Motive Capital Corp (“MOTV”) today reminded shareholders to vote
“FOR” the business combination with Forge Global, Inc. (“Forge”), a
leading private securities marketplace, which is being voted on at
MOTV’s extraordinary general meeting of shareholders scheduled for
March 15, 2022 (the "Extraordinary Meeting"). Shareholders are
encouraged to submit their votes as soon as possible to ensure that
they are counted at the Extraordinary Meeting.
As a reminder, Forge announced in September of 2021 that it was
pursuing a merger with MOTV (NYSE: MOTV), a special purpose
acquisition company. MOTV’s registration statement on Form S-4
relating to the proposed merger was declared effective by the SEC
in February. The business combination is supported by $68.5 million
in PIPE financing and a $50 million commitment under Motive
Partners’ Amended and Restated Forward Purchase Agreement. Certain
Motive Partners’ funds have committed an additional $90 million
backstop via its Amended and Restated Forward Purchase
Agreement.
The combined company is expected to trade on the NYSE under the
ticker “FRGE”.
As previously announced, MOTV will hold the Extraordinary
Meeting via live webcast at the offices of Gibson, Dunn &
Crutcher LLP located at 200 Park Ave, New York, NY 10166 and
virtually at https://www.cstproxy.com/motivecapitalcorp/2022, on
March 15, 2022 at 10:00 a.m. Eastern Time, for its shareholders of
record – holders of MOTV ordinary shares at the close of business
on February 7, 2022 – to vote on the proposed business combination,
among other things. The definitive proxy statement/prospectus with
respect to the business combination, together with a proxy card for
voting, has been mailed to MOTV’s shareholders. Shareholders are
encouraged to attend the Extraordinary Meeting virtually and to
vote as soon as possible by signing, dating and returning the proxy
card enclosed with the definitive proxy statement/prospectus. If
you have any questions, please contact Morrow Sodali LLC, our proxy
solicitor, by calling (800) 662-5200, or banks and brokers can call
collect at (203) 658-9400, or by emailing
MOTV@investor.morrowsodali.com. You will not be charged for any of
the documents that you request.
About Forge
Forge Global is a leading provider of marketplace
infrastructure, data services and technology solutions for private
market participants. By combining world-class trading technology
and operating expertise, Forge Markets enables private company
shareholders to trade private company shares with accredited
investors. Forge Company Solutions, Forge Data and Forge Trust
along with Forge Markets help provide additional transparency,
access and solutions that companies as well as institutional and
accredited investors need to confidently navigate and efficiently
transact in the private markets. Securities-related services are
offered through Forge Securities LLC (“Forge Securities”), a
wholly-owned subsidiary of Forge Global, Inc. Forge Securities is a
registered Broker Dealer and Member of FINRA/SIPC and alternative
trading system.
About Motive Capital Corp
Motive Capital Corp is a blank check company formed for the
purpose of effecting a merger, stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination.
Motive Capital Corp is sponsored by affiliates of Motive Partners,
a specialist private equity firm with offices in New York City and
London, focusing on growth equity and buyout investments in
software and information services companies based in North America
and Europe and serving five primary subsectors: Banking &
Payments, Capital Markets, Data & Analytics, Investment
Management and Insurance. Motive Partners brings differentiated
expertise, connectivity and capabilities to create long-term value
in financial technology companies.
In these materials, references to “Motive Partners” generally
refer to Motive Partners GP, LLC, collectively with its affiliates
and any investment funds, investment vehicles or accounts managed
or advised by any of the foregoing (each such fund, vehicle or
account, a “Motive Fund”). Motive Capital Corp is sponsored by
Motive Capital Funds Sponsor, LLC (the “Sponsor”), which is an
affiliate of Motive Partners. However, Motive Capital Corp is an
independent publicly traded company, and not affiliated with Motive
Partners. Motive Partners has not and is not providing investment
advice to any person in connection with the matters contemplated
herein, including Motive Capital Corp, the Sponsor or Forge.
This material is neither an offer to sell nor a solicitation of
an offer to buy any security in any Motive Fund, and may not be
used or relied upon in connection with any offer or solicitation. A
private offering of interests in a Motive Fund may only be made by
such Motive Fund pursuant to the offering documents for such Motive
Fund, which will contain additional information about the
investment objectives, terms, and conditions of an investment in
such Motive Fund and also contain tax information and risk
disclosures that are important to any investment decision regarding
such Motive Fund. The information contained in this material is
superseded by, and is qualified in its entirety by reference to,
such offering documents. This communication is intended only for
persons resident in jurisdictions where the distribution or
availability of this communication would not be contrary to
applicable laws or regulations.
Past performance or activities are not necessarily indicative of
future results, and there can be no assurance that any Motive Fund
will achieve results comparable to those presented herein, or that
any Motive Fund will be able to implement its investment strategies
or achieve its investment objectives. A Motive Fund’s investment
and applicable investment restrictions may differ from those
historically employed by Motive Partners, and economic conditions
may differ materially from the conditions under which any other
investment fund, investment vehicle or account managed by Motive
Partners has previously invested. The investments, transactions and
operational activities of Motive Partners contained in this
material, if any, are shown for illustrative purposes only of the
types of investments, transactions and activities that have
historically been undertaken by Motive Partners, its affiliates and
their respective officers, directors, partners, members, employees
and/or advisors.
Important Information and Where to Find It
This communication is being made in respect of the proposed
business combination transaction involving Motive Capital Corp
(“MOTV”) and Forge Global, Inc. (“Forge” and such transaction, the
“Merger”). This communication may be deemed to be solicitation
material in respect of the proposed Merger. The proposed Merger
will be submitted to MOTV’s stockholders for their consideration.
In connection with the proposed Merger, MOTV has filed with the SEC
a registration statement on Form S-4, containing a final proxy
statement for the solicitation of the approval of MOTV’s
stockholders and a final prospectus for the offer and sale of
MOTV’s securities in connection with the business combination. MOTV
has mailed a definitive proxy statement/prospectus and other
relevant documents to its stockholders as of the record date
established for voting on the proposed transaction. MOTV also has
filed and intends to file other relevant documents with the SEC
regarding the proposed Merger. Before making any voting or
investment decision with respect to the proposed Merger, investors,
stockholders and other interested persons are urged to read
carefully and in their entirety the definitive proxy
statement/prospectus (including any amendments or supplements
thereto) as well as other documents filed with the SEC because
these documents contain and will contain important information
about MOTV, Forge and the proposed Merger. Stockholders are also
able to obtain a copy of the proxy statement/prospectus, without
charge, by directing a request to: Motive Capital Corp, 7 World
Trade Center, 250 Greenwich Street, Floor 47, New York, NY 10007.
Stockholders are also able to obtain copies of the proxy
statement/prospectus, without charge, at the SEC’s website
(www.sec.gov) or by directing a request to
info@motivecapitalcorp.com. The information contained on, or that
may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part
of, this press release.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of MOTV and Forge may contain,
statements that are not historical facts but are forward looking
statements within the meaning of the “safe harbor “provisions under
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements 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 MOTV’s 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 projections,
estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and
expectations, the ability to complete the business combination due
to the failure to obtain approval from MOTV’s shareholders or
satisfy other closing conditions in the business combination
agreement, the occurrence of any event that could give rise to the
termination of the business combination agreement, the ability to
recognize the anticipated benefits of the business combination, the
amount of redemption requests made by MOTV’s public shareholders,
the estimated implied enterprise value of the company, Forge’s
ability to effectively compete in its industry, Forge’s ability to
scale and grow its business, the cash position of the combined
company following closing, the timing of the closing of the
business combination, the outcome of any legal proceedings that may
be instituted against MOTV, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto, the ability to meet
NYSE’s listing standards following the consummation of the business
combination, the risk that the business combination disrupts
current plans and operations of Forge as a result of the
announcement and consummation of the business combination, costs
related to the business combination, changes in applicable laws or
regulations, the possibility that Forge or the combined company may
be adversely affected by other economic, business and/or
competitive factors, and the impact of the novel coronavirus
disease pandemic and its effect on business and financial
conditions. 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 MOTV, Forge and their respective management, as the
case may be, 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 “Risk Factors” section of MOTV’s final prospectus filed on
December 14, 2020, its Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 (as subsequently amended), and the
definitive proxy statement/prospectus contained in the Registration
Statement on Form S-4 filed with respect to the business
combination, as it may be amended, in each case, under the heading
“Risk Factors,” and other documents of MOTV filed, or to be filed,
with the SEC. There may be additional risks that MOTV and Forge
presently do not know of or that they currently believe 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 MOTV’s and Forge’s
expectations, plans or forecasts of future events and views as of
the date of this press release. MOTV and Forge anticipate that
subsequent events and developments will cause their assessments to
change. However, while MOTV and Forge may elect to update these
forward-looking statements at some point in the future, MOTV and
Forge specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing MOTV’s and 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220303006089/en/
Motive Capital Corp: Bob Brown
info@motivecapitalcorp.com
Media: Lindsay Riddell press@forgeglobal.com
Investor: Dominic Paschel ir@forgeglobal.com
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