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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): August 7, 2024
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.)
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 August 7, 2024, Forge Global Holdings, Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2024, Drew Sievers and the Company mutually agreed that Mr. Sievers would separate from the Company as its Chief Operating Officer effective December 31, 2024.
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: August 7, 2024By: /s/ Kelly Rodriques
Name:Kelly Rodriques
Title:Chief Executive Officer


Exhibit 99.1
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Forge Global Holdings, Inc. Reports Second Quarter Fiscal Year 2024 Results
•Total Revenue Less Transaction Based Expenses increased to $22.0 million in 2Q24, up 15% quarter-over-quarter and 32% over the year-ago quarter
•Total Marketplace Revenues, Less Transaction Based Expenses increased to $11.4 million in 2Q24, up 35% quarter-over-quarter and 103% over the year-ago quarter
•Trading Volume increased to $426.3 million in 2Q24, up 62% quarter-over-quarter and 178% over the year-ago quarter
•Net Take Rate was 2.7% in 2Q24
•Planned Expense Reductions are expected to improve margins and savings, on an annualized basis, of an estimated $11.3 million
SAN FRANCISCO – August 7, 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 June 30, 2024.

“In Q2, we recorded our fifth consecutive quarter of revenue growth – with a 15% increase over Q1, attributable to increased trading activity as the market reawakens,” said Kelly Rodriques, CEO of Forge. “Throughout the downturn, we continued to invest in our Next Generation Platform technology while delivering additional products and capabilities to market to prepare Forge for this moment. Because of the targeted investments we’ve made, we’re in a position now to advance planned cost savings and deliver them to our bottom line. And to that end, we announced today a decisive action to reduce our expenses and to accelerate our timeline to profitability.”

Financial Highlights for the Second Quarter 2024 
Revenue: Total revenue less transaction-based expenses was $22.0 million compared to $19.2 million in the quarter ended March 31, 2024.

Operating Loss: Total operating loss was $17.7 million compared to total operating loss of $25.0 million in the quarter ended March 31, 2024.

Net Loss: Net loss was $14.0 million compared to net loss of $19.0 million in the quarter ended March 31, 2024.

Adjusted EBITDA: Total adjusted EBITDA was a loss of $7.9 million compared to total adjusted EBITDA loss of $13.5 million in the quarter ended March 31, 2024. Adjusted EBITDA in the quarter ended March 31, 2024 included non-recurring charges of $2.8 million in connection with legacy legal matters.

Cash Flow from Operating Activities: Net cash used in operating activities was $14.4 million compared to $12.4 million in the quarter ended March 31, 2024.

Cash Flow from Investing Activities: Net cash provided from investing activities was $6.3 million compared to net cash used in investing activities of $0.4 million for the quarter ended March 31, 2024.


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Cash Flow from Financing Activities: Net cash used in financing activities was $0.9 million compared to $2.1 million in the quarter ended March 31, 2024.

Ending Cash Balance: Cash and cash equivalents as of June 30, 2024 was $120.5 million.

Share Count: Basic weighted-average number of shares used to compute net loss per share attributable to common stockholders for the quarter ended June 30, 2024, was 183 million shares and fully diluted outstanding share count as of June 30, 2024 was 201 million shares.

We estimate for the quarter ended September 30, 2024 that Forge will have 184 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 Second Quarter 2024
•Trading Volume increased from $262.5 million to $426.3 million, up 62% quarter-over-quarter.
•Net Take Rate was 2.7%, down from 3.2% prior quarter.

•Total Marketplace revenues, less transaction-based expenses, increased from $8.5 million to $11.4 million, up 35% quarter-over-quarter.

•Total Custodial Administration Fee revenues decreased from $10.7 million to $10.6 million, down 1% quarter-over-quarter.

•Total Custodial Accounts increased from 2.15 million to 2.21 million, up 3% quarter-over-quarter.

•Total Assets Under Custody increased from $16.5 billion to $16.6 billion, up 1% quarter-over-quarter.

Additional Business Metrics for the Second Quarter 2024

•Forge Trust Custodial Cash: Forge Trust Custodial Cash totaled $495 million, up 3% quarter-over-quarter from $481 million.

•Total Number of Companies with Indications of Interest (IOIs): The total number of companies with IOIs were 551, up 1% quarter-over-quarter.
•Headcount: Forge finished out the quarter ended June 30, 2024 with a total headcount of 338. Additionally, Forge announced planned expense reductions today which include a reduction in headcount costs by roughly 11%, as well as additional expense reductions. This action is expected to improve margins and produce savings of an estimated $11.3 million on an annualized basis.
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 Global’s Private Market Index Now Tracked by Accuidity Strategy, Offering Diversified Exposure to Late-Stage Companies: The Forge Accuidity Private Market Index – which tracks the performance of late-stage, venture-backed companies - has been adopted by Accuidity within their Megacorn strategy (“Accuidity”). Accuidity is a Boston-based institutional asset manager that is seeking to replicate this newly created Forge index. The Forge Accuidity Private Market Index tracks the performance of 60 venture-backed, late-stage, private growth companies including SpaceX,


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Anduril, Scale AI, Epic Games, Chime and others. All names are ranked according to a modified capitalization weighting methodology with an annual rebalance frequency.

•Forge Launches in Europe Amidst Growing Demand for Access to Private Company Liquidity: Connecting directly to the global interest book and leveraging Forge’s infrastructure, data services and technology solutions, Forge Europe provides sellers with access to an extensive pool of liquidity and buyers with the opportunity to buy shares in some of the world’s most exciting growth companies. With operational hubs in Berlin, Germany, integrated within the Deutsche Börse network, as well as in London, UK, Forge Europe has now closed its first trades in cooperation with local partners and is planning to further expand across Europe into Austria, Switzerland and France.
Webcast/Conference Call Details

Forge will host a webcast conference call today, August 7th, 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
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 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


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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.
Consolidated Balance Sheets
(In thousands of U.S. dollars, except share and per share data)
June 30, 2024 (Unaudited)December 31,
2023
Assets
Current assets:
Cash and cash equivalents$120,475 $144,722 
Restricted cash1,089 1,062 
Accounts receivable, net4,524 4,067 
Prepaid expenses and other current assets10,930 13,253 
Total current assets137,018 163,104 
Internal-use software, property and equipment, net3,993 5,192 
Goodwill and other intangible assets, net127,961 129,919 
Operating lease right-of-use assets7,324 4,308 
Payment-dependent notes receivable, noncurrent6,758 5,593 
Other assets, noncurrent2,606 2,615 
Total assets$285,660 $310,731 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$1,656 $1,831 
Accrued compensation and benefits9,079 11,004 
Accrued expenses and other current liabilities6,818 8,861 
Operating lease liabilities, current3,357 2,516 
Total current liabilities20,910 24,212 
Operating lease liabilities, noncurrent5,326 2,707 
Payment-dependent notes payable, noncurrent6,758 5,593 
Warrant liabilities2,889 9,616 
Other liabilities, noncurrent303 185 
Total liabilities36,186 42,313 
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value; 182,670,074 and 176,899,814 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively19 18 
Treasury stock, at cost; 157,193 shares as of June 30, 2024 and December 31, 2023, respectively(625)(625)
Additional paid-in capital558,266 543,846 
Accumulated other comprehensive income721 911 
Accumulated deficit(312,986)(280,638)
Total Forge Global Holdings, Inc. stockholders’ equity245,395 263,512 
Noncontrolling interest4,079 4,906 
Total stockholders’ equity249,474 268,418 
Total liabilities and stockholders’ equity$285,660 $310,731 


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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 Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
Revenues:
Marketplace revenues $11,679 $8,520 $5,723 $20,199 $10,355 
Custodial administration fees10,603 10,722 10,997 21,325 21,844 
Total revenues22,282 19,242 16,720 41,524 32,199 
Transaction-based expenses:
Transaction-based expenses (256)(29)(83)(285)(102)
Total revenues, less transaction-based expenses 22,026 19,213 16,637 41,239 32,097 
Operating expenses:
Compensation and benefits28,784 29,843 25,154 58,627 50,916 
Technology and communications2,649 3,060 3,475 5,709 6,865 
Professional services1,605 2,217 3,265 3,822 6,001 
Advertising and market development1,243 1,090 876 2,333 1,553 
Rent and occupancy1,107 1,135 1,148 2,242 2,474 
General and administrative2,508 5,062 3,525 7,570 6,273 
Depreciation and amortization1,781 1,816 1,747 3,597 3,536 
Total operating expenses39,677 44,223 39,190 83,900 77,618 
Operating loss (17,651)(25,010)(22,553)(42,661)(45,521)
Interest and other income (expense):
Interest income1,495 1,709 1,319 3,204 2,828 
Change in fair value of warrant liabilities2,280 4,447 (3,790)6,727 (3,622)
Other income, net94 76 217 170 432 
Total interest and other income (expense)3,869 6,232 (2,254)10,101 (362)
Loss before provision for income taxes(13,782)(18,778)(24,807)(32,560)(45,883)
Provision for income taxes258 216 293 474 478 
Net loss(14,040)(18,994)(25,100)(33,034)(46,361)
Net loss attributable to noncontrolling interest(316)(370)(211)(686)(284)
Net loss attributable to Forge Global Holdings, Inc.$(13,724)$(18,624)$(24,889)$(32,348)$(46,077)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic$(0.08)$(0.10)$(0.14)$(0.18)$(0.27)
Diluted$(0.08)$(0.10)$(0.14)$(0.18)$(0.27)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic182,681,065 179,910,522 173,289,549 181,680,268 172,565,508 
Diluted182,681,065 179,910,522 173,289,549 181,680,268 172,565,508 


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FORGE GLOBAL HOLDINGS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Three Months Ended
Six Months Ended
June 30, 2024
March 31, 2024
June 30, 2023
June 30, 2024
June 30, 2023
Cash flows from operating activities:
Net loss$(14,040)$(18,994)$(25,100)$(33,034)$(46,361)
Adjustments to reconcile net loss to net cash used in operations:
Share-based compensation7,859 9,467 8,809 17,326 16,210 
Depreciation and amortization1,781 1,816 1,747 3,597 3,536 
Amortization of right-of-use assets662 643 734 1,305 1,579 
Loss on impairment of long lived assets— — — — 536 
Impairment of right-of-use assets— 186 — 186 — 
Allowance for doubtful accounts107 109 49 216 171 
Change in fair value of warrant liabilities(2,280)(4,447)3,790 (6,727)3,622 
Changes in operating assets and liabilities:
Accounts receivable923 (1,596)(1,448)(673)(1,313)
Prepaid expenses and other assets(5,353)1,125 (2,227)(4,228)219 
Accounts payable(1,004)1,066 148 62 (1,229)
Accrued expenses and other liabilities(4,636)2,782 1,691 (1,854)1,288 
Accrued compensation and benefits2,041 (3,967)(783)(1,926)(7,514)
Operating lease liabilities(491)(555)(1,032)(1,046)(2,081)
Other— (10)— (10)— 
Net cash used in operating activities(14,431)(12,375)(13,622)(26,806)(31,337)
Cash flows from investing activities:
Purchases of term deposits— — (2,665)— (2,665)
Receipts of term deposit maturities6,559 — — 6,559 — 
Purchases of property and equipment(267)(400)(28)(667)(99)
Net cash provided by (used in) investing activities6,292 (400)(2,693)5,892 (2,764)
Cash flows from financing activities:
Proceeds from exercise of options235 226 269 461 330 
Taxes withheld and paid related to net share settlement of equity awards(1,135)(2,302)— (3,437)(557)
Net cash used in financing activities(900)(2,076)269 (2,976)(227)
Effect of changes in currency exchange rates on cash and cash equivalents(78)(253)(53)(331)175 
Net decrease in cash and cash equivalents(9,117)(15,104)(16,099)(24,221)(34,153)
Cash, cash equivalents and restricted cash, beginning of the period130,681 145,785 176,911 145,785 194,965 
Cash, cash equivalents and restricted cash, end of the period$121,564 $130,681 $160,812 $121,564 $160,812 
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets
Cash and cash equivalents$120,475 $129,606 $159,526 $120,475 $159,526 
Restricted cash1,089 1,075 1,286 1,089 1,286 
Total cash, cash equivalents and restricted cash, end of the period$121,564 $130,681 $160,812 $121,564 $160,812 


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FORGE GLOBAL HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Results
(In thousands of U.S. dollars) 
Three Months Ended
Six Months Ended
June 30, 2024March 31, 2023June 30, 2023June 30, 2024June 30, 2023
Net loss attributable to Forge Global Holdings, Inc.$(13,724)$(18,624)$(24,889)$(32,348)$(46,077)
Add:
Net loss attributable to noncontrolling interest(316)(370)(211)(686)(284)
Provision for income taxes258 216 293 474 478 
Interest (income) expense, net(1,495)(1,709)(1,319)(3,204)(2,828)
Depreciation and amortization1,781 1,816 1,747 3,597 3,536 
Share-based compensation expense7,859 9,467 8,809 17,326 16,210 
Change in fair value of warrant liabilities(2,280)(4,447)3,790 (6,727)3,622 
Impairment of right-of-use assets— 186 — 186 — 
Loss on impairment of long lived assets— — — — 536 
Adjusted EBITDA$(7,917)$(13,465)$(11,780)$(21,382)$(24,807)





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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 Ended
Six Months Ended
Dollars in thousandsJune 30, 2024March 31, 2024June 30, 2023June 30, 2024June 30, 2023
TRADING SOLUTIONS
Trades831 6054481,436754
Volume$426,318 262,538153,182688,856281,345
Net Take Rate2.7 %3.2 %3.7 %2.9 %3.6 %
Marketplace revenues, less transaction-based expenses$11,423 8,4915,64019,91410,253
•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 thousandsJune 30, 2024March 31, 2024June 30, 2023
CUSTODY SOLUTIONS
Total Custodial Accounts2,211,108 2,152,7771,970,617
Assets Under Custody$16,600,408 $16,454,323 $15,299,816 
•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.


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1 Supplemental Investor Information August 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 ended September 30, 2022: Press release issued on November 9, 2022. Quarterly Report filed on November 14, 2022. • 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 to filed on May 7, 2024. • Quarter ended June 30, 2024: Press release issued on August 7, 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) Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 2021 2022 2023 FINANCIAL INFORMATION ($ in 000s unless otherwise stated) Operating Results Marketplace revenues 8,227$ 6,902$ 4,632$ 5,723$ 7,283$ 8,152$ 8,520$ 11,679$ 107,723$ 40,665$ 25,790$ Custodial administration fees 7,673 9,919 10,847 10,997 11,280 10,907 10,722 10,603 20,333 28,718 44,031 Transaction-based expenses (86) (87) (19) (83) (148) (181) (29) (256) (3,034) (483) (431) Total revenues, less transaction-based expenses 15,814$ 16,734$ 15,460$ 16,637$ 18,415$ 18,878$ 19,213$ 22,026$ 125,022$ 68,900$ 69,390$ Total operating expenses 58,250$ 44,539$ 38,428$ 39,190$ 39,928$ 43,293$ 44,223$ 39,677$ 134,811$ 203,940$ 160,839$ Operating loss (42,436)$ (27,805)$ (22,968)$ (22,553)$ (21,513)$ (24,415)$ (25,010)$ (17,651)$ (9,789)$ (135,040)$ (91,449)$ Net loss (16,198)$ (26,164)$ (21,261)$ (25,100)$ (18,957)$ (26,231)$ (18,994)$ (14,040)$ (18,499)$ (111,905)$ (91,549)$ Net loss attributable to Noncontrolling interest -$ (46)$ (73)$ (211)$ (609)$ (435)$ (370)$ (316)$ -$ (46)$ (1,328)$ Net loss attributable to Forge Global Holdings (16,198)$ (26,118)$ (21,188)$ (24,889)$ (18,348)$ (25,796)$ (18,624)$ (13,724)$ (18,499)$ (111,859)$ (90,221)$ Adjusted EBITDA (13,273)$ (14,251)$ (13,027)$ (11,780)$ (10,355)$ (13,637)$ (13,465)$ (7,917)$ 8,761$ (46,851)$ (48,799)$ Non-GAAP Adjusted EBITDA Reconciliation Net loss attributable to Forge Global Holdings, Inc (16,198)$ (26,118)$ (21,188)$ (24,889)$ (18,348)$ (25,796)$ (18,624)$ (13,724)$ (18,499)$ (111,859)$ (90,221)$ (+) Net loss attributable to non-controlling interest - (46) (73) (211) (609) (435) (370) (316) - (46) (1,328) (+) Provision for income taxes 48 121 185 293 291 50 216 258 386 327 819 (+) Interest (income) expense, net (874) (1,520) (1,509) (1,319) (1,725) (1,868) (1,709) (1,495) 2,307 (2,681) (6,421) (+) Depreciation and amortization 1,428 1,495 1,789 1,747 1,710 1,708 1,816 1,781 5,390 6,026 6,954 (+) Share-based compensation expense 26,712 11,950 7,401 8,809 9,233 8,891 9,467 7,859 12,231 57,924 34,334 (+) Change in fair value of warrant liabilities (25,210) (27) (168) 3,790 (907) 3,750 (4,447) (2,280) 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 821 (106) - - - - - - 882 5,113 - (+) Transaction bonus - - - - - - - - - 17,735 - Adjusted EBITDA (13,273)$ (14,251)$ (13,027)$ (11,780)$ (10,355)$ (13,637)$ (13,465)$ (7,917)$ 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) Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 2021 2022 2023 KEY BUSINESS METRICS ($ in 000s unless otherwise stated) (1) Trading Business Marketplace revenues, less transaction-based expenses - LTM 57,834$ 40,182$ 30,342$ 25,209$ 24,203$ 25,359$ 29,237$ 35,020$ 104,689$ 40,182$ 25,359$ Number of trades - LTM 2,636 2,184 1,894 1,712 1,853 1,756 2,055 2,438 4,890 2,184 1,756 Number of trades - Period 426 532 306 448 567 435 605 831 4,890 2,184 1,756 Transaction volume ($B) - LTM 1.81$ 1.22$ 0.93$ 0.75$ 0.76$ 0.77$ 0.90$ 1.17$ 3.18$ 1.22$ 0.77$ Transaction volume ($B) - Period 0.23$ 0.25$ 0.13$ 0.15$ 0.23$ 0.25$ 0.26$ 0.43$ 3.18$ 1.22$ 0.77$ Net take rate - LTM 3.2% 3.3% 3.3% 3.3% 3.2% 3.3% 3.2% 3.0% 3.3% 3.3% 3.3% Net take rate - Period 3.6% 2.8% 3.6% 3.7% 3.0% 3.2% 3.2% 2.7% 3.3% 3.3% 3.3% Custody Business Total custodial accounts (2) 1,811,774 1,871,146 1,937,248 1,970,617 2,023,756 2,078,868 2,152,777 2,211,108 2,124,677 1,871,146 2,078,868 Assets under custody ($B) (2) 15.0$ 14.9$ 14.8$ 15.3$ 15.1$ 15.6$ 16.5$ 16.6$ 14.3$ 14.9$ 15.6$ OTHER BUSINESS METRICS (1) Distinct private companies transacted in - LTM 191 191 163 148 154 154 161 159 Distinct private companies transacted in - Period 77 76 60 75 82 78 64 82 Total number of issuers with IOIs (3) 478 436 492 486 502 485 543 551 Custodial cash balance ($MM) (4) 685$ 635$ 574$ 550$ 518$ 505$ 481$ 495$

 
6 Forge Global Holdings, Inc. - Changes in Forge Markets Revenue vs North America Technology Deal Value (1)(2)(3) (1) Forge Markets Revenue is a subset of Marketplace Revenues which refers solely to placement fee revenue earned by the Company through direct trades on the Company's Forge Markets platform. Forge Markets Revenue for the periods presented 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) North America Technology Deal value is wholly sourced from publicly available Pitchbook data for the periods in the graph below and refers to the aggregated primary funding value from North American late-stage private companies (Series C and onwards) for companies in the Information Technology industry, as well as the Fintech and TMT (Technology, Media & Telecommunications) verticals (as such terms are defined by Pitchbook). (3) The comparative information set forth above is intended for illustrative purposes only, and is used by management for internal business monitoring and outlook planning purposes; however, this is only one of many tools management uses and is not considered independently of internal review, budgeting, forecasting, and operational planning. The Company believes that this information can be helpful to investors in understanding the marketplace dynamics that may impact the Company’s period to period Marketplace Revenue results. However, this historical data and comparative correlations may not be predictive or correlative to future Marketplace Revenue or other future results, nor may similar third-party data produce the same historical results, and therefore should be considered only as a tool in context with, and not as a substitute for, the historical results of operations, financial condition, and other information presented in the Company’s 2021 Financial Information, Earnings Releases, and Periodic Filings (as such terms are defined on Slide 2). Also see “Important Information,” “Use of Third-Party Data,” and “Forward-Looking Statements” on Slides 2 and 3.

 
7 Forge Global Holdings, Inc. - Changes in Forge Markets Revenue vs North America Technology IPO Count (1)(2)(3) (1) Forge Markets Revenue is a subset of Marketplace Revenues which refers solely to placement fee revenue earned by the Company through direct trades on the Company's Forge Markets platform. Forge Markets Revenue for the periods presented 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) North America Technology IPO Count value is wholly sourced from publicly available Pitchbook data for the periods in the graph below and refers to initial public offerings with a greater than or equal to $250 million valuation for companies in the Information Technology Industry, as well as FinTech and TMT (Technology, Media, and Telecommunications) verticals (as such terms are defined by Pitchbook). (3) The comparative information set forth above is intended for illustrative purposes only, and is used by management for internal business monitoring and outlook planning purposes; however, this is only one of many tools management uses and is not considered independently of internal review, budgeting, forecasting, and operational planning. The Company believes that this information can be helpful to investors in understanding the marketplace dynamics that may impact the Company’s period to period Marketplace Revenue results. However, this historical data and comparative correlations may not be predictive or correlative to future Marketplace Revenue or other future results, nor may similar third-party data produce the same historical results, and therefore should be considered only as a tool in context with, and not as a substitute for, the historical results of operations, financial condition, and other information presented in the Company’s 2021 Financial Information, Earnings Releases, and Periodic Filings (as such terms are defined on Slide 2). Also see “Important Information,” “Use of Third-Party Data,” and “Forward-Looking Statements” on Slides 2 and 3.

 
v3.24.2.u1
Cover
Aug. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 07, 2024
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 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
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