAP Adjusted EBITDA Reconciliation Net loss attributable to Forge Global Holdings, Inc (26,118)$ (21,188)$ (24,889)$ (18,348)$ (25,796)$ (18,624)$ (13,724)$ (18,342)$ (18,499)$ (111,859)$ (90,221)$ (+) Net loss attributable to non-controlling interest (46) (73) (211) (609) (435) (370) (316) (502) - (46) (1,328) (+) Provision for income taxes 121 185 293 291 50 216 258 298 386 327 819 (+) Interest (income) expense, net (1,520) (1,509) (1,319) (1,725) (1,868) (1,709) (1,495) (1,307) 2,307 (2,681) (6,421) (+) Depreciation and amortization 1,495 1,789 1,747 1,710 1,708 1,816 1,781 1,748 5,390 6,026 6,954 (+) Share-based compensation expense 11,950 7,401 8,809 9,233 8,891 9,467 7,859 7,622 12,231 57,924 34,334 (+) Change in fair value of warrant liabilities (27) (168) 3,790 (907) 3,750 (4,447) (2,280) (931) 6,064 (19,836) 6,465 (+) Impairment of right-of-use assets - - - - - 186 - - - 283 - (+) Loss on impairment of long lived assets - 536 - - 63 - - - - 163 599 (+) Acquisition-related transaction costs (106) - - - - - - - 882 5,113 - (+) Transaction bonus - - - - - - - - - 17,735 - Adjusted EBITDA (14,251)$ (13,027)$ (11,780)$ (10,355)$ (13,637)$ (13,465)$ (7,917)$ (11,414)$ 8,761$ (46,851)$ (48,799)$

 
5 (1) 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 for the 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. (2) Represents end of period value. Includes both CaaS and Alt IRA accounts. (3) Number of distinct companies in whose shares at least one buy or sell IOI, or indication of interest, was created in this period. (4) 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) Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 2021 2022 2023 KEY BUSINESS METRICS ($ in 000s unless otherwise stated) (1) Trading Business Marketplace revenues, less transaction-based expenses - LTM 40,182$ 30,342$ 25,209$ 24,203$ 25,359$ 29,237$ 35,020$ 36,525$ 104,689$ 40,182$ 25,359$ Number of trades - LTM 2,184 1,894 1,712 1,853 1,756 2,055 2,438 2,551 4,890 2,184 1,756 Number of trades - Period 532 306 448 567 435 605 831 680 4,890 2,184 1,756 Transaction volume ($B) - LTM 1.22$ 0.93$ 0.75$ 0.76$ 0.77$ 0.90$ 1.17$ 1.28$ 3.18$ 1.22$ 0.77$ Transaction volume ($B) - Period 0.25$ 0.13$ 0.15$ 0.23$ 0.25$ 0.26$ 0.43$ 0.34$ 3.18$ 1.22$ 0.77$ Net take rate - LTM 3.3% 3.3% 3.3% 3.2% 3.3% 3.2% 3.0% 2.9% 3.3% 3.3% 3.3% Net take rate - Period 2.8% 3.6% 3.7% 3.0% 3.2% 3.2% 2.7% 2.6% 3.3% 3.3% 3.3% Custody Business Total custodial accounts (2) 1,871,146 1,937,248 1,970,617 2,023,756 2,078,868 2,152,777 2,211,108 2,281,976 2,124,677 1,871,146 2,078,868 Assets under custody ($B) (2) 14.9$ 14.8$ 15.3$ 15.1$ 15.6$ 16.5$ 16.6$ 16.6$ 14.3$ 14.9$ 15.6$ OTHER BUSINESS METRICS (1) Distinct private companies transacted in - LTM 191 163 148 154 154 161 159 142 Distinct private companies transacted in - Period 76 60 75 82 78 64 82 63 Total number of issuers with IOIs (3) 436 492 486 502 485 543 551 516 Custodial cash balance ($MM) (4) 635$ 574$ 550$ 518$ 505$ 481$ 495$ 470$

 
v3.24.3
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name Forge Global Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39794
Entity Tax Identification Number 99-4383083
Entity Address, Address Line One 4 Embarcadero Center
Entity Address, Address Line Two Floor 15
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94111
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
Forge Global (NYSE:FRGE)
Historical Stock Chart
Von Okt 2024 bis Nov 2024 Click Here for more Forge Global Charts.
Forge Global (NYSE:FRGE)
Historical Stock Chart
Von Nov 2023 bis Nov 2024 Click Here for more Forge Global Charts.