Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document and Entity Information | |
Document Type | S-1 |
Entity Registrant Name | FORGE GLOBAL HOLDINGS, INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001827821 |
Amendment Flag | false |
Consolidate Balance Sheets
Consolidate Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 74,781 | $ 40,577 |
Restricted cash | 1,623 | 1,601 |
Accounts receivable, net | 5,380 | 5,741 |
Payment-dependent notes receivable at fair value, current | 1,153 | 39,289 |
Prepaid expenses and other current assets | 5,148 | 4,146 |
Total current assets | 88,085 | 91,354 |
Property and equipment, net | 497 | 897 |
Internal-use software, net | 2,691 | 1,575 |
Goodwill and other intangible assets, net | 137,774 | 140,410 |
Operating lease right-of-use assets | 7,881 | 8,983 |
Payment-dependent notes receivable at fair value, noncurrent | 13,453 | 13,735 |
Other assets, noncurrent | 7,514 | 1,548 |
Total Assets | 257,895 | 258,502 |
Current liabilities: | ||
Accounts payable | 1,920 | 2,612 |
Accrued compensation and benefits | 21,240 | 13,159 |
Accrued expenses and other current liabilities | 8,343 | 7,288 |
Operating lease liabilities, current | 5,367 | 3,536 |
Debt, current | 2,499 | |
Payment-dependent notes payable at fair value, current | 1,153 | 39,289 |
Total current liabilities | 38,023 | 68,383 |
Debt, noncurrent | 16,431 | |
Operating lease liabilities, noncurrent | 5,159 | 8,824 |
Payment-dependent notes payable at fair value, noncurrent | 13,453 | 13,735 |
Warrant liabilities, at fair value | 7,844 | 1,780 |
Total liabilities | 64,479 | 109,153 |
Commitments and contingencies (Note 8) | ||
Class A ordinary shares, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10.00 per share at December 31, 2021 and 2020 | 246,056 | 156,848 |
Stockholders' deficit: | ||
Additional paid-in capital | 25,919 | 52,561 |
Accumulated deficit | (78,559) | (60,060) |
Total stockholders' deficit | (52,640) | (7,499) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $ 257,895 | $ 258,502 |
Consolidate Balance Sheets (Par
Consolidate Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible preferred stock, par value | $ 0.00001 | $ 0.00001 |
Convertible preferred stock, authorized | 27,799,267 | 22,520,015 |
Convertible preferred stock, issued | 23,668,198 | 15,717,345 |
Convertible preferred stock, outstanding | 23,668,198 | 15,717,345 |
Aggregate liquidation preference | $ 271,845 | $ 173,122 |
Class AA common stock | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 54,000,000 | 52,000,000 |
Common stock, issued | 20,269,864 | 21,110,877 |
Common stock, outstanding | 20,269,864 | 21,110,877 |
Class AA1 common stock member | ||
Common stock, authorized | 805,360 | 0 |
Common stock, issued | 0 | 0 |
Common stock, outstanding | 0 | 0 |
Class EE-1 | ||
Common stock, authorized | 0 | 105,000 |
Common stock, issued | 0 | 105,000 |
Common stock, outstanding | 0 | 105,000 |
Class EE-2 | ||
Common stock, authorized | 0 | 1,557,500 |
Common stock, issued | 0 | 1,557,500 |
Common stock, outstanding | 0 | 1,557,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues | $ 128,056 | $ 51,644 |
Transaction-based expenses: | ||
Transaction-based expenses | (3,034) | (3,888) |
Total revenues, less transaction-based expenses | 125,022 | 47,756 |
Operating expenses: | ||
Compensation and benefits | 94,654 | 37,330 |
Professional services | 12,450 | 3,371 |
Acquisition-related transaction costs | 882 | 3,289 |
Advertising and market development | 5,090 | 1,528 |
Rent and occupancy | 3,744 | 2,381 |
Technology and communications | 8,243 | 4,616 |
General and administrative | 4,358 | 452 |
Depreciation and amortization | 5,390 | 2,406 |
Total operating expenses | 134,811 | 55,373 |
Operating loss | (9,789) | (7,617) |
Interest expenses and other income (expenses): | ||
Interest expense, net | (2,307) | (2,405) |
Change in fair value of warrant liabilities | (6,064) | (292) |
Other income (expenses), net | 47 | (201) |
Total interest expenses and other expenses | (8,324) | (2,898) |
Loss before provision for income taxes | (18,113) | (10,515) |
Provision for (benefit from) income taxes | 386 | (803) |
Net income (loss) | $ (18,499) | $ (9,712) |
Earnings Per Share, Basic | $ (1.06) | $ (0.81) |
Earnings Per Share, Diluted | $ (1.06) | $ (0.81) |
Weighted Average Number of Shares Outstanding, Basic | 17,386,008 | 11,946,614 |
Weighted Average Number of Shares Outstanding, Diluted | 17,386,008 | 11,946,614 |
Placement fees | ||
Total revenues | $ 107,723 | $ 29,240 |
Custodial administration fees | ||
Total revenues | $ 20,333 | $ 22,404 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Convertible preferred stock | Series B-1 | Series B-2 | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Beginning balance at Dec. 31, 2019 | $ 84,998 | |||||||
Balance at the beginning at Dec. 31, 2019 | $ 0 | [1] | $ 2,785 | $ (50,348) | $ (47,563) | |||
Beginning balance, shares at Dec. 31, 2019 | 8,697,229 | |||||||
Balance at beginning (in shares) at Dec. 31, 2019 | 13,635,614 | |||||||
Issuance of Series B-1 convertible preferred stock | $ 41,527 | $ 44,239 | ||||||
Issuance of Series B-1 convertible preferred stock, shares | 3,562,869 | 3,562,869 | ||||||
Exchange of Class AA common stock for Series B convertible preferred stock, shares | 1,143,624 | |||||||
Issuance of Series B-1 convertible preferred stock at $8.69 per share upon conversion of convertible notes and accrued interest | $ 9,940 | |||||||
Issuance of Junior convertible preferred stock in connection with SharesPost acquisition | $ 20,383 | |||||||
Issuance of Junior convertible preferred stock in connection with Shares Post acquisition, shares | 2,313,623 | |||||||
Issuance of Class AA common stock upon exercise of vested stock options | 21 | 21 | ||||||
Issuance of Class AA common stock upon early exercise of unvested stock options, shares | 20,500 | |||||||
Repurchase of early exercised stock options, shares | 287,278 | |||||||
Repurchase of restricted stock awards, shares | (171,240) | |||||||
Issuance of Class AA common stock in connection with an acquisition | 44,817 | 44,817 | ||||||
Issuance of Class AA common stock in connection with an acquisition, shares | (13,915) | |||||||
Exchange of Class AA common stock for Series B convertible preferred stock (in shares) | 9,015,140 | |||||||
Vesting Of Early Exercised Stock Options | 32 | 32 | ||||||
Share-based compensation expense | 4,906 | 4,906 | ||||||
Net income (loss) | (9,712) | (9,712) | ||||||
Ending balance at Dec. 31, 2020 | $ 156,848 | |||||||
Balance at the end at Dec. 31, 2020 | 52,561 | (60,060) | $ (7,499) | |||||
Ending balance, shares at Dec. 31, 2020 | 15,717,345 | 5,672,925 | 15,717,345 | |||||
Balance at ending (in shares) at Dec. 31, 2020 | 22,773,377 | |||||||
Ending balance at Dec. 31, 2020 | $ 156,848 | |||||||
Balance at the end at Dec. 31, 2020 | 52,561 | (60,060) | $ (7,499) | |||||
Ending balance, shares at Dec. 31, 2020 | 15,717,345 | 5,672,925 | 15,717,345 | |||||
Balance at ending (in shares) at Dec. 31, 2020 | 22,773,377 | |||||||
Issuance of Series B-1 convertible preferred stock | $ 111 | |||||||
Issuance of Series B-1 convertible preferred stock, shares | 8,949 | |||||||
Exchange of Class AA common stock for Series B convertible preferred stock | $ 39,722 | |||||||
Exchange of Class AA common stock for Series B convertible preferred stock, shares | 3,736,873 | |||||||
Issuance of Series B-1 convertible preferred stock at $8.69 per share upon conversion of convertible notes and accrued interest | $ 47,735 | $ 1,640 | ||||||
Issuance of conversion of convertible notes and accrued interest | 4,072,904 | 132,127 | ||||||
Issuance of Class AA common stock upon early exercise of unvested stock options | 704 | $ 704 | ||||||
Issuance of Class AA common stock upon early exercise of unvested stock options, shares | 413,172 | |||||||
Repurchase of early exercised stock options, shares | 834,064 | |||||||
Repurchase of restricted stock awards, shares | (13,876) | |||||||
Issuance of Class AA common stock in connection with an acquisition, shares | (3,736,873) | |||||||
Exchange of Class AA common stock for Series B convertible preferred stock | (39,722) | (39,722) | ||||||
Vesting Of Early Exercised Stock Options | 145 | 145 | ||||||
Share-based compensation expense | 12,231 | 12,231 | ||||||
Net income (loss) | (18,499) | (18,499) | ||||||
Ending balance at Dec. 31, 2021 | $ 246,056 | |||||||
Balance at the end at Dec. 31, 2021 | $ 25,919 | $ (78,559) | $ (52,640) | |||||
Ending balance, shares at Dec. 31, 2021 | 23,668,198 | 13,491,651 | 132,127 | 23,668,198 | ||||
Balance at ending (in shares) at Dec. 31, 2021 | 20,269,864 | |||||||
[1] | amount less than 1 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
B-1 convertible preferred stock | ||
Stock issued price, per share | $ 12.4168 | |
Series B-1 | ||
Stock issued price, per share | $ 12.4168 | $ 8.69 |
Issuance costs | $ 2,838 | $ 2,713 |
Series B-1 | B-1 convertible preferred stock | ||
Stock issued price, per share | $ 12.4168 | |
Series B-2 | ||
Stock issued price, per share | $ 12.4168 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (18,499) | $ (9,712) |
Adjustments to reconcile net loss to net cash provided by operations: | ||
Share-based compensation | 12,231 | 4,906 |
Depreciation and amortization | 5,390 | 2,406 |
Amortization of right-of-use assets | 2,804 | 1,638 |
Change in fair value of warrant liabilities | 6,064 | 292 |
Other | 107 | 886 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 382 | (3,386) |
Prepaid expenses and other assets | (1,031) | (2,191) |
Accounts payable | (692) | (1,683) |
Accrued expenses and other current liabilities | (399) | 2,138 |
Accrued compensation and benefits | 8,080 | 3,869 |
Operating lease liabilities | (3,536) | (1,691) |
Net cash used in operating activities | 10,901 | (2,528) |
Cash flows from investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (13,114) | |
Purchases of property and equipment | (13) | |
Purchases of intangible assets | (2,202) | |
Capitalized internal-use software development costs | (1,054) | (1,149) |
Loan to SharesPost | (3,000) | |
Payment of deferred payments related to IRA Services acquisition | (6,097) | |
Net cash used in investing activities | (3,256) | (23,373) |
Cash flows from financing activities: | ||
Proceeds from exercise of options, including proceeds from repayment of promissory notes | 1,621 | 24 |
Proceeds from notes payable | 25,566 | |
Repayment of notes payable | (19,438) | (27,688) |
Payments of deferred offering costs | (4,954) | |
Cash paid to purchase equity awards | (23) | (49) |
Net cash provided by financing activities | 26,581 | 39,380 |
Net change in cash | 34,226 | 13,479 |
Cash, cash equivalents and restricted cash, beginning of year | 42,178 | 28,699 |
Cash, cash equivalents and restricted cash, end of year | 76,404 | 42,178 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 2,118 | 425 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | 1,702 | |
Deferred offering costs accrued and not yet paid | 969 | |
Capitalized internal-use software development costs accrued and not yet paid | 214 | |
Deferred payments related to SharesPost acquisition | 783 | |
Forgiveness of loan to SharesPost in relation to acquisition | 3,000 | |
Issuance of Junior convertible preferred stock in relation to SharesPost acquisition | 20,383 | |
Issuance of Junior convertible preferred stock warrants in relation to SharesPost acquisition | 1,285 | |
Issuance of Class AA common stock in relation to SharesPost acquisition | 44,817 | |
Exchange of Class AA common stock for Series B-1 convertible preferred stock | 39,722 | |
Conversion of convertible notes into Series B-1 convertible preferred stock | 111 | 9,940 |
Vesting of early exercised stock options and restricted stock awards | 145 | 32 |
Warrant issued in connection with issuance of convertible notes payable | 51 | |
Warrant issued in connection with issuance of term loan | 151 | |
Series B-1 | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance | 47,735 | 41,527 |
Proceeds from issuance of Series B-2 convertible preferred stock, net of issuance costs | 47,735 | 41,527 |
Payments of deferred offering costs | $ (2,713) | |
Series B-2 | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance | 1,640 | |
Proceeds from issuance of Series B-2 convertible preferred stock, net of issuance costs | $ 1,640 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business Forge Global, Inc. (collectively with its subsidiaries, “Forge,” “the Company,” or “its”) is a financial services platform. Founded in 2014, to serve the unique needs of the private market, the Company was incorporated in the state of Delaware and is headquartered in San Francisco, California. Since its founding, Forge has built a trusted marketplace that makes purchases and sales of equity in private companies simple, transparent, and highly efficient to scale. The Company has strategically invested in technology to provide individual and institutional participants an efficient and liquid market, access to a large number of private company investment opportunities and the information and transparency they need to make well informed investment decisions. By digitizing a historically analog, complex and opaque process, Forge’s platform delivers opportunities to trade in private company stocks. Today, Forge is a leading provider of mission-critical infrastructure technology and services for the private market. In August 2021, two of the Company’s subsidiaries, Forge Markets LLC and SharesPost, Inc. ceased to operate. The Company began operating as a single broker dealer under the entity Forge Securities LLC to provide an integrated investing experience for investors. Proposed Business Combination In September 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company; Motive Capital Corp (“MOTV”), a publicly traded special purpose acquisition company and Cayman Islands exempted company; and FGI Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of MOTV (“Merger Sub”), providing for, among other things, and subject to the conditions therein, the combination of the Company and MOTV pursuant to the proposed merger of Merger Sub with and into the Company with the Company continuing as the surviving entity and a direct wholly owned subsidiary of MOTV, which will be renamed Forge Global Holdings, Inc. (“New Forge”). Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of Forge Global, Inc., and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the normal course of business, the Company has transactions with various investment entities as discussed in Note 9, Off Balance Sheet Items. In certain instances, the Company provides investment advisory services to pooled investment vehicles (“Funds”). The Company does not have discretion to make any investment, except for the specific investment for which the Fund was formed. The Company performs an assessment to determine (a) whether the Company’s investments or other interests will absorb portions of a variable interest entity’s expected losses or receive portions of the entity’s expected residual returns and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity would give it a controlling financial interest. The Company consolidates entities in which it, directly or indirectly, is determined to have a controlling financial interest. Consolidation conclusions are reviewed quarterly to identify whether any reconsideration events have occurred. Segment Information The Company operates as a single operating segment and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, allocating resources and evaluating the Company’s financial performance. The Company operates primarily in the United States, and, accordingly, the geographic distribution of revenue and assets is not significant. For the years ended December 31, 2021 and 2020, revenue outside of the United States, based on customers billing address was not material. As of December 31, 2021 and 2020, long-lived assets located outside of the United States were not material. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to timing of revenue recognition from placement fees and custodial administration fees, collectability of accounts receivable, the fair value of financial assets and liabilities, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of consideration paid for business combinations, the useful lives of acquired intangible assets and property and equipment, the impairment of long-lived assets and goodwill, the fair value of warrants, equity awards and share-based compensation expenses including the determination of the fair value of the Company’s common stock, and the valuation of deferred tax assets and uncertain tax positions. These estimates are inherently subjective in nature and, therefore, actual results may differ from the Company’s estimates and assumptions. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. From 2020, the novel coronavirus (“COVID-19”) pandemic created disruption in global supply chains, increased rates of unemployment and adversely impacted many industries. In 2021, although most of the initial restrictions imposed at the onset of the pandemic in the U.S. have been relaxed or lifted as a result of the distribution of vaccines, the COVID-19 pandemic continues to persist. We continue to closely monitor developments; however, we cannot predict the future impact of COVID-19 on our operational and financial performance, or the specific ways the pandemic may uniquely impact our members, all of which continue to involve significant uncertainties that depend on future developments, which include, among others, the severity and duration of the pandemic and its impact on the overall economy and other industry sectors; vaccination rates; the longer-term efficacy of vaccinations; and the potential emergence of new, more transmissible or severe variants. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2021. These estimates may change as new events occur and additional information is obtained, and related financial impacts will be recognized in the Company’s consolidated financial statements as soon as those events become known. Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurements. Three levels of inputs may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds. Restricted Cash The Company classifies all cash and cash equivalents that are not available for immediate or general business use as restricted in the accompanying consolidated balance sheets. This includes amounts set aside for restrictions of specific agreements. As of December 31, 2021 and 2020, the restricted cash represents the amount covered by the letter of credit related to one of the Company’s operating leases and for regulatory purposes for the trust and brokerage-related activities. Accounts Receivable, Net Accounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors, including an assessment of the customer’s aging balance, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. The total allowance for doubtful accounts netted against account receivables in the consolidated balance sheets was $1,517 and $1,538 as of December 31, 2021 and 2020, respectively. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise cash and cash equivalents and restricted cash, payment-dependent notes receivables, and accounts receivables. Cash and cash equivalents and restricted cash may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation, respectively. The Company’s exposure to credit risk in the event of default by financial institutions is limited to the amounts recorded on the consolidated balance sheets. The Company performs periodic evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company’s exposure to credit risk associated with its contracts with holders of private company equity (“sellers”) and investors (“buyers”) related to the transfer of private securities is measured on an individual counterparty basis. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company’s exposure is monitored in light of changing counterparty and market conditions. As of December 31, 2021 and 2020, the Company did not have any material concentrations of credit risk outside the ordinary course of business. As of December 31, 2021 and 2020, no customers accounted for more than 10% of the Company’s accounts receivable. No customer accounted for more than 10% of total revenue, less transaction-based expenses for the years ended December 31, 2021 and 2020, respectively. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in consolidated statements of operations and comprehensive loss in the period realized. The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life Internal-use Software, Net The Company capitalizes certain costs related to software developed for its internal-use. The costs capitalized include development of new software features and functionality and incremental costs related to significant improvement of existing software. Development costs incurred during the preliminary or maintenance project stages are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, which is typically three years . Amortization begins only when the software becomes ready for its intended use. Costs incurred after the project is substantially complete and is ready for its intended purpose, such as maintenance and training costs, are expensed as incurred, unless related to significantly increasing the functionality of existing software. Business Combinations The Company accounts for its business combinations using the acquisition accounting method wherein the purchase price is allocated based on the estimated fair value of identifiable assets acquired and liabilities assumed. Any residual purchase price is recorded as goodwill. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired. The estimates in determining the fair values of assets acquired and liabilities assumed can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the cost savings expected to be derived from acquiring an asset and the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable. During the measurement period, which was up to one year from the acquisition date, the Company did not have adjustments to the fair value of any assets acquired and liabilities assumed. In addition, uncertain tax positions and tax-related valuation allowances were initially recorded in connection with a business acquisition as of the acquisition date. Upon the conclusion of the measurement period, there was no subsequent adjustments recorded in the consolidated statements of operations and comprehensive loss. Acquisition costs, such as legal and consulting fees, were expensed as incurred. Goodwill and Other Intangible Assets, Net Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. The Company has historically performed its annual impairment assessment for goodwill and indefinite life intangible assets as of the last day of the fiscal year (December 31). During the third quarter of fiscal 2021, the Company voluntarily changed the date of its annual impairment assessment from December 31 to October 1. The change is to closely align the yearly impairment assessment dates with the Company’s annual planning and budgeting process. The Company has determined this change in accounting principle is preferable and will not affect the consolidated financial statements. The change in the assessment date does not delay or avoid a potential impairment charge, and this change is applied prospectively as retrospective application would be impracticable as the Company is unable to objectively determine, without the use of hindsight, the significant assumptions and estimates that would be used in those earlier periods. The tests did not result in an impairment to goodwill during the years ended December 31, 2021 and 2020. In-process research and development (“IPR&D”) assets acquired in a business combination are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon conclusion of the relevant research and development project, the Company will amortize the acquired IPR&D over its estimated useful life or expense the acquired IPR&D should the research and development project be unsuccessful with no future alternative use. In September 2021, the Company has launched the acquired IPR&D data platform and started to record amortization expense using the straight-line method over the estimated useful lives of the asset. Acquired intangible assets also consist of identifiable intangible assets, primarily software technology, trade name and customer relationships, resulting from business acquisitions. Finite-lived intangible assets are recorded at fair value on the date of acquisition and are amortized over their estimated useful lives. The Company bases the useful lives and related amortization expense on its estimate of the period that the assets will generate revenues or otherwise be used. Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also evaluates the period of depreciation and amortization of long-lived assets to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the Company determines the recoverability of its long-lived assets by comparing the carrying value of its long- lived assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. The Company did not record impairment loss for the years ended December 31, 2021 and 2020. Leases The Company categorizes leases at their inception or upon modification, if applicable. As of December 31, 2021 and 2020, the Company only has operating leases. For operating leases, the Company recognizes rent and occupancy on a straight-line basis, commencing on the date at which control and possession of the property is obtained. For leases with a term greater than 12 months , the Company records the related right-of-use assets and operating lease liabilities at the present value of lease payments over the lease term. The Company does not separate lease and non-lease components of contracts for real estate property leases. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The rates implicit on the Company’s leases are not readily determinable. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease payment amount, over a similar term, and in a similar economic environment. The Company evaluates its subleases in which it is the sublessor to determine whether it is relieved of the primary obligation under the original lease. If it remains the primary obligor, the Company continues to account for the original lease as it did before the commencement of the sublease and reports the sublease income based on the contract terms. Payment-Dependent Notes The Company has entered into separate contracts with equity holders of private companies’ shares (“sellers”) and investors (“buyers”) that enable the transfer of private securities upon a specified event such as an initial public offering, merger, or acquisition involving the underlying company. The Company serves as an intermediary counterparty to both the buyer and the seller and earns transaction fee revenue by facilitating the execution of the transaction. Contracts with buyers require the Company to facilitate the transfer of a fixed number of shares of the private securities from sellers upon occurrence of a specified event as described above. Buyers are required to pay the selling price for shares purchased (“settlement amounts”) and transaction fee defined in the contracts into a distribution or escrow account upon notice by the Company. Contracts with sellers require sellers to transfer the same amount and class of shares referenced in the contract between the Company and the corresponding buyers upon the occurrence of a specified event as described above. When settlement amounts have been determined, and the price and transaction fees are paid by the buyer, payment-dependent notes receivable are recorded for the securities due from the sellers, and payment- dependent notes payable are recorded for the securities owed to the buyers. Amounts recorded at period- end for payment-dependent notes receivable represent the fair value of securities receivable from sellers, for which the securities settlement event has not occurred. Amounts recorded at period-end for payment- dependent notes payable represent the fair value of securities not yet delivered to the buyer. Payment- dependent notes receivable and payment-dependent notes payable are presented at fair value in the consolidated financial statements in accordance with ASC 825, Fair Value Option for Financial Instruments. Changes in fair value of payment-dependent notes receivable and payment-dependent notes payable are recorded in other expense in the consolidated statements of operations and comprehensive loss. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees directly related to the Company’s proposed public offering. Upon consummation of the proposed public offering, the deferred offering costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the offering. In the event the offering is aborted, deferred offering costs will be expensed. As of December 31, 2021, $5,923 of deferred offering costs were capitalized in other assets, noncurrent in the accompanying consolidated balance sheets. No offering costs were capitalized as of December 31, 2020. Revenue Recognition and Transaction-Based Expenses The Company generates revenue from fees charged for the trading of private placements on its marketplace platform, and fees for account and asset management provided to customers. The Company disaggregates revenue by service type, as management believes that this level of disaggregation best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are impacted by economic factors. The Company recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for services. To achieve the core principle of this standard, the Company applied the following five steps: 1. Identification of the contract, or contracts, with the customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of the revenue when, or as, a performance obligation is satisfied. Revenue from Contracts with Customers The Company enters into contracts with customers that can include various services, which are capable of being distinct and accounted for as separate performance obligations. When applicable, an allocation of the transaction fees to the performance obligations or to the distinct goods or services that form part of a single performance obligation will depend on the individual facts and circumstances of the contract. All of the Company’s revenues are from contracts with customers. The Company is the principal in its contracts, with the exception of sub-account fees, in which the Company acts as an agent and records revenue from fees earned related to cash balances in customers’ custodial accounts. Each of our significant performance obligations and our application of ASC 606 to our revenue arrangements are discussed in further detail below: Placement Fees — The Company maintains a trading platform which generates revenues by collecting transaction fees from institutions, individual investors and private equity holders. Placement fees are charged by the Company for meeting the point-in-time performance obligation of executing a private placement on its platform. Placement fee rates are individually negotiated for each transaction and vary depending on the specific facts and circumstance of each agreement. These fees are event-driven and invoiced upon the closing of the transaction outlined in each agreement. These fees may be expressed as a dollar amount per share, a flat dollar amount, or a percentage of the gross transaction proceeds. The Company earns agency placement fees in non-underwritten transactions, such as private placements of equity securities. The Company enters into arrangements with individual accredited customers or pooled investment vehicles to execute private placements in the secondary market. The Company will receive placement fees on these transactions and believes that its trade execution performance obligation is completed upon the placement and consummation of a transaction and, as such, revenue is earned on the transaction date with no further obligation to the customer at that time. The Company acts as a principal and recognizes the placement fee revenue earned for the execution of a trade on a gross basis. Custodial Administration Fees — The Company generates revenues primarily by performing custodial account administration and maintenance services for its customers. Specifically, the Company charges administration fees for its services in maintaining custodial accounts, including asset-based fees, which are determined by the number and types of assets in these accounts. Additionally, the Company earns fees for opening and terminating accounts, and facilitating transactions, which are assessed at the point of transaction. Account and asset fees are assessed on the first day of the calendar quarter. Cash administration fees are based on cash balances within the custodial accounts and are assessed on the last day of the month. Revenues from custodial administration fees are recognized either over time as underlying performance obligations are met and day-to-day maintenance activities are performed for custodial accounts, or at a point in time upon completion of transactions requested by custodial account holders. Contract Balances Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. The Company does not have any contract assets as of December 31, 2021 and 2020. Contract liabilities consist of deferred revenue, which relates to amounts invoiced in advance of performance under a revenue contract. The total contract liabilities of $357 and $161 as of December 31, 2021 and 2020, respectively, related to advance billings for placement fees and custodial administration fees, recorded in accrued expenses and other current liabilities on the consolidated balance sheets. Practical Expedients In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, the contracts do not contain a significant financing component. The Company has applied the practical expedient in ASC 606 and excludes information about a) remaining performance obligations that have an original expected duration of one year or less and b) transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. The Company has also applied the practical expedient in accordance with ASC 340-40, Other Assets and Deferred Costs to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Transaction-Based Expenses Transaction-based expenses represent the fees incurred to support placement and custodial activities. These include expenses for fund insurance, fund management and fund settlement expenses that relates to services provided to the Funds, and external broker fees and transfer fees related to placement and custodial services provided to other brokerage and custodial customers to facilitate transactions. Share-Based Compensation Expense The Company recognizes share-based compensation expense for all share-based awards made to employees, directors and non-employees based on the grant date fair value of the awards. The fair value of an award is estimated on the date of grant using the Black-Scholes option pricing model. The fair value of an award is recognized as an expense over the requisite service period on a straight-line basis. Forfeitures are accounted for as they occur. The determination of the grant date fair value of share-based awards is affected by the estimated fair value of the Company’s common stock as well as other highly subjective assumptions, including, but not limited to, the expected term of the share-based awards, expected equity volatility, risk-free interest rates, and expected dividends, which are estimated as follows: Fair Value of Common Stock — As the Company’s common stock is not publicly traded, the fair value of the common stock was determined by the Company’s board of directors, after considering contemporaneous third-party valuations and input from management. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . In the absence of a public trading market, the Company’s board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock as of the date of each option grant, including the following factors: ● the Company’s capital resources and financial condition; ● the prices paid for common or convertible preferred stock sold to third-party investors by the Company and prices paid in secondary transactions in arm’s length transactions; ● the preferences held by the Company’s preferred stock classes relative to those of the Company’s common stock; ● the likelihood and timing of achieving a liquidity event, such as an initial public offering, given prevailing market conditions; ● the Company’s historical operating and financial performance as well as management’s estimates of future financial performance; ● valuations of comparable companies; ● the relative lack of marketability of the Company’s common stock; ● SPAC equity market conditions affecting the trading price of comparable public companies; ● industry information such as market growth and volume and macro-economic events; and ● additional objective and subjective factors relating to the business. Expected term — The expected term represents the period that options are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the midpoint of the time-to-vesting and the contractual life of the options. Expected volatility — As a public market for the Company’s common stock does not exist, there is no trading history of the common stock. The Company estimated the expected volatility based on the implied volatility of similar publicly-held entities, referred to as “guideline companies,” over a look-back period equivalent to the expected term of the awards. In evaluating the similarity of guideline companies, the Company considered factors such as industry, stage of life cycle, size, and financial leverage. Risk-free interest rate — The risk-free interest rate used to value share-based awards is based on the U.S. Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. Estimated d |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 2. Acquisitions SharesPost On November 9, 2020, the Company completed the acquisition of the broker-dealer business of SharesPost, Inc. (“SharesPost”). Upon closing of the transaction, SharesPost and several of its subsidiaries, became wholly-owned subsidiaries of the Company. The acquisition is intended to allow the combined organization to provide investors an integrated investing experience. The merger consideration comprised cash, 9,015,140 shares of the Company’s Class AA common stock, 2,313,623 shares of Junior convertible preferred stock, and 1,000,000 shares Junior convertible preferred stock warrants that can be converted into shares of Junior convertible preferred stock (Note 11). In May 2020, six months prior to the merger, the Company entered into a secured promissory note agreement with SharesPost for an aggregated amount of $3,000 . The secured promissory note was forgiven post-merger and included in purchase consideration. The following table presents the components of the purchase consideration to acquire SharesPost: Amount Cash $ 20,340 Secured promissory note 3,000 Fair value of Junior convertible preferred stock issued 20,383 Fair value of Class AA common stock issued 44,817 Fair value of warrants issued 1,285 Total $ 89,825 The Company recognized $3,289 of acquisition-related transaction costs in the Company’s consolidated statements of operations and comprehensive loss during the year ended December 31, 2020 related to the SharesPost acquisition. The following table presents the allocation of the purchase price for SharesPost as of the acquisition date: Amount Cash $ 6,443 Accounts receivable, net 1,014 Prepaid expenses and other current assets 1,073 Property and equipment, net 590 Operating lease right-of-use assets 4,575 Identified intangible assets 13,090 Goodwill 77,126 Accounts payable (1,275) Accrued expenses and other current liabilities (5,127) Operating lease liabilities (7,684) Total $ 89,825 Goodwill is primarily attributable to expected post-acquisition synergies from integrating SharesPost’s broker-dealer business and incremental revenue opportunities from SharesPost’s existing programs. The goodwill recorded is not deductible for income tax purposes. The following table presents details of the identified intangible assets acquired: Amount Estimated Useful Life Developed technology $ 10,500 4 years In-process research and development asset 960 Indefinite Trade name 320 1 year Customer relationships 1,310 4 years Total $ 13,090 SharesPost’s results of operations have been included in the Company’s consolidated statements of operations and comprehensive loss from the November 9, 2020 acquisition date. The following pro forma financial information gives effect to the acquisition of SharesPost on January 1, 2020, including pro forma adjustments related to the valuation and allocation of the purchase price, primarily amortization of acquired intangible assets, incremental interest expense on debt financing obtained in connection with the acquisition, reversal of interest expense on convertible notes repaid in full by Forge in connection with the acquisition, additional share-based compensation expense related to accelerated vesting of options, and direct transaction costs reflected in the historical financial statements. The table below is presented for informational purposes only and are not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2020. These should not be taken as representative of future results of operations of the combined company: Years Ended December 31, 2020 (Unaudited) Pro forma revenue $ 75,981 Pro forma net loss $ (13,483) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements Financial instruments consist of cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities. Cash equivalents, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities are stated at fair value on a recurring basis. Restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The Company does not have short-term investments as of December 31, 2021 and 2020. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 24,240 $ — $ — $ 24,240 Payment-dependent notes receivable, current 1,153 — — 1,153 Payment-dependent notes receivable, noncurrent — — 13,453 13,453 Total financial assets $ 25,393 $ — $ 13,453 $ 38,846 Payment-dependent notes payable, current 1,153 — — 1,153 Payment-dependent notes payable, noncurrent — — 13,453 13,453 Warrant liabilities — — 7,844 7,844 Total financial liabilities $ 1,153 $ — $ 21,297 $ 22,450 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 6,050 $ — $ — $ 6,050 Payment-dependent notes receivable, current 1,165 — 38,124 39,289 Payment-dependent notes receivable, noncurrent — — 13,735 13,735 Total financial assets $ 7,215 $ — $ 51,859 $ 59,074 Payment-dependent notes payable, current 1,165 — 38,124 39,289 Payment-dependent notes payable, noncurrent — — 13,735 13,735 Warrant liabilities — — 1,780 1,780 Total financial liabilities $ 1,165 $ — $ 53,639 $ 54,804 The Company classifies money market funds and certain payment-dependent notes receivable and payment-dependent notes payable within Level 1 of the fair value hierarchy because the Company values these investments using quoted market prices. The Company classifies certain payment-dependent notes receivable and payment-dependent notes payable within Level 3 of the fair value hierarchy if the underlying securities are equity of private companies whose regular financial and nonfinancial information is generally not available other than when it is publicly disclosed, or significant unobservable inputs are used to estimate fair value. The following tables summarize the quantitative inputs and assumptions used for the Company’s payment-dependent notes receivable and payment-dependent notes payable classified as Level 3 of the fair value hierarchy: As of December 31, 2021 Significant Fair Valuation Unobservable Level 3 Measurements Value Technique(s) Input(s) Range Financial assets Payment-dependent notes receivable $ 13,453 Transaction prices N/A (1) N/A Financial liabilities Payment-dependent notes payable $ 13,453 Transaction prices N/A (1) N/A As of December 31, 2020 Significant Fair Valuation Unobservable Level 3 Measurements Value Technique(s) Input(s) Range Financial assets Payment-dependent notes receivable $ 13,735 Transaction prices N/A (1) N/A $ 38,124 Discounted transaction prices (2) Discount for lack of marketability 5 % Financial liabilities Payment-dependent notes payable $ 13,735 Transaction prices N/A (1) N/A $ 38,124 Discounted transaction prices (2) Discount for lack of marketability 5 % (1) The Company considers completed transactions made through the Company’s platform for the relevant private securities as relevant data inputs. (2) The Company uses publicly traded share prices at the close of the valuation date as the primary factor in the fair value analysis and applies a discount to the share prices to reflect lack of marketability. The Company used a hybrid method that incorporates the Black-Scholes option-pricing model and an adjusted backsolve model to estimate the fair value of the warrant liabilities. This approach is a scenario- based analysis that considers many assumptions, including the likelihood of potential liquidity events, the nature and timing of such potential events, actions taken with regard to the warrants at expiration, as well as discounts for lack of marketability of the underlying securities and warrants. The Company estimated the fair value of the warrants liability as of December 31, 2021 and 2020, respectively, using the following key assumptions: As of December 31, 2021 2020 Fair value of underlying securities $30.8 $12.4 Discounts for lack of marketability 0.0% 29.0% – 34.0% Expected term (years) 3.4 – 8.8 4.4 – 9.8 Expected volatility 40.4% – 44.3% 39.9% – 41.8% Risk-free interest rate 1.0% – 1.5% 0.3% – 0.9% Expected dividend yield 0.0% 0.0% Fair value per warrant $5.0 – $22.0 $1.5 – $1.9 The Company transfers financial instruments out of Level 3 on the date when underlying input parameters are readily observable from existing market quotes. Transfers from Level 3 to Level 1 generally relate to an investee company going public and listing on a national securities exchange. During the years ended December 31, 2021 and 2020, there were transfers of securities segregated for customers from Level 3 to Level 1, as one private company was acquired by a public company and became publicly-traded under the acquiror, and the Company was able to obtain independent market-quoted prices for the acquiror company. The following table provides reconciliation for all financial assets measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,892 Change in fair value of short-term investments 11 Distribution of short-term investments (136) Change in fair value of payment-dependent notes receivable. 27,319 Payment-dependent notes receivable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes receivable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes receivable 29,364 Payment-dependent notes receivable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes receivable (5,133) Balance as of December 31, 2021 $ 13,453 The following table provides reconciliation for payment-dependent notes payable measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,767 Change in fair value of payment-dependent notes payable 27,319 Payment-dependent notes payable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes payable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes payable 29,364 Payment-dependent notes payable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes payable (5,133) Balance as of December 31, 2021 $ 13,453 The following table provides reconciliation for warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ — Fair value of warrant at issuance 1,488 Change in fair value of warrant liabilities 292 Balance as of December 31, 2020 $ 1,780 Change in fair value of warrant liabilities 6,064 Balance as of December 31, 2021 $ 7,844 |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Balance Sheet Components | |
Consolidated Balance Sheet Components | 4. Consolidated Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of December 31, 2021 2020 Prepaid expenses $ 3,162 $ 2,707 Loans receivable from equity method investment, current — 62 Other current assets 1,986 1,377 Prepaid expenses and other current assets $ 5,148 $ 4,146 Property and Equipment, Net Property and equipment, net consisted of the following: As of December 31, 2021 2020 Computer equipment $ 336 $ 336 Furniture and fixtures 621 621 Leasehold improvements 320 320 Total property and equipment $ 1,277 $ 1,277 Less: Accumulated depreciation (780) (380) Property and equipment, net $ 497 $ 897 For the years ended December 31, 2021 and December 31, 2020, the Company recorded depreciation expense related to property and equipment amounting to $400 and $198 , respectively. Internal - Use Software, Net Capitalized internal-use software consists of the following: As of December 31, 2021 2020 Capitalized internal-use software $ 2,860 $ 1,592 Less: Accumulated amortization (169) (17) Total capitalized internal-use software $ 2,691 $ 1,575 For the years ended December 31, 2021 and December 31, 2020, the Company recorded amortization expense on capitalized internal-use software placed in service amounting to $152 and $17 , respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2021 2020 Accrued professional services $ 1,798 $ 656 Accrued payments related to acquisitions and financing 1,134 3,565 Accrued taxes and deferred tax liabilities 1,421 283 Early exercise liability 786 36 Other current liabilities 3,204 2,748 Total $ 8,343 $ 7,288 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets, Net | |
Goodwill and Intangible Assets, Net | 5. Goodwill and Intangible Assets, Net During the year of 2021, the Company purchased a domain name for $ 2,202 . The purchase of the domain name created an intangible asset with an indefinite life that is not being amortized for book purposes. There were no changes in the recorded balance of goodwill during the year ended December 31, 2021. In- process research and development assets were acquired in business combinations, and launched in September 2021. The Company started to amortize the assets in September 2021using the straight-line method over the estimated useful lives determined as 5 years . The components of intangible assets and accumulated amortization are as follows: The components of intangible assets and accumulated amortization are as follows: As of December 31, 2021 Weight Average Gross Net Remaining Carrying Accumulated Carrying Amortization Period Amount Amortization Amount Finite-lived intangible assets: Developed technology 3.0 years $ 13,200 $ (5,250) $ 7,950 Customer relationships 7.0 years 7,410 (1,696) 5,714 Trade name 0.0 years 320 (320) — Launched IPR&D assets. 5.0 years 960 — 960 Total finite-lived intangible assets 21,890 (7,266) 14,624 Indefinite-lived intangible assets: Trade name – website domain (forge.com) Indefinite 2,202 — 2,202 Total infinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (7,266) $ 16,826 As of December 31, 2020 Weight Average Gross Net Remaining Carrying Accumulated Carrying Amortization Period Amount Amortization Amount Finite-lived intangible assets: Developed technology 3.6 years $ 13,200 $ (1,673) $ 11,527 Customer relationships 7.9 years 7,410 (759) 6,651 Trade name 0.9 years 320 (46) 274 Total finite-lived intangible assets 20,930 (2,478) 18,452 Indefinite-lived intangible assets: In-process research and development asset Indefinite 960 — 960 Total infinite-lived intangible assets 960 — 960 Total finite-lived intangible assets $ 21,890 $ (2,478) $ 19,412 Amortization expense related to finite-lived intangible assets for the years ended December 31, 2021 and 2020 was $4,788 and $2,191 , respectively, and was included in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss. The table below presents estimated future amortization expense for definite-lived intangible assets as of December 31, 2021: Amount 2022 $ 3,915 2023 3,915 2024 3,462 2025 802 2026 802 Thereafter 1,728 Total $ 14,624 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 6. Debt 2019 Convertible Notes In October 2019, the Company issued convertible notes to investors, which matured in January 2021. At maturity, the note holders had the option to convert the outstanding principal and unpaid accrued interest into shares of the Company’s Series B-1 convertible preferred stock at a conversion price of $12.4168 . As of December 31, 2020, the Company had $2,500 outstanding under the 2019 Convertible Notes. In January 2021, one investor converted its convertible note amount of $111 into 8,949 shares of Series B-1 convertible preferred stock; the remaining outstanding convertible notes were fully repaid. 2020 Convertible Notes In May 2020, the Company entered into a Note and Warrant Purchase Agreement with investors (“2020 Convertible Notes”). A portion of $8,960 of the notes were converted to Series B-1 convertible preferred stock in November 2020, and the remaining $1,750 principal outstanding as of December 31, 2020 was fully repaid in May 2021. 2020 Loan and Security Agreement In October 2020, the Company entered into a Loan and Security Agreement (“2020 Loan and Security Agreement,” or “2020 Term Loan”) with another lending institution that provided for a term loan in the amount of $15,000 . As of December 31, 2020, the Company had $15,000 outstanding under the term loan. The Company fully repaid the term loan in April 2021. The Company did not have any outstanding debt as of December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 7. Leases The Company leases real estate for office space under operating leases. In June 2021, The Company entered into a sublease agreement related to one of the Company’s leases and the Company recorded rent expense on a straight-line basis for the lease, net of sublease income, in rent and occupancy in the consolidated statements of operations and comprehensive loss. In December 2021, the Company commenced on a new lease for additional office space and recorded rent expense on a straight-line basis. As of December 31, 2021, the remaining lease terms varied from 1.0 years to 3.6 years. For certain leases the Company has an option to extend the lease term for a period of 5 years . This renewal option is not considered in the remaining lease term unless it is reasonably certain that the Company will exercise such options. Operating lease expense, included in rent and occupancy on the consolidated statements of operations and comprehensive loss, for the years ended December 31, 2021 and 2020 was $3,337 and $2,215 , respectively. Operating lease expenses exclude short-term lease costs and variable lease costs, each of which was immaterial for the years ended December 31, 2021 and 2020. Lease expenses for the years ended December 31, 2021 and 2020 include an offset for sublease income of $175 and 0 , respectively, and included in rent and occupancy in the consolidated statements of operations and comprehensive loss. The table below presents additional information related to the Company’s operating leases: As of December 31, 2021 2020 Operating lease right-of-use assets $ 7,881 $ 8,983 Operating lease liabilities, current $ 5,367 $ 3,536 Operating lease liabilities, noncurrent $ 5,159 $ 8,824 Weighted-average remaining lease term (in years) 2.0 3.4 Weighted-average discount rate 4.9 % 5.0 % Future undiscounted lease payments under operating leases as of December 31, 2021 were as follows: Lease Payment Sublease Net Lease Obligation Income Obligation 2022 5,762 (349) 5,413 2023 4,030 (349) 3,681 2024 936 (349) 587 2025 393 (204) 189 2026 — — — Total undiscounted lease payments $ 11,121 $ (1,251) $ 9,870 Less: Imputed interest 595 Present value of future lease payments $ 10,526 Less: operating lease liabilities, current 5,367 Operating lease liabilities, noncurrent $ 5,159 As of December 31, 2021, the Company did not have any additional significant lease contracts that had not yet commenced. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies The Company is subject to claims and lawsuits in the ordinary course of business, including arbitration, class actions and other litigation, some of which include claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies. The Company reviews its lawsuits, regulatory inquiries and other legal proceedings on an ongoing basis and provide disclosures and record loss contingencies in accordance with the loss contingencies accounting guidance. The Company establishes an accrual for losses at management’s best estimate when the Company assesses that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If no amount within the range is considered a better estimate than any other amount, an accrual for losses is recorded based on the bottom amount of the range. Accrual for loss contingencies are recorded in accounts payable and accrued expenses and other current liabilities on the consolidated balance sheets and expensed in general and administrative expenses in our consolidated statements of operations and comprehensive loss. The Company monitors these matters for developments that would affect the likelihood of a loss and the accrued amount, if any, and adjusts the amount as appropriate. Legal Proceeding On January 7, 2022, the Shareholder Representative of SharesPost (the “ Plaintiff Agreement 401(k) Plan The Company has established a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code for all of its U.S. employees, including executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service. The Company matches 2% of every dollar contributed to the plan by employees, including executive officers, up to a maximum of $5.8 . During the years ended December 31, 2021 and 2020, the Company contributed $456 and $67 , respectively, to the defined contribution plan, respectively. Non-Cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties mainly for liability insurance and software products and services. As of December 31, 2021, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows: Amount 2022 $ 1,451 2023 1,202 2024 1,414 2025 1,676 2026 1,976 Total $ 7,719 |
Off Balance Sheet Items
Off Balance Sheet Items | 12 Months Ended |
Dec. 31, 2021 | |
Off Balance Sheet Items | |
Off Balance Sheet Items | 9. Off Balance Sheet Items The Company organizes a series of investment funds, each of which is represented by a limited liability company (“LLC”) within Forge Investments LLC and by portfolio companies within Forge Investments SPC and Forge Investments II SPC. The funds were formed for the purpose of investing in securities relating to a single private company. Each series of funds consists of a separate and distinct portfolio of investments owned by different investors. The Company utilizes third-party fund administrators to manage the funds and has no ownership interest nor participation in the gains or losses of the entities represented by the funds. The Company paid for the expenses incurred by these entities, including fund insurance expenses of $274 and $1,121 , and fund management expenses of $371 and $264 for the years ended December 31, 2021 and 2020, respectively, included in transaction-based expenses on consolidated statements of operations and comprehensive loss. Also, the Company paid fund audit fees of $797 and $435 during the years ended December 31, 2021 and 2020, respectively, included in professional services on consolidated statements of operations and comprehensive loss. The Company did not consolidate Forge Investments LLC and Forge Investment SPC, or the investment funds, because the Company has no direct or indirect interest in Forge Investments LLC and Forge Investment SPC, or the investment funds, and the expenses that the Company pays on behalf of Forge Investments LLC and Forge Investment SPC, or the investment funds, are not significant to those entities. The Company believes its maximum exposure to loss resulting from its involvement with those entities is limited to the payment of future insurance expenses, management expenses and audit fees. |
Capitalization
Capitalization | 12 Months Ended |
Dec. 31, 2021 | |
Capitalization | |
Capitalization | 10. Capitalization Convertible Preferred Stock In 2020, the Company issued an additional 3,562,869 shares of Series B-1 convertible preferred stock at a purchase price of $ 12.4168 per share, for an aggregate purchase price of $ 44,239 . Issuance costs were $ 2,713 . In November 2020, certain holders of the 2019 and 2020 convertible notes exercised their option and converted the notes into 1,143,624 shares of the Company’s Series B-1 Preferred stock at a conversion price of $ 8.69176 per share, which was equal to 70 % of the original issuance price of the Series B-1 convertible preferred stock. In November 2020, in connection with SharesPost acquisition, the Company issued 2,313,623 shares of Junior convertible preferred stock at a fair value of $ 12.4168 per share. In January 2021, the Company issued 8,949 shares of Series B-1 convertible preferred stock upon the conversion of 2020 convertible notes (Note 6). Principal plus accrued interest on the convertible notes of $111 were converted to convertible preferred stock at a price of $12.4168 per share. In April 2021, the Company issued 4,072,904 shares of Series B-1 convertible preferred stock at a purchase price of $12.4168 per share, for an aggregate purchase price of $50,573. Issuance costs were $2,838. In April 2021, the Company amended and restated its certificate of incorporation to authorize 805,360 shares of Series B-2 convertible preferred stock. The Series B-2 convertible preferred stock has the same dividend, liquidation, and conversion rights as the Company’s Series B-1 convertible preferred stock. Holders of the Company’s Series B-2 convertible preferred stock are not entitled to voting rights. The Company issued 132,127 shares of Series B-2 convertible preferred stock at a purchase price of $12.4168 per share, for an aggregate purchase price of $1,640. Issuance costs were immaterial. In April 2021, the Company amended and restated its certificate of incorporation to, redefine the mandatory conversion triggering event of convertible preferred stock to include qualified initial public offering, or qualified special purpose acquisition company (“SPAC”) transaction. As of December 31, 2021, the trigger event of convertible preferred stock had not occurred and therefore, there is no impact to these consolidated financial statements. The following table summarizes the original issuance price per share and authorized and outstanding number of shares of convertible preferred stock as of the dates indicated: As of December 31, 2021 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 15,949,487 13,491,651 150,553 167,523 Series B-2 $ 12.4168 805,360 132,127 1,640 1,640 Junior $ 12.4168 3,313,623 2,313,623 20,383 28,728 Total 27,799,267 23,668,198 $ 246,056 $ 271,845 As of December 31, 2020 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 10,435,129 5,672,925 62,985 70,440 Junior $ 12.4168 4,354,089 2,313,623 20,383 28,728 Total 22,520,015 15,717,345 $ 156,848 $ 173,122 Redemption Rights The holders of convertible preferred stock have no voluntary rights to redeem shares. The convertible preferred stock has deemed liquidation provisions which require the shares to be redeemed upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, or a deemed liquidation event, defined as a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or liquidation event. Although the redeemable convertible preferred stock is not mandatorily or currently redeemable, a deemed liquidation event, defined as a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or liquidation event, could constitute a redemption event outside the Company’s control. Therefore, all shares of redeemable convertible preferred stock have been presented outside of permanent equity. The Company recorded all shares of convertible preferred stock at their respective issuance price less issuance costs on the dates of issuance. Given the Company’s performance and financial condition, the Company currently does not believe a deemed liquidation event is probable. The carrying values of the Company’s convertible preferred stock have not been accreted to their redemption values as the deemed liquidation event is not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable the preferred stock will become redeemable. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or a deemed liquidation event, defined as a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or liquidation event, Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock shall be entitled to receive a payout of $ 3.0817 , $ 10.6592 , $ 12.4168 and $ 12.4168 per share, respectively, plus any declared and unpaid dividends, prior and in preference to any distributions made to the holders of Junior convertible preferred stock and to the holders of common stock. If the assets and funds distributed among the holders of Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive. After the payment of the full liquidation preference of Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock, the holders of Junior convertible preferred stock are entitled to receive an amount equal to $12.4168 per share, plus any declared but unpaid dividends, prior and in preference to any distributions made to the holders of common stock. If the remaining assets and funds distributed among the holders of the Junior convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then all assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of Junior convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive. After the payment of the full liquidation preference of the shares of redeemable convertible preferred stock, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the common stock. Dividends Holders of Series B, Series B-1 and Series B-2 convertible preferred stock, prior and in preference to the holders of Junior convertible preferred stock, are entitled to receive cash dividends at a rate of 6.0% of their original issuance price. Dividends are payable only when, as and if declared by the Company’s board of directors. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock unless the holders of the convertible preferred stocks receive a dividend on each outstanding share of convertible preferred stock. Holders of Series AA convertible preferred stock are entitled to receive the same dividend should holders of Series B, Series B-1 or Series B-2 convertible preferred stock receive a dividend. Dividends are cumulative. No dividends have been declared to date. Conversion Each share of convertible preferred stock shall be convertible, at the option of the holder and without the payment of additional consideration by the holder, into such number of fully paid and non-assessable shares of Class AA Common Stock as is determined by dividing the original issuance price by the Series in effect at the time of conversion. Voting Rights Holders of convertible preferred stock are entitled to one vote for each share of common stock into which their shares can be converted. Holders of Series B convertible preferred stock together are entitled to appoint one member of the board of directors. Holders of Series B-1 convertible preferred stock together are entitled to appoint one member of the board of directors. Holders of the Company’s Series B-2 convertible preferred stock are not entitled to voting rights. Holders of Junior convertible preferred stock together are entitled to appoint two members of the board of directors. The holders of common stock and convertible preferred stock shall vote together as a single class on an as-if-converted basis and shall elect any remaining members of the board of directors. As of December 31, 2021, one member of the board of directors was elected by holders of Series B convertible preferred stock, four members of the board of directors were elected by holders of Series B-1 convertible preferred stock, and two members of the board of directors were elected by holders of Junior convertible preferred stock. As of December 31, 2020, one member of the board of directors was elected by holders of Series B convertible preferred stock, one member of the board of directors was elected by holders of Series B-1 convertible preferred stock, and two members of the board of directors were elected by holders of Junior convertible preferred stock. Common Stock The Company has authorized four classes of common stock: Class AA common stock, Class AA-1 common stock, Class EE-1 common stock and Class EE-2 common stock (collectively, the “common stock”). Holders of common stock are entitled to receive any dividends if and when such dividends are declared by the board of directors. Common stock is subordinated to the convertible preferred stock with respect to dividend rights and rights upon certain deemed liquidation events. Common stock is not redeemable at the option of the holder or by the Company. As of December 31, 2021 and 2020, the Company was authorized to issue up to 82,604,627 and 76,182,515 shares of its capital stock, of which 54,805,360 and 53,662,500 shares have been designated as common stock, respectively. The holders of the Class EE-1 common stock and Class AA common stock are entitled to one vote for each share and the holders of Class EE-2 common stock are entitled to (a) with respect to votes of one or more classes of common stock only, twenty votes for each share of Class EE-2 common stock and (b) with respect to Class EE-2 common stock voting together with any shares of Preferred Stock, one vote for each share of Class EE-2 common stock. Holders of common stock, voting together as a separate class, are entitled to appoint four members of the board of directors, who will be deemed common directors. As of December 31, 2021 and 2020, two members of the board of directors were elected by holders of common stock. Each share of Class AA common stock shall be convertible to one share of Class EE-1 common stock, up to a cumulative maximum of 600,000 shares of Class AA common stock, and each share of Class EE-1 common stock may be converted to one share of preferred stock upon authorization by the Company’s board of directors. In addition, each share of Class EE-1 or Class EE-2 may be converted, upon a disposition, to one share of Class AA common stock at the election of the holder. In April 2021, the Company amended and restated its certificate of incorporation to, (i) increased the number of authorized shares of all classes of stock (including preferred stock) to 82,604,627 (ii) reclassified each share of Class EE-1 common stock and Class EE-2 common stock to one share of Class AA common stock. The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: As of December 31, 2021 2020 Conversion of convertible preferred stock 27,799,267 22,520,015 Warrants to purchase convertible preferred stock 1,133,725 1,133,725 Warrants to purchase common stock 74,895 74,895 Shares available for grant under 2018 Plan 363,095 1,861,856 Stock options issued and outstanding under 2018 Plan 5,031,310 3,209,063 Total shares of common stock reserved 34,402,292 28,799,554 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 11. Warrants Warrants to Purchase Series B-1 Preferred Stock or Subsequent Round Stock In May 2020, in connection with the issuance of 2020 Convertible Notes, the note holders entered into a Note and Warrant Purchase Agreement for the options to purchase shares based on coverage of 5% of the 2020 Convertible Notes principal amounts (“May 2020 Warrants”). The note holders can purchase either (i) the Series B-1 preferred stock of the Company at Series B-1 price of $12.4168 or (ii) any subsequent round stock of Company at the subsequent round price. The warrants have a five-year contractual life and may be exercised at any time during that period. In October 2020, simultaneously with the 2020 Loan and Security Agreement, the lenders entered into a Warrant to Purchase Shares of Preferred Stock Agreement with the Company for the options to purchase a coverage amount of $1,125 of shares (“October 2020 Warrants”). The investors can purchase either the Series B-1 convertible preferred stock of the Company at Series B-1 price of $12.4168 or (ii) any subsequent round stock of Company at the subsequent round price. The warrants have a ten-year contractual life and may be exercised at any time during that period. The May 2020 Warrants and October 2020 Warrants are classified as liabilities in the consolidated balance sheets. The Company remeasures the May 2020 Warrants and October 2020 Warrants at each balance sheet date using a hybrid method (Note 3). The Company recorded changes in fair value of the May 2020 Warrants and October 2020 Warrants of $2,592 and $48 in change in fair value of warrant liabilities in the Company’s consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020, respectively. Warrants to Purchase Junior Preferred Stock In November 2020, in connection with SharesPost acquisition, the Company issued a total of 1,000,000 warrants (“Junior Preferred Warrants”) to purchase shares of the Company’s Junior Preferred Stock at an exercise price of $12.4168 per share. The Junior Preferred Warrants have a five-year contractual life and may be exercised at any time during that period. In the event of the Company’s initial public offering (“IPO’), The Junior Preferred Warrants could settle in a variable number of shares up to a fixed monetary amount of $5 million prior to the IPO. The warrants are classified as a liability in the consolidated balance sheets. The Company remeasures the warrants at each balance sheet date using a hybrid method (Note 3). The Company recorded changes in fair value of the Junior Preferred Warrants of $3,472 and $244 change in fair value of warrant liabilities in the Company’s consolidated statements of operations and comprehensive loss during the years ended December 31, 2021 and 2020, respectively. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | 12. Share-Based Compensation 2018 Equity Incentive Plan In March 2018, the Company adopted its 2018 Equity Incentive Plan, as amended from time to time, (“Amended 2018 Equity Incentive Plan” or “2018 Plan”), which provides for grants of share-based awards, including stock options and restricted stock units (“RSUs”), and other forms of share-based awards. The awards may be granted by the Company’s board of directors to employees, independent contractors, and consultants who provide services to the Company. As of December 31, 2021, and 2020, there were 8,209,568 and 6,672,721 shares of common stock authorized for issuance under the 2018 Plan, respectively, which includes shares already issued under such plan and shares reserved for issuance pursuant to outstanding stock options, and other forms of share-based compensation. The total number of shares that remained available for grant under the 2018 Plan as of December 31, 2021 and 2020 was 363,095 and 1,861,856 , respectively. Stock options Stock options generally vest over four years and expire ten years from the date of grant. Vested stock options generally expire three months after termination of employment. Stock option activity during the years ended December 31, 2021 and 2020 consisted of the following: Weighted- Aggregate Weighted average averages Intrinsic Stock Options Exercise Price Life (Years) Value Balance as of December 31, 2019 1,081,579 $ 2.31 8.9 $ 2,817 Granted 3,251,443 $ 2.60 Exercised (307,778) $ 1.56 Cancelled/Forfeited/Expired (816,181) $ 2.03 Balance as of December 31, 2020 3,209,063 $ 1.57 9.1 $ 16,094 Granted 3,457,020 $ 9.37 Exercised (1,247,236) $ 1.68 Cancelled/Forfeited/Expired (387,537) $ 2.00 Balance as of December 31, 2021 5,031,310 $ 6.85 9.2 $ 120,491 Vested and exercisable as of December 31, 2021 1,284,624 $ 2.33 8.3 $ 36,579 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2021 and 2020 were $9.05 and $2.54 per share, respectively. The intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $14,161 and $1,030 , respectively. The total grant date fair value of stock options vested during the years ended December 31, 2021 and 2020 were $4,034 and $3,701 , respectively. The Company recorded share-based compensation of $6,433 and $3,558 for the years ended December 31, 2021 and 2020, respectively, related to stock options. Future share-based compensation for unvested stock options granted and outstanding as of December 31, 2021, is $19,628 , which is to be recognized over a weighted-average period of 2.75 years. The Black-Scholes assumptions used to value the employee options at the grant dates are as follows: 2021 2020 Fair value of common stock $8.80 – $21.29 $3.41 – $6.59 Expected term (years) 5.1 – 7.0 5.0 – 6.2 Expected volatility 40.0% – 41.4% 37.0% – 41.7% Risk-free interest rate 0.7% –1.3% 0.3% – 0.8% Expected dividend yield 0.0% 0.0% Performance and Market Condition Options In May 2021, the Company’s board of directors granted the Chief Executive Officer (“CEO”) a performance and market condition-based options covering 1,000,000 shares of the Company’s Class AA common stock with an exercise price of $12.4168 per share. The awards vest only upon the satisfaction of (1) certain performance conditions, which is the occurrence of an IPO, SPAC merger, or a secondary sale for total proceeds of at least $250,000 and (2) market condition, which is holders of the Company’s Series B-1 Preferred Stock have realized (i) aggregate exit proceeds with fair market value of at least 31.0420, 46.5630, and 62.0840 per share; and (ii) an aggregate interest rate compounded annually which, when used as the discount rate to calculate the net present value, with respect to the occurrence of an IPO, SPAC merger or acquisition, that is equal to or greater than 20.0%, 30.0% and 35.0%. As of December 31, 2021, the performance and market condition is not probable of achieving and the Company has not yet recognized any compensation expense. The Company uses a Monte Carlo simulation model to determine the fair value of the options with performance and market-based vesting conditions for purposes of calculating share-based compensation expense if vesting conditions met. The Monte Carlo simulation model incorporates the probability of satisfying performance and market conditions and uses transaction details such as stock price, contractual terms, maturity and risk-free interest rates, as well as volatility. The fair value of the options with no performance or market vesting conditions is based on the market value of common stock on the date of grant. The fair value of the performance-based stock options was $7.10 per option share estimated using the Monte Carlo simulation methodology. The unrecognized compensation expense was $7,100 as of December 31, 2021. Early Exercised Options Under the Plan, certain stock option holders may have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the option holders, until the options are fully vested. As of December 31, 2021 and 2020, the cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the consolidated balance sheets were $ 785 and $ 36 as of December 31, 2021 and 2020, respectively, which will be transferred to additional paid-in capital upon vesting. The following table summarizes activity relating to early exercises of stock options: Number of Carrying Shares Value Unvested as of December 31, 2019 86,032 $ 115 Exercised 1,375 $ 2 Repurchased (42,073) $ (49) Vested (24,394) $ (32) Unvested as of December 31, 2020 20,940 $ 36 Exercised 463,816 $ 917 Repurchased (13,876) $ (23) Vested (88,841) $ (145) Unvested as of December 31, 2021 382,039 $ 785 Nonrecourse Promissory Notes to Early Exercise Stock Options In the years ended December 31, 2021 and 2020, certain employees, including certain executive officers of the company, early exercised stock options in exchange for promissory notes. These promissory notes have not been repaid as of December 31, 2021. The Company has accounted for the promissory notes as nonrecourse in their entirety since the promissory notes are not aligned with a corresponding percentage of the underlying shares. Such arrangements were accounted for as modifications to the original stock options to which they relate, as the maturity date of the promissory notes reflects the legal term of the stock option for purposes of valuing the award. Secondary Sales of Common Stock During 2021 and 2020, certain economic interest holders acquired outstanding Class AA common stock from certain founders, current or former employees, and an investor, for a purchase price greater than the Company’s Class AA common stock estimated fair value at the time of the transactions. As a result, the Company recorded share-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $ 4,311 and $ 119 during the years ended December 31, 2021 and 2020, respectively. In connection with these stock transfers, the Company waived all transfer restrictions and assigned its rights of first refusal applicable to such shares. Options Granted to Directors In July 2021, the Company’s board of directors granted options to certain members of the Company’s board of directors in connection with their services, to purchase 160,000 shares of the Company’s Class AA common stock at exercise price of $16.97. Subject to the option agreement, the options shall vest in full and become exercisable as of immediately prior to the consummation of a deemed liquidation event or SPAC transaction. The performance-based vesting condition for the options granted to certain board members remains unsatisfied as of December 31, 2021 and no share-based compensation expense was recognized as the likelihood of a deemed liquidation event or SPAC transaction was not probable. If the deemed liquidation event or SPAC transaction had occurred on December 31, 2021, the Company would have recorded $1,233 of share-based compensation expense related to the options granted to certain board members. The fair value has been estimated using the Black-Scholes pricing model with the following assumptions: Fair value of common stock $ 19.07 Expected term (years) 5.3 Expected volatility 40.0 % Risk-free interest rate. 0.7 % Expected dividend yield 0.0 % Restricted Stock Awards (“RSAs”) The Company issues RSAs to employees that generally vest over a four-year period. Any unvested shares will be forfeited upon termination of services. The fair value of RSAs is based on the value of the underlying stock less any applicable purchase price. RSA expense is amortized straight-line over the requisite service period. The following table summarizes activity related to RSA awards: Weighted- average Number of Grant Date Shares Fair Value Unvested balance as of December 31, 2019. 1,940,130 $ 1.21 Granted — $ — Vested (541,704) $ 1.69 Cancelled/Forfeited — $ — Unvested balance as of December 31, 2020. 1,398,426 $ 1.02 Granted — $ — Vested (500,000) $ 1.78 Cancelled/Forfeited — $ — Unvested balance as of December 31, 2021 898,426 $ 0.60 The Company recorded share-based compensation expense of $890 and $915 for the years ended December 31, 2021 and 2020, respectively, related to RSAs. As of December 31, 2021, the total unrecognized expense related to all RSAs was $371 , which the Company expects to recognize over a weighted-average period of 0.41 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 13. Income Taxes The components of the loss before income taxes were as follows: Year Ended December 31, 2021 2020 Domestic $ (16,496) $ (9,554) Foreign (1,617) (961) Loss before provision for income taxes $ (18,113) $ (10,515) The components of the provision for income taxes are as follows: Year Ended December 31, 2021 2020 Current expense (benefit): Federal $ — $ (818) State 50 15 Foreign — — Total current expense (benefit) $ 50 $ (803) Deferred expense (benefit): Federal $ 264 $ — State 72 — Foreign — — Total deferred expense (benefit) $ 336 $ — Total provision for (benefit from) income taxes $ 386 $ (803) A reconciliation between the Company’s effective tax rate and the applicable U.S. federal statutory income tax rate is summarized as follows: Year Ended December 31, 2021 2020 Tax provision (benefit) at U.S. statutory rate (3,804) 21.0 % (2,209) 21.0 % State income taxes (409) 2.3 % (127) 1.2 % Foreign taxes in excess of the U.S. statutory rate 74 (0.4) % 202 (1.9) % Change of valuation allowance 2,397 (13.2) % 525 (5.0) % Change in fair value of warrant liabilities. 1,275 (7.1) % — — Share-based compensation 1,548 (8.6) % 779 (7.4) % Attribute carryback — — (203) 1.9 % Tax credits (862) 4.8 % — — Other 167 (0.9) % 230 (2.2) % Tax expense (benefit) 386 (2.1) % (803) 7.6 % Significant components of the Company’s net deferred tax assets are as follows: As of December 31, 2021 2020 Deferred tax assets Accrued compensation $ 3,074 $ 1,772 Operating lease liability 2,829 3,173 Share-based compensation 804 317 Net operating loss carryforwards 11,187 11,040 Allowance for bad debt 413 395 Interest expense limitation 19 375 Tax credits 862 — Other 62 145 Total deferred tax assets. $ 19,250 $ 17,217 Deferred tax liabilities Depreciation and amortization $ (3,089) $ (2,718) Operating lease assets (2,148) (2,306) Total deferred tax assets (liabilities) $ 14,013 $ 12,193 Valuation allowance (14,436) (12,278) Net deferred tax assets (liabilities) $ (423) $ (85) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management believes it is more likely than not that the deferred tax assets will not be realized; accordingly, a valuation allowance has been established on U.S. and foreign net deferred tax assets. The Company has a net deferred tax liability as of December 31, 2021 due to indefinite- lived assets that are not amortizable for US GAAP purposes. The valuation allowance increased $2,157 and $10,123 as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has net operating loss carryforwards for federal income tax purposes of $34,877 available to reduce future income subject to income taxes, of which $11,130 will begin to expire, if not utilized, in fiscal 2037. The remaining amount of federal net operating loss carryforwards will be carried forward indefinitely. In addition, the Company has $30,679 and $13,627 of net operating loss carryforwards available to reduce future taxable income subject to California state income taxes and all other applicable state jurisdictions, respectively. The California net operating loss carryforwards will begin to expire, if not utilized, in fiscal year 2036. The other states’ net operating loss carryforwards will begin to expire, if not utilized, in fiscal year 2037. The foreign net operating loss carryforwards of $505 do not expire. Changes in our unrecognized tax benefits are summarized as follows: As of December 31, 2021 2020 Beginning Balance $ 43 $ 34 Additions for current year items 115 9 Additions for prior year items 269 — Reductions for prior year items — — Lapse of statute of limitations — — Ending Balance $ 427 $ 43 The Company accounts for interest and penalties related to unrecognized tax benefits as part of its provision for (benefit from) income taxes on the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2021 and 2020, interest and penalties were immaterial. The Company does not expect any significant change in its unrecognized tax benefits during the next twelve months that would be material to the consolidated financial statements. All of the unrecognized tax benefits would impact the effective tax rate. The Company files income tax returns for U.S. federal income tax, several U.S. states, and other foreign jurisdictions. The Company’s most significant tax jurisdiction is the United States. The Company’s tax years for 2009 and forward are subject to examination by the federal and state tax authorities. The Company’s tax years for 2011 and forward are subject to examination by the foreign tax authorities. The Company is not currently under examination for income tax in any jurisdiction. The Company is currently not subject to any income tax audits by federal or state taxing authorities. The statute of limitations for tax liabilities for all years remains open. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Net Loss per Share | 14. Net Loss per Share The holders of Class AA, Class EE-1 and Class EE-2 common stock are entitled to the same right to participate in the Company’s gains or losses. Therefore, net loss per share is presented as a single class of common stock. The computation of net loss per share is as follows: Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders, basic and diluted $ (18,499) $ (9,712) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic and diluted. 17,386,008 11,946,614 Net loss per share attributable to common stockholders, basic and diluted $ (1.06) $ (0.81) The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: Year Ended December 31 2021 2020 Convertible notes — 1,714,765 Convertible preferred stock 23,668,198 15,717,345 Outstanding stock options 5,031,310 3,209,063 Warrants to purchase common stock 74,895 74,895 Warrants to purchase convertible preferred stock 1,133,725 1,133,725 Common stock subject to repurchase 3,650,675 3,084,252 Total 33,558,803 24,934,045 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions The Company entered into client engagement agreements with certain companies to serve as exclusive transaction agent to help facilitate private purchases of shares of issuers. These companies are identified as related parties who are holders of either the Company's common stock or redeemable convertible preferred stock. The Company recognized $1,186 in placement fee revenue in the consolidated statements of operations and comprehensive loss for trade executed with these companies for the year ended December 31, 2021. The associated revenue recognized for the year ended December 31, 2020 is immaterial. The Company obtains insurance coverage from Munich Re, a shareholder of the Company, to indemnify Forge Investments for its contractual obligations to funds investors if shareholders fail to transfer ownership interests upon certain trigger events. During the years ended December 31, 2021 and 2020, the Company incurred $274 and $1,121 in insurance premiums, respectively, and are included in transaction-based expenses in the consolidated statements of operations and comprehensive loss. Financial Technology Partners LP (“Financial Technology Partners”), a shareholder of the Company, serves as financial and strategic advisor which advised the Company on its financing, merger and acquisition transactions. During the years ended December 31, 2021 and 2020, the Company incurred $4,930 and $3,466 in fees to Financial Technology Partners, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets. The Company leases one of its office spaces from the former owner of IRA Services. The former owner became a shareholder of the Company upon the acquisition of IRA Services which subsequently renamed as Forge Trust. IRA Services was a non-depository trust company authorized to act as a custodian of self-directed individual retirement accounts. The Company incurred $377 in rent to this shareholder during the years ended December 31, 2021 and 2020, respectively, and are included in rent and occupancy in the consolidated statements of operations and comprehensive loss. In October 2019, the Company issued convertible notes to investors, of which $2,400 was received from certain members of the Company’s board of directors and two key employees. As of December 31, 2020, the Company had $2,400 related party balance on the convertible notes outstanding under the 2019 Convertible Notes. The notes were fully repaid in January 2021 (Note 6). In October 2020, the Company issued 285,903 shares of Class AA common stock in exchange for a note receivable of $457 with certain related party for early exercise of options. The notes have a term of 7.0 years and bear interest at a rate of 0.38% per annum, compounded annually. In January and March 2021, the Company issued 391,042 shares of Class AA common stock in exchange for a note receivable of $626 with certain related party for early exercise of options. The notes have a term of 7.0 years to 9.0 years, and bear interest at a rate from 0.52% to 0.62% per annum, compounded annually. These loans have not been paid as of December 31, 2021. The Company did not recognize the promissory notes as notes receivables on its consolidated balance sheets as the notes are nonrecourse in their entirety and are not aligned with a corresponding percentage of the underlying shares. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events The Company has performed an evaluation of the impact of subsequent events through March 21, 2022, the date the consolidated financial statements were available to be issued and identified the following subsequent events. Merger Agreement On September 13, 2021, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”) among Motive Capital Corp., a blank check company incorporated as a Cayman Islands exempted company in 2020 (“MOTV”), and FGI Merger Sub Inc. (the “Merger Sub”) (the “Merger”). In connection with the Merger, MOTV changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the Domestication) and changed its name to Forge Global Holdings, Inc. (“New Forge”). On the Closing Date, Merger Sub merged with and into the Company, with the Company being the surviving corporation and a wholly owned subsidiary of MOTV (together with the Merger and the Domestication, the “Business Combination”). The closing of the Merger is referred to herein as the “Closing”. The Closing occurred on March 21, 2022 (the “Closing Date”). The transaction is expected to be accounted for as a reverse recapitalization. Gross proceeds of $215.6 million were received at the Closing. PIPE Investment and A&R FPA Concurrently with the execution of the Merger Agreement, MOTV entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and MOTV has agreed to issue and sell to the PIPE Investors, an aggregate of 6,800,000 shares of Domestication Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $68,000,000 (the “PIPE Financing”). Pursuant the A&R FPA, certain MOTV fund vehicles managed by an affiliate of MOTV purchased 14,000,000 units at $10.00 per unit, for an aggregate purchase price of $140.0 million in a private placement that closed substantially concurrently with the closing of the Business Combination (“the Closing”). Each unit consists of one share of Domestication Common Stock and one-third of one Domestication Public Warrant. Transaction Bonus On March 21, 2022, as defined in the amended employment agreements between certain executives and the Company, these executives received a bonus of $15.8 million upon the Closing of the Merger, subject to their continued employment through the date of payment (the “Transaction Bonus”). In March, 2022, the Company entered into a loan offset agreement with certain executives (the “Loan Offset Agreement”) as a result of outstanding promissory notes that were due from these executives as of December 31, 2021, as disclosed in Note 12. As a result of the Loan Offset Agreement, the Company has agreed to offset the after-tax value of the Transaction Bonus that the executives are entitled to receive against the entire outstanding balance of the nonrecourse promissory notes, including any unpaid interest, as of one day immediately prior to the closing of the Merger. The total amount of outstanding promissory notes that are to be offset against the Transaction Bonus is $5.5 million. Retention Equity Grant On March 21, 2022, pursuant to agreements entered into with certain executives, and subject to the effectiveness of New Forge’s registration statement and executive’s continued employment through the applicable grant date, certain executives will be eligible to receive an equity bonus in the form of restricted stock units (each, a “Retention Equity Grant”) having the total value of at least 15.8 million. Such Retention Equity Grant will vest annually, subject to the executive’s employment through the applicable vesting dates. With respect to the grants made to certain executives, the Retention Equity Grant will become eligible to vest after the expiration of the six -month period following the closing of the Business Combination (the “Lock-Up Period”). Purchase Commitments In the first quarter of fiscal 2022, the Company entered into non-cancelable purchase commitments with various parties mainly for software products and services. The purchase commitments are anticipated to commence in the first quarter of 2022. The total purchase obligations over the terms of 12 months or longer are approximately $915 in 2022 and $54 thereafter. 2022 Equity Incentive Plan In March, 2022, MOTV’s board of directors and stockholders approved the 2022 Equity Incentive Plan (the “2022 Plan”). No grants will be made under the 2022 Plan prior to its effectiveness. Once the 2022 Plan becomes effective, no further grants will be made under the 2018 Plan. 12,899,504 shares of common stock of New Forge will be reserved for the issuance of awards under the 2022 Plan. In addition, the number of shares of common stock reserved and available for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2032, in an amount equal to (1) 3% of the outstanding number of shares of common stock of New Forge on the preceding December 31, or (2) a lesser number of shares as approved by the Board of Directors. 2022 Employee Stock Purchase Plan In March, 2022, MOTV’s board of directors and stockholders approved the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP will authorize the issuance of 4,072,000 shares of common stock of New Forge under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each year, beginning on January 1, 2022, by the lesser of (i) 4,072,000 shares of common stock of New Forge, (ii) 1% of the outstanding number of shares of common stock of New Forge on the immediately preceding December 31, the New Forge board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). D&O Insurance Effective March 21, 2022, the Company entered into a D&O insurance policy with an annual premium totaling $5.6 million. The insurance may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances. |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Valuation And Qualifying Accounts | |
Valuation And Qualifying Accounts | Schedule II The tables below detail the activity of the allowance for doubtful accounts and valuation allowance on deferred tax assets for the years ended December 31, 2020 and 2021: Balance at beginning of Charged to Charges utilized/ Balance at period expenses Write-offs end of period Allowance for doubtful accounts: Year ended December 31, 2020 $ 1,114 $ 424 — $ 1,538 Year ended December 31, 2021 $ 1,538 — $ 21 $ 1,517 Balance at Addition Charged beginning of from (credited) to Balance at period acquisition expenses end of period Valuation allowance on deferred tax assets: Year ended December 31, 2020 $ (2,156) $ (9,401) $ (721) $ (12,278) Year ended December 31, 2021 $ (12,278) — $ (2,158) $ (14,436) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business | Description of Business Forge Global, Inc. (collectively with its subsidiaries, “Forge,” “the Company,” or “its”) is a financial services platform. Founded in 2014, to serve the unique needs of the private market, the Company was incorporated in the state of Delaware and is headquartered in San Francisco, California. Since its founding, Forge has built a trusted marketplace that makes purchases and sales of equity in private companies simple, transparent, and highly efficient to scale. The Company has strategically invested in technology to provide individual and institutional participants an efficient and liquid market, access to a large number of private company investment opportunities and the information and transparency they need to make well informed investment decisions. By digitizing a historically analog, complex and opaque process, Forge’s platform delivers opportunities to trade in private company stocks. Today, Forge is a leading provider of mission-critical infrastructure technology and services for the private market. In August 2021, two of the Company’s subsidiaries, Forge Markets LLC and SharesPost, Inc. ceased to operate. The Company began operating as a single broker dealer under the entity Forge Securities LLC to provide an integrated investing experience for investors. |
Proposed Business Combination | Proposed Business Combination In September 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company; Motive Capital Corp (“MOTV”), a publicly traded special purpose acquisition company and Cayman Islands exempted company; and FGI Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of MOTV (“Merger Sub”), providing for, among other things, and subject to the conditions therein, the combination of the Company and MOTV pursuant to the proposed merger of Merger Sub with and into the Company with the Company continuing as the surviving entity and a direct wholly owned subsidiary of MOTV, which will be renamed Forge Global Holdings, Inc. (“New Forge”). |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of Forge Global, Inc., and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the normal course of business, the Company has transactions with various investment entities as discussed in Note 9, Off Balance Sheet Items. In certain instances, the Company provides investment advisory services to pooled investment vehicles (“Funds”). The Company does not have discretion to make any investment, except for the specific investment for which the Fund was formed. The Company performs an assessment to determine (a) whether the Company’s investments or other interests will absorb portions of a variable interest entity’s expected losses or receive portions of the entity’s expected residual returns and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity would give it a controlling financial interest. The Company consolidates entities in which it, directly or indirectly, is determined to have a controlling financial interest. Consolidation conclusions are reviewed quarterly to identify whether any reconsideration events have occurred. |
Segment Information | Segment Information The Company operates as a single operating segment and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, allocating resources and evaluating the Company’s financial performance. The Company operates primarily in the United States, and, accordingly, the geographic distribution of revenue and assets is not significant. For the years ended December 31, 2021 and 2020, revenue outside of the United States, based on customers billing address was not material. As of December 31, 2021 and 2020, long-lived assets located outside of the United States were not material. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to timing of revenue recognition from placement fees and custodial administration fees, collectability of accounts receivable, the fair value of financial assets and liabilities, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of consideration paid for business combinations, the useful lives of acquired intangible assets and property and equipment, the impairment of long-lived assets and goodwill, the fair value of warrants, equity awards and share-based compensation expenses including the determination of the fair value of the Company’s common stock, and the valuation of deferred tax assets and uncertain tax positions. These estimates are inherently subjective in nature and, therefore, actual results may differ from the Company’s estimates and assumptions. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. From 2020, the novel coronavirus (“COVID-19”) pandemic created disruption in global supply chains, increased rates of unemployment and adversely impacted many industries. In 2021, although most of the initial restrictions imposed at the onset of the pandemic in the U.S. have been relaxed or lifted as a result of the distribution of vaccines, the COVID-19 pandemic continues to persist. We continue to closely monitor developments; however, we cannot predict the future impact of COVID-19 on our operational and financial performance, or the specific ways the pandemic may uniquely impact our members, all of which continue to involve significant uncertainties that depend on future developments, which include, among others, the severity and duration of the pandemic and its impact on the overall economy and other industry sectors; vaccination rates; the longer-term efficacy of vaccinations; and the potential emergence of new, more transmissible or severe variants. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2021. These estimates may change as new events occur and additional information is obtained, and related financial impacts will be recognized in the Company’s consolidated financial statements as soon as those events become known. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurements. Three levels of inputs may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds. |
Restricted Cash | Restricted Cash The Company classifies all cash and cash equivalents that are not available for immediate or general business use as restricted in the accompanying consolidated balance sheets. This includes amounts set aside for restrictions of specific agreements. As of December 31, 2021 and 2020, the restricted cash represents the amount covered by the letter of credit related to one of the Company’s operating leases and for regulatory purposes for the trust and brokerage-related activities. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors, including an assessment of the customer’s aging balance, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. The total allowance for doubtful accounts netted against account receivables in the consolidated balance sheets was $1,517 and $1,538 as of December 31, 2021 and 2020, respectively. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise cash and cash equivalents and restricted cash, payment-dependent notes receivables, and accounts receivables. Cash and cash equivalents and restricted cash may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation, respectively. The Company’s exposure to credit risk in the event of default by financial institutions is limited to the amounts recorded on the consolidated balance sheets. The Company performs periodic evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company’s exposure to credit risk associated with its contracts with holders of private company equity (“sellers”) and investors (“buyers”) related to the transfer of private securities is measured on an individual counterparty basis. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company’s exposure is monitored in light of changing counterparty and market conditions. As of December 31, 2021 and 2020, the Company did not have any material concentrations of credit risk outside the ordinary course of business. As of December 31, 2021 and 2020, no customers accounted for more than 10% of the Company’s accounts receivable. No customer accounted for more than 10% of total revenue, less transaction-based expenses for the years ended December 31, 2021 and 2020, respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in consolidated statements of operations and comprehensive loss in the period realized. The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life |
Internal-use Software, Net | Internal-use Software, Net The Company capitalizes certain costs related to software developed for its internal-use. The costs capitalized include development of new software features and functionality and incremental costs related to significant improvement of existing software. Development costs incurred during the preliminary or maintenance project stages are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, which is typically three years . Amortization begins only when the software becomes ready for its intended use. Costs incurred after the project is substantially complete and is ready for its intended purpose, such as maintenance and training costs, are expensed as incurred, unless related to significantly increasing the functionality of existing software. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition accounting method wherein the purchase price is allocated based on the estimated fair value of identifiable assets acquired and liabilities assumed. Any residual purchase price is recorded as goodwill. The Company identifies and attributes fair values and estimated lives to the intangible assets acquired. The estimates in determining the fair values of assets acquired and liabilities assumed can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the cost savings expected to be derived from acquiring an asset and the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable. During the measurement period, which was up to one year from the acquisition date, the Company did not have adjustments to the fair value of any assets acquired and liabilities assumed. In addition, uncertain tax positions and tax-related valuation allowances were initially recorded in connection with a business acquisition as of the acquisition date. Upon the conclusion of the measurement period, there was no subsequent adjustments recorded in the consolidated statements of operations and comprehensive loss. Acquisition costs, such as legal and consulting fees, were expensed as incurred. |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. The Company has historically performed its annual impairment assessment for goodwill and indefinite life intangible assets as of the last day of the fiscal year (December 31). During the third quarter of fiscal 2021, the Company voluntarily changed the date of its annual impairment assessment from December 31 to October 1. The change is to closely align the yearly impairment assessment dates with the Company’s annual planning and budgeting process. The Company has determined this change in accounting principle is preferable and will not affect the consolidated financial statements. The change in the assessment date does not delay or avoid a potential impairment charge, and this change is applied prospectively as retrospective application would be impracticable as the Company is unable to objectively determine, without the use of hindsight, the significant assumptions and estimates that would be used in those earlier periods. The tests did not result in an impairment to goodwill during the years ended December 31, 2021 and 2020. In-process research and development (“IPR&D”) assets acquired in a business combination are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon conclusion of the relevant research and development project, the Company will amortize the acquired IPR&D over its estimated useful life or expense the acquired IPR&D should the research and development project be unsuccessful with no future alternative use. In September 2021, the Company has launched the acquired IPR&D data platform and started to record amortization expense using the straight-line method over the estimated useful lives of the asset. Acquired intangible assets also consist of identifiable intangible assets, primarily software technology, trade name and customer relationships, resulting from business acquisitions. Finite-lived intangible assets are recorded at fair value on the date of acquisition and are amortized over their estimated useful lives. The Company bases the useful lives and related amortization expense on its estimate of the period that the assets will generate revenues or otherwise be used. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also evaluates the period of depreciation and amortization of long-lived assets to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the Company determines the recoverability of its long-lived assets by comparing the carrying value of its long- lived assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. The Company did not record impairment loss for the years ended December 31, 2021 and 2020. |
Leases | Leases The Company categorizes leases at their inception or upon modification, if applicable. As of December 31, 2021 and 2020, the Company only has operating leases. For operating leases, the Company recognizes rent and occupancy on a straight-line basis, commencing on the date at which control and possession of the property is obtained. For leases with a term greater than 12 months , the Company records the related right-of-use assets and operating lease liabilities at the present value of lease payments over the lease term. The Company does not separate lease and non-lease components of contracts for real estate property leases. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The rates implicit on the Company’s leases are not readily determinable. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease payment amount, over a similar term, and in a similar economic environment. The Company evaluates its subleases in which it is the sublessor to determine whether it is relieved of the primary obligation under the original lease. If it remains the primary obligor, the Company continues to account for the original lease as it did before the commencement of the sublease and reports the sublease income based on the contract terms. |
Payment-Dependent Notes | Payment-Dependent Notes The Company has entered into separate contracts with equity holders of private companies’ shares (“sellers”) and investors (“buyers”) that enable the transfer of private securities upon a specified event such as an initial public offering, merger, or acquisition involving the underlying company. The Company serves as an intermediary counterparty to both the buyer and the seller and earns transaction fee revenue by facilitating the execution of the transaction. Contracts with buyers require the Company to facilitate the transfer of a fixed number of shares of the private securities from sellers upon occurrence of a specified event as described above. Buyers are required to pay the selling price for shares purchased (“settlement amounts”) and transaction fee defined in the contracts into a distribution or escrow account upon notice by the Company. Contracts with sellers require sellers to transfer the same amount and class of shares referenced in the contract between the Company and the corresponding buyers upon the occurrence of a specified event as described above. When settlement amounts have been determined, and the price and transaction fees are paid by the buyer, payment-dependent notes receivable are recorded for the securities due from the sellers, and payment- dependent notes payable are recorded for the securities owed to the buyers. Amounts recorded at period- end for payment-dependent notes receivable represent the fair value of securities receivable from sellers, for which the securities settlement event has not occurred. Amounts recorded at period-end for payment- dependent notes payable represent the fair value of securities not yet delivered to the buyer. Payment- dependent notes receivable and payment-dependent notes payable are presented at fair value in the consolidated financial statements in accordance with ASC 825, Fair Value Option for Financial Instruments. Changes in fair value of payment-dependent notes receivable and payment-dependent notes payable are recorded in other expense in the consolidated statements of operations and comprehensive loss. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees directly related to the Company’s proposed public offering. Upon consummation of the proposed public offering, the deferred offering costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the offering. In the event the offering is aborted, deferred offering costs will be expensed. As of December 31, 2021, $5,923 of deferred offering costs were capitalized in other assets, noncurrent in the accompanying consolidated balance sheets. No offering costs were capitalized as of December 31, 2020. |
Revenue Recognition and Transaction-Based Expenses | Revenue Recognition and Transaction-Based Expenses The Company generates revenue from fees charged for the trading of private placements on its marketplace platform, and fees for account and asset management provided to customers. The Company disaggregates revenue by service type, as management believes that this level of disaggregation best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are impacted by economic factors. The Company recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for services. To achieve the core principle of this standard, the Company applied the following five steps: 1. Identification of the contract, or contracts, with the customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of the revenue when, or as, a performance obligation is satisfied. Revenue from Contracts with Customers The Company enters into contracts with customers that can include various services, which are capable of being distinct and accounted for as separate performance obligations. When applicable, an allocation of the transaction fees to the performance obligations or to the distinct goods or services that form part of a single performance obligation will depend on the individual facts and circumstances of the contract. All of the Company’s revenues are from contracts with customers. The Company is the principal in its contracts, with the exception of sub-account fees, in which the Company acts as an agent and records revenue from fees earned related to cash balances in customers’ custodial accounts. Each of our significant performance obligations and our application of ASC 606 to our revenue arrangements are discussed in further detail below: Placement Fees — The Company maintains a trading platform which generates revenues by collecting transaction fees from institutions, individual investors and private equity holders. Placement fees are charged by the Company for meeting the point-in-time performance obligation of executing a private placement on its platform. Placement fee rates are individually negotiated for each transaction and vary depending on the specific facts and circumstance of each agreement. These fees are event-driven and invoiced upon the closing of the transaction outlined in each agreement. These fees may be expressed as a dollar amount per share, a flat dollar amount, or a percentage of the gross transaction proceeds. The Company earns agency placement fees in non-underwritten transactions, such as private placements of equity securities. The Company enters into arrangements with individual accredited customers or pooled investment vehicles to execute private placements in the secondary market. The Company will receive placement fees on these transactions and believes that its trade execution performance obligation is completed upon the placement and consummation of a transaction and, as such, revenue is earned on the transaction date with no further obligation to the customer at that time. The Company acts as a principal and recognizes the placement fee revenue earned for the execution of a trade on a gross basis. Custodial Administration Fees — The Company generates revenues primarily by performing custodial account administration and maintenance services for its customers. Specifically, the Company charges administration fees for its services in maintaining custodial accounts, including asset-based fees, which are determined by the number and types of assets in these accounts. Additionally, the Company earns fees for opening and terminating accounts, and facilitating transactions, which are assessed at the point of transaction. Account and asset fees are assessed on the first day of the calendar quarter. Cash administration fees are based on cash balances within the custodial accounts and are assessed on the last day of the month. Revenues from custodial administration fees are recognized either over time as underlying performance obligations are met and day-to-day maintenance activities are performed for custodial accounts, or at a point in time upon completion of transactions requested by custodial account holders. Contract Balances Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. The Company does not have any contract assets as of December 31, 2021 and 2020. Contract liabilities consist of deferred revenue, which relates to amounts invoiced in advance of performance under a revenue contract. The total contract liabilities of $357 and $161 as of December 31, 2021 and 2020, respectively, related to advance billings for placement fees and custodial administration fees, recorded in accrued expenses and other current liabilities on the consolidated balance sheets. Practical Expedients In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, the contracts do not contain a significant financing component. The Company has applied the practical expedient in ASC 606 and excludes information about a) remaining performance obligations that have an original expected duration of one year or less and b) transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. The Company has also applied the practical expedient in accordance with ASC 340-40, Other Assets and Deferred Costs to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Transaction-Based Expenses Transaction-based expenses represent the fees incurred to support placement and custodial activities. These include expenses for fund insurance, fund management and fund settlement expenses that relates to services provided to the Funds, and external broker fees and transfer fees related to placement and custodial services provided to other brokerage and custodial customers to facilitate transactions. |
Share-Based Compensation Expense | Share-Based Compensation Expense The Company recognizes share-based compensation expense for all share-based awards made to employees, directors and non-employees based on the grant date fair value of the awards. The fair value of an award is estimated on the date of grant using the Black-Scholes option pricing model. The fair value of an award is recognized as an expense over the requisite service period on a straight-line basis. Forfeitures are accounted for as they occur. The determination of the grant date fair value of share-based awards is affected by the estimated fair value of the Company’s common stock as well as other highly subjective assumptions, including, but not limited to, the expected term of the share-based awards, expected equity volatility, risk-free interest rates, and expected dividends, which are estimated as follows: Fair Value of Common Stock — As the Company’s common stock is not publicly traded, the fair value of the common stock was determined by the Company’s board of directors, after considering contemporaneous third-party valuations and input from management. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . In the absence of a public trading market, the Company’s board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock as of the date of each option grant, including the following factors: ● the Company’s capital resources and financial condition; ● the prices paid for common or convertible preferred stock sold to third-party investors by the Company and prices paid in secondary transactions in arm’s length transactions; ● the preferences held by the Company’s preferred stock classes relative to those of the Company’s common stock; ● the likelihood and timing of achieving a liquidity event, such as an initial public offering, given prevailing market conditions; ● the Company’s historical operating and financial performance as well as management’s estimates of future financial performance; ● valuations of comparable companies; ● the relative lack of marketability of the Company’s common stock; ● SPAC equity market conditions affecting the trading price of comparable public companies; ● industry information such as market growth and volume and macro-economic events; and ● additional objective and subjective factors relating to the business. Expected term — The expected term represents the period that options are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the midpoint of the time-to-vesting and the contractual life of the options. Expected volatility — As a public market for the Company’s common stock does not exist, there is no trading history of the common stock. The Company estimated the expected volatility based on the implied volatility of similar publicly-held entities, referred to as “guideline companies,” over a look-back period equivalent to the expected term of the awards. In evaluating the similarity of guideline companies, the Company considered factors such as industry, stage of life cycle, size, and financial leverage. Risk-free interest rate — The risk-free interest rate used to value share-based awards is based on the U.S. Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. Estimated dividend yield — The expected dividend was assumed to be zero as the Company has never declared or paid any cash dividends and do not currently intend to declare dividends in the foreseeable future. For certain awards with performance-based and market-based conditions, the Company uses a Monte Carlo simulation to determine the fair value at the grant date and recognizes share-based compensation expense using accelerated attribution method when it becomes probable that the performance-based condition will be met. Under the Monte Carlo simulation, stock returns are simulated to estimate the payouts established by the vesting conditions of the awards and an estimated time that the awards will vest. The assumptions used in the Monte Carlo simulation include: the fair value of common stock, estimating the length of time employees will retain their stock options before the occurrence of a liquidity event (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“expected volatility”), the risk-free interest rate and expected dividends. Restricted stock awards (“RSAs”) are grants of shares of our common stock that generally vest over a four-year period and in accordance with terms and conditions established by our board of directors. The fair value of RSAs is based on the value of the underlying stock less any applicable purchase price. Share-based compensation expense is recognized over the vesting term on a straight-line basis, which reflects the service period. |
Advertising | Advertising Advertising costs are expensed as incurred and include advertising and trade shows. Advertising costs amounted to $2,896 and $274 for the years ended December 31, 2021 and 2020, respectively, and are included in advertising and market development in the consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates and laws that will be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes. The Company recognizes interest and penalties on unrecognized tax benefits as a component of provision for income taxes in the consolidated statements of operations and comprehensive loss. |
Foreign Currency | Foreign Currency The functional currency of the Company is the U.S. dollars. Accordingly, foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred. Foreign currency transaction gains and losses have been immaterial for the years ended December 31, 2021 and 2020. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of other comprehensive loss and net loss. The Company did not have any other comprehensive loss transactions during the periods presented. Accordingly, the comprehensive loss is equal to the net loss for the years ended December 31, 2021 and 2020. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company determined that it has participating securities in the form of convertible preferred stock as holders of such securities have dividend rights in the event of a declaration of a dividend for shares of common stock. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the period presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares are anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Emerging Growth Company As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with “Conversion and Other Options (Subtopic 470-20) and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if- converted method. ASU 2020-06 may be applied on a full retrospective or modified retrospective basis. The Company early adopted ASU 2020-06 on January 1, 2021, on a full retrospective basis, and the adoption has a material impact on its consolidated financial statements, as the Company is not required to recognize any beneficial conversion feature of its convertible notes as a result of the adoption of ASU 2020-06. ASU 2020-06 was applied in the periods presented in these consolidated financial statements. Recent Accounting Standards Issued, But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, with subsequent amendments, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires immediate recognition of management’s estimates of current expected credit losses. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of adoption on the consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life |
Acquisitions (Tables)
Acquisitions (Tables) - Shares Post, Inc | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Schedule of components of purchase consideration to acquire shares post | Amount Cash $ 20,340 Secured promissory note 3,000 Fair value of Junior convertible preferred stock issued 20,383 Fair value of Class AA common stock issued 44,817 Fair value of warrants issued 1,285 Total $ 89,825 |
Schedule of allocation of purchase price for shares post | Amount Cash $ 6,443 Accounts receivable, net 1,014 Prepaid expenses and other current assets 1,073 Property and equipment, net 590 Operating lease right-of-use assets 4,575 Identified intangible assets 13,090 Goodwill 77,126 Accounts payable (1,275) Accrued expenses and other current liabilities (5,127) Operating lease liabilities (7,684) Total $ 89,825 |
Schedule of identified intangible assets acquired | Amount Estimated Useful Life Developed technology $ 10,500 4 years In-process research and development asset 960 Indefinite Trade name 320 1 year Customer relationships 1,310 4 years Total $ 13,090 |
Schedule of pro forma information | Years Ended December 31, 2020 (Unaudited) Pro forma revenue $ 75,981 Pro forma net loss $ (13,483) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 24,240 $ — $ — $ 24,240 Payment-dependent notes receivable, current 1,153 — — 1,153 Payment-dependent notes receivable, noncurrent — — 13,453 13,453 Total financial assets $ 25,393 $ — $ 13,453 $ 38,846 Payment-dependent notes payable, current 1,153 — — 1,153 Payment-dependent notes payable, noncurrent — — 13,453 13,453 Warrant liabilities — — 7,844 7,844 Total financial liabilities $ 1,153 $ — $ 21,297 $ 22,450 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 6,050 $ — $ — $ 6,050 Payment-dependent notes receivable, current 1,165 — 38,124 39,289 Payment-dependent notes receivable, noncurrent — — 13,735 13,735 Total financial assets $ 7,215 $ — $ 51,859 $ 59,074 Payment-dependent notes payable, current 1,165 — 38,124 39,289 Payment-dependent notes payable, noncurrent — — 13,735 13,735 Warrant liabilities — — 1,780 1,780 Total financial liabilities $ 1,165 $ — $ 53,639 $ 54,804 |
Schedule of quantitative inputs and assumptions used for the payment-dependent notes receivable, payment-dependent notes payable and short-term investments | The following tables summarize the quantitative inputs and assumptions used for the Company’s payment-dependent notes receivable and payment-dependent notes payable classified as Level 3 of the fair value hierarchy: As of December 31, 2021 Significant Fair Valuation Unobservable Level 3 Measurements Value Technique(s) Input(s) Range Financial assets Payment-dependent notes receivable $ 13,453 Transaction prices N/A (1) N/A Financial liabilities Payment-dependent notes payable $ 13,453 Transaction prices N/A (1) N/A As of December 31, 2020 Significant Fair Valuation Unobservable Level 3 Measurements Value Technique(s) Input(s) Range Financial assets Payment-dependent notes receivable $ 13,735 Transaction prices N/A (1) N/A $ 38,124 Discounted transaction prices (2) Discount for lack of marketability 5 % Financial liabilities Payment-dependent notes payable $ 13,735 Transaction prices N/A (1) N/A $ 38,124 Discounted transaction prices (2) Discount for lack of marketability 5 % (1) The Company considers completed transactions made through the Company’s platform for the relevant private securities as relevant data inputs. (2) The Company uses publicly traded share prices at the close of the valuation date as the primary factor in the fair value analysis and applies a discount to the share prices to reflect lack of marketability. |
Schedule of reconciliation for all assets measured at fair value using significant unobservable inputs (Level 3) | The following table provides reconciliation for all financial assets measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,892 Change in fair value of short-term investments 11 Distribution of short-term investments (136) Change in fair value of payment-dependent notes receivable. 27,319 Payment-dependent notes receivable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes receivable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes receivable 29,364 Payment-dependent notes receivable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes receivable (5,133) Balance as of December 31, 2021 $ 13,453 |
Schedule of change in the fair value of the derivative liabilities | The following table provides reconciliation for payment-dependent notes payable measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,767 Change in fair value of payment-dependent notes payable 27,319 Payment-dependent notes payable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes payable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes payable 29,364 Payment-dependent notes payable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes payable (5,133) Balance as of December 31, 2021 $ 13,453 The following table provides reconciliation for warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ — Fair value of warrant at issuance 1,488 Change in fair value of warrant liabilities 292 Balance as of December 31, 2020 $ 1,780 Change in fair value of warrant liabilities 6,064 Balance as of December 31, 2021 $ 7,844 |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Balance Sheet Components | |
Schedule of prepaid expenses and other current assets, net | Prepaid expenses and other current assets consisted of the following: As of December 31, 2021 2020 Prepaid expenses $ 3,162 $ 2,707 Loans receivable from equity method investment, current — 62 Other current assets 1,986 1,377 Prepaid expenses and other current assets $ 5,148 $ 4,146 |
Schedule of estimated useful lives of property and equipment | Property and equipment, net consisted of the following: As of December 31, 2021 2020 Computer equipment $ 336 $ 336 Furniture and fixtures 621 621 Leasehold improvements 320 320 Total property and equipment $ 1,277 $ 1,277 Less: Accumulated depreciation (780) (380) Property and equipment, net $ 497 $ 897 |
Schedule of capitalized internal-use software | Capitalized internal-use software consists of the following: As of December 31, 2021 2020 Capitalized internal-use software $ 2,860 $ 1,592 Less: Accumulated amortization (169) (17) Total capitalized internal-use software $ 2,691 $ 1,575 |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following: As of December 31, 2021 2020 Accrued professional services $ 1,798 $ 656 Accrued payments related to acquisitions and financing 1,134 3,565 Accrued taxes and deferred tax liabilities 1,421 283 Early exercise liability 786 36 Other current liabilities 3,204 2,748 Total $ 8,343 $ 7,288 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets, Net | |
Schedule of components of intangible assets and accumulated amortization | As of December 31, 2021 Weight Average Gross Net Remaining Carrying Accumulated Carrying Amortization Period Amount Amortization Amount Finite-lived intangible assets: Developed technology 3.0 years $ 13,200 $ (5,250) $ 7,950 Customer relationships 7.0 years 7,410 (1,696) 5,714 Trade name 0.0 years 320 (320) — Launched IPR&D assets. 5.0 years 960 — 960 Total finite-lived intangible assets 21,890 (7,266) 14,624 Indefinite-lived intangible assets: Trade name – website domain (forge.com) Indefinite 2,202 — 2,202 Total infinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (7,266) $ 16,826 As of December 31, 2020 Weight Average Gross Net Remaining Carrying Accumulated Carrying Amortization Period Amount Amortization Amount Finite-lived intangible assets: Developed technology 3.6 years $ 13,200 $ (1,673) $ 11,527 Customer relationships 7.9 years 7,410 (759) 6,651 Trade name 0.9 years 320 (46) 274 Total finite-lived intangible assets 20,930 (2,478) 18,452 Indefinite-lived intangible assets: In-process research and development asset Indefinite 960 — 960 Total infinite-lived intangible assets 960 — 960 Total finite-lived intangible assets $ 21,890 $ (2,478) $ 19,412 |
Schedule of estimated future amortization expense for definite-lived intangible assets | Amount 2022 $ 3,915 2023 3,915 2024 3,462 2025 802 2026 802 Thereafter 1,728 Total $ 14,624 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of additional information related to operating leases | As of December 31, 2021 2020 Operating lease right-of-use assets $ 7,881 $ 8,983 Operating lease liabilities, current $ 5,367 $ 3,536 Operating lease liabilities, noncurrent $ 5,159 $ 8,824 Weighted-average remaining lease term (in years) 2.0 3.4 Weighted-average discount rate 4.9 % 5.0 % |
Schedule of future undiscounted lease payments under operating leases | Lease Payment Sublease Net Lease Obligation Income Obligation 2022 5,762 (349) 5,413 2023 4,030 (349) 3,681 2024 936 (349) 587 2025 393 (204) 189 2026 — — — Total undiscounted lease payments $ 11,121 $ (1,251) $ 9,870 Less: Imputed interest 595 Present value of future lease payments $ 10,526 Less: operating lease liabilities, current 5,367 Operating lease liabilities, noncurrent $ 5,159 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Schedule of outstanding non-cancelable purchase obligations | Amount 2022 $ 1,451 2023 1,202 2024 1,414 2025 1,676 2026 1,976 Total $ 7,719 |
Capitalization (Tables)
Capitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalization | |
Summary of original issuance price per share and authorized and outstanding number of shares of convertible preferred stock | As of December 31, 2021 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 15,949,487 13,491,651 150,553 167,523 Series B-2 $ 12.4168 805,360 132,127 1,640 1,640 Junior $ 12.4168 3,313,623 2,313,623 20,383 28,728 Total 27,799,267 23,668,198 $ 246,056 $ 271,845 As of December 31, 2020 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 10,435,129 5,672,925 62,985 70,440 Junior $ 12.4168 4,354,089 2,313,623 20,383 28,728 Total 22,520,015 15,717,345 $ 156,848 $ 173,122 |
Summary of shares of common stock reserved for future issuance | As of December 31, 2021 2020 Conversion of convertible preferred stock 27,799,267 22,520,015 Warrants to purchase convertible preferred stock 1,133,725 1,133,725 Warrants to purchase common stock 74,895 74,895 Shares available for grant under 2018 Plan 363,095 1,861,856 Stock options issued and outstanding under 2018 Plan 5,031,310 3,209,063 Total shares of common stock reserved 34,402,292 28,799,554 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock options valuation assumptions | 2021 2020 Fair value of common stock $8.80 – $21.29 $3.41 – $6.59 Expected term (years) 5.1 – 7.0 5.0 – 6.2 Expected volatility 40.0% – 41.4% 37.0% – 41.7% Risk-free interest rate 0.7% –1.3% 0.3% – 0.8% Expected dividend yield 0.0% 0.0% |
Schedule of unvested stock options activity | Number of Carrying Shares Value Unvested as of December 31, 2019 86,032 $ 115 Exercised 1,375 $ 2 Repurchased (42,073) $ (49) Vested (24,394) $ (32) Unvested as of December 31, 2020 20,940 $ 36 Exercised 463,816 $ 917 Repurchased (13,876) $ (23) Vested (88,841) $ (145) Unvested as of December 31, 2021 382,039 $ 785 |
Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of unvested stock options activity | Weighted- average Number of Grant Date Shares Fair Value Unvested balance as of December 31, 2019. 1,940,130 $ 1.21 Granted — $ — Vested (541,704) $ 1.69 Cancelled/Forfeited — $ — Unvested balance as of December 31, 2020. 1,398,426 $ 1.02 Granted — $ — Vested (500,000) $ 1.78 Cancelled/Forfeited — $ — Unvested balance as of December 31, 2021 898,426 $ 0.60 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock option activity | Weighted- Aggregate Weighted average averages Intrinsic Stock Options Exercise Price Life (Years) Value Balance as of December 31, 2019 1,081,579 $ 2.31 8.9 $ 2,817 Granted 3,251,443 $ 2.60 Exercised (307,778) $ 1.56 Cancelled/Forfeited/Expired (816,181) $ 2.03 Balance as of December 31, 2020 3,209,063 $ 1.57 9.1 $ 16,094 Granted 3,457,020 $ 9.37 Exercised (1,247,236) $ 1.68 Cancelled/Forfeited/Expired (387,537) $ 2.00 Balance as of December 31, 2021 5,031,310 $ 6.85 9.2 $ 120,491 Vested and exercisable as of December 31, 2021 1,284,624 $ 2.33 8.3 $ 36,579 |
Schedule of stock options valuation assumptions | Fair value of common stock $ 19.07 Expected term (years) 5.3 Expected volatility 40.0 % Risk-free interest rate. 0.7 % Expected dividend yield 0.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of loss before income taxes | Year Ended December 31, 2021 2020 Domestic $ (16,496) $ (9,554) Foreign (1,617) (961) Loss before provision for income taxes $ (18,113) $ (10,515) |
Schedule of components of the provision for income taxes | Year Ended December 31, 2021 2020 Current expense (benefit): Federal $ — $ (818) State 50 15 Foreign — — Total current expense (benefit) $ 50 $ (803) Deferred expense (benefit): Federal $ 264 $ — State 72 — Foreign — — Total deferred expense (benefit) $ 336 $ — Total provision for (benefit from) income taxes $ 386 $ (803) |
Schedule of reconciliation setting forth the differences between the effective tax rates | Year Ended December 31, 2021 2020 Tax provision (benefit) at U.S. statutory rate (3,804) 21.0 % (2,209) 21.0 % State income taxes (409) 2.3 % (127) 1.2 % Foreign taxes in excess of the U.S. statutory rate 74 (0.4) % 202 (1.9) % Change of valuation allowance 2,397 (13.2) % 525 (5.0) % Change in fair value of warrant liabilities. 1,275 (7.1) % — — Share-based compensation 1,548 (8.6) % 779 (7.4) % Attribute carryback — — (203) 1.9 % Tax credits (862) 4.8 % — — Other 167 (0.9) % 230 (2.2) % Tax expense (benefit) 386 (2.1) % (803) 7.6 % |
Significant components of deferred tax assets and liabilities | As of December 31, 2021 2020 Deferred tax assets Accrued compensation $ 3,074 $ 1,772 Operating lease liability 2,829 3,173 Share-based compensation 804 317 Net operating loss carryforwards 11,187 11,040 Allowance for bad debt 413 395 Interest expense limitation 19 375 Tax credits 862 — Other 62 145 Total deferred tax assets. $ 19,250 $ 17,217 Deferred tax liabilities Depreciation and amortization $ (3,089) $ (2,718) Operating lease assets (2,148) (2,306) Total deferred tax assets (liabilities) $ 14,013 $ 12,193 Valuation allowance (14,436) (12,278) Net deferred tax assets (liabilities) $ (423) $ (85) |
Reconciliation of the beginning and ending amount of uncertain tax positions | As of December 31, 2021 2020 Beginning Balance $ 43 $ 34 Additions for current year items 115 9 Additions for prior year items 269 — Reductions for prior year items — — Lapse of statute of limitations — — Ending Balance $ 427 $ 43 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Schedule of computation of net loss per share | Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders, basic and diluted $ (18,499) $ (9,712) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic and diluted. 17,386,008 11,946,614 Net loss per share attributable to common stockholders, basic and diluted $ (1.06) $ (0.81) |
Schedule of Anti-Dilutive shares for computation of diluted net loss per share attributable to common stockholders | Year Ended December 31 2021 2020 Convertible notes — 1,714,765 Convertible preferred stock 23,668,198 15,717,345 Outstanding stock options 5,031,310 3,209,063 Warrants to purchase common stock 74,895 74,895 Warrants to purchase convertible preferred stock 1,133,725 1,133,725 Common stock subject to repurchase 3,650,675 3,084,252 Total 33,558,803 24,934,045 |
Valuation And Qualifying Acco_2
Valuation And Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Valuation And Qualifying Accounts | |
Schedule of allowance for doubtful accounts and valuation allowance | Balance at beginning of Charged to Charges utilized/ Balance at period expenses Write-offs end of period Allowance for doubtful accounts: Year ended December 31, 2020 $ 1,114 $ 424 — $ 1,538 Year ended December 31, 2021 $ 1,538 — $ 21 $ 1,517 Balance at Addition Charged beginning of from (credited) to Balance at period acquisition expenses end of period Valuation allowance on deferred tax assets: Year ended December 31, 2020 $ (2,156) $ (9,401) $ (721) $ (12,278) Year ended December 31, 2021 $ (12,278) — $ (2,158) $ (14,436) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Accounts receivable, net | $ 5,380 | $ 5,741 |
Total allowance for doubtful accounts against account receivables | $ 1,517 | 1,538 |
Business combinations, maximum measurement period | 1 year | |
Minimum operating lease term | 12 months | |
Advance billings for brokerage services | $ 357 | 161 |
Payment of expected dividend | 0 | |
Advertising costs | 2,896 | 274 |
Operating lease right-of-use assets | 7,881 | 8,983 |
Operating lease liabilities, current | 5,367 | 3,536 |
Operating lease liabilities, noncurrent | $ 5,159 | $ 8,824 |
Accounts Receivable | Customer Concentration Risk | ||
Description of Business and Summary of Significant Accounting Policies | ||
Concentration Risk Threshold Percentage | 10.00% | 10.00% |
Revenue | Customer Concentration Risk | ||
Description of Business and Summary of Significant Accounting Policies | ||
Concentration Risk Threshold Percentage | 10.00% | 10.00% |
Other assets, Noncurrent | ||
Description of Business and Summary of Significant Accounting Policies | ||
Deferred offering costs | $ 5,923 | |
Software | ||
Description of Business and Summary of Significant Accounting Policies | ||
Estimated useful lives of property and equipment | 3 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Estimated useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Estimated useful lives of property and equipment | |
Estimated useful lives of property and equipment | 3 years |
Furniture and fixtures | |
Estimated useful lives of property and equipment | |
Estimated useful lives of property and equipment | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - Shares Post, Inc - USD ($) $ in Thousands | Nov. 09, 2020 | May 31, 2020 | Dec. 31, 2021 |
Acquisitions | |||
Merger period | 6 months | ||
Debt instrument, face amount | $ 3,000 | ||
Acquisition-related transaction costs | $ 3,289 | ||
Total | 89,825 | ||
Secured promissory note agreement | |||
Acquisitions | |||
Debt instrument, face amount | 3,000 | ||
Class AA common stock | |||
Acquisitions | |||
Number of shares issuable | 9,015,140 | ||
Aggregate purchase price consisted of cash, fair value | 44,817 | ||
Junior convertible preferred stock | |||
Acquisitions | |||
Number of shares issuable | 2,313,623 | ||
Aggregate purchase price consisted of cash, fair value | 20,383 | ||
Junior convertible preferred stock warrants | |||
Acquisitions | |||
Number of shares issuable | 1,000,000 | ||
Aggregate purchase price consisted of cash, fair value | $ 1,285 |
Acquisitions - Schedule of comp
Acquisitions - Schedule of components of purchase consideration to acquire shares post (Details) - Shares Post, Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | May 31, 2020 | |
Acquisitions | ||
Cash | $ 20,340 | |
Debt instrument, face amount | $ 3,000 | |
Total | 89,825 | |
Class AA common stock | ||
Acquisitions | ||
Fair value of equity | 44,817 | |
Junior convertible preferred stock | ||
Acquisitions | ||
Fair value of equity | 20,383 | |
Junior convertible preferred stock warrants | ||
Acquisitions | ||
Fair value of equity | 1,285 | |
Secured promissory note agreement | ||
Acquisitions | ||
Debt instrument, face amount | $ 3,000 |
Acquisitions - Schedule of allo
Acquisitions - Schedule of allocation of purchase price for shares post (Details) - Shares Post, Inc $ in Thousands | Nov. 09, 2020USD ($) |
Acquisitions | |
Cash | $ 6,443 |
Accounts receivable, net | 1,014 |
Prepaid expenses and other current assets | 1,073 |
Property and equipment, net | 590 |
Operating lease right-of-use assets | 4,575 |
Identified intangible assets | 13,090 |
Goodwill | 77,126 |
Accounts payable | (1,275) |
Accrued expenses and other current liabilities | (5,127) |
Operating lease liabilities | (7,684) |
Total | $ 89,825 |
Acquisitions - Schedule of iden
Acquisitions - Schedule of identified intangible assets acquired (Details) - USD ($) $ in Thousands | Nov. 09, 2020 | Sep. 30, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired, estimated useful life | 5 years | |
Shares Post, Inc | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired, amount | $ 13,090 | |
Shares Post, Inc | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired, amount | $ 10,500 | |
Intangible assets acquired, estimated useful life | 4 years | |
Shares Post, Inc | In-process research and development asset | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired, amount | $ 960 | |
Shares Post, Inc | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired, amount | $ 320 | |
Intangible assets acquired, estimated useful life | 1 year | |
Shares Post, Inc | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired, amount | $ 1,310 | |
Intangible assets acquired, estimated useful life | 4 years |
Acquisitions - Schedule of pro
Acquisitions - Schedule of pro forma information (Details) - Shares Post, Inc $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquisitions | |
Pro forma revenue | $ 75,981 |
Pro forma net loss | $ (13,483) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Level 3 | ||
Fair Value Measurements | ||
Payment-dependent notes receivable, current | $ 38,124 | |
Payment-dependent notes receivable, noncurrent | $ 13,453 | 13,735 |
Payment-dependent notes payable, current | 38,124 | |
Payment-dependent notes payable, noncurrent | 13,453 | 13,735 |
Recurring | ||
Fair Value Measurements | ||
Payment-dependent notes receivable, current | 1,153 | 39,289 |
Payment-dependent notes receivable, noncurrent | 13,453 | 13,735 |
Total fair value | 38,846 | 59,074 |
Payment-dependent notes payable, current | 1,153 | 39,289 |
Payment-dependent notes payable, noncurrent | 13,453 | 13,735 |
Warrant liabilities | 7,844 | 1,780 |
Total liabilities | 22,450 | 54,804 |
Recurring | Money Market Funds [Member] | ||
Fair Value Measurements | ||
Cash and cash equivalents | 24,240 | 6,050 |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Payment-dependent notes receivable, current | 1,153 | 1,165 |
Total fair value | 25,393 | 7,215 |
Payment-dependent notes payable, current | 1,153 | 1,165 |
Total liabilities | 1,153 | 1,165 |
Recurring | Level 1 | Money Market Funds [Member] | ||
Fair Value Measurements | ||
Cash and cash equivalents | 24,240 | 6,050 |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Payment-dependent notes receivable, current | 38,124 | |
Payment-dependent notes receivable, noncurrent | 13,453 | 13,735 |
Total fair value | 13,453 | 51,859 |
Payment-dependent notes payable, current | 38,124 | |
Payment-dependent notes payable, noncurrent | 13,453 | 13,735 |
Warrant liabilities | 7,844 | 1,780 |
Total liabilities | $ 21,297 | $ 53,639 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments (Details) - Level 3 $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Payment dependent notes receivable noncurrent | $ 13,453 | $ 13,735 |
Payment dependent notes receivable current | 38,124 | |
Payment-dependent notes payable, noncurrent | $ 13,453 | 13,735 |
Payment dependent notes payable current | $ 38,124 | |
Payment dependent notes payable current measurement input range | 5 | |
Measurement Input, Discount for Lack of Marketability [Member] | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Payment dependent notes receivable current measurement input range | 5 |
Fair Value Measurements - Key a
Fair Value Measurements - Key assumptions (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2020$ / shares |
Measurement Input, Fair Value of Stock [Member] | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 30.8 | 12.4 |
Measurement Input, Discount for Lack of Marketability [Member] | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 0 | |
Measurement Input, Discount for Lack of Marketability [Member] | Minimum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 29 | |
Measurement Input, Discount for Lack of Marketability [Member] | Maximum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 34 | |
Expected term (years) | Minimum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 3.4 | 4.4 |
Expected term (years) | Maximum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 8.8 | 9.8 |
Expected volatility | Minimum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 40.4 | 39.9 |
Expected volatility | Maximum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 44.3 | 41.8 |
Risk-free interest rate | Minimum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 1 | 0.3 |
Risk-free interest rate | Maximum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 1.5 | 0.9 |
Expected dividend yield | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 0 | 0 |
Fair value of common stock | Minimum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 5 | 1.5 |
Fair value of common stock | Maximum | ||
Quantitative inputs and assumptions used for the Company's payment-dependent notes receivable, payment-dependent notes payable and short-term investments | ||
Warrants measurement input | 22 | 1.9 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation for all assets measured at fair value using significant unobservable inputs (Level 3) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation for all assets measured at fair value using significant unobservable inputs (Level 3) | ||
Balance at beginning | $ 51,859 | $ 25,892 |
Balance at ending | 13,453 | 51,859 |
Investments [Member] | ||
Reconciliation for all assets measured at fair value using significant unobservable inputs (Level 3) | ||
Change in fair value | 29,364 | 11 |
Distribution | (62,637) | (136) |
Notes Receivable [Member] | ||
Reconciliation for all assets measured at fair value using significant unobservable inputs (Level 3) | ||
Change in fair value | $ (5,133) | 27,319 |
Transferred out of Level 3 to Level 1 | (1,165) | |
Settlement | $ (62) |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Derivative liabilities at beginning | $ 51,859,000 | $ 25,767,000 |
Derivative liabilities at ending | 13,453,000 | 51,859,000 |
Notes Payable, Other Payables [Member] | ||
Reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Settlement | (5,133,000) | (62,000) |
Change in fair value | 29,364,000 | 27,319,000 |
Transferred out of Level 3 to Level 1 | (62,637,000) | (1,165,000) |
Warrant | ||
Reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Derivative liabilities at beginning | 1,780,000 | |
Issuance of Public and Private Warrants | 1,488,000 | |
Change in fair value | 6,064,000 | 292,000 |
Derivative liabilities at ending | $ 7,844,000 | $ 1,780,000 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheet Components | ||
Prepaid expenses | $ 3,162 | $ 2,707 |
Loans receivable from equity method investment, current | 62 | |
Other current assets | 1,986 | 1,377 |
Prepaid expenses and other current assets | $ 5,148 | $ 4,146 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components - Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Estimated useful lives of property and equipment | ||
Total property and equipment | $ 1,277 | $ 1,277 |
Less: Accumulated depreciation | (780) | (380) |
Property and equipment, net | 497 | 897 |
Depreciation expense | 400 | 198 |
Computer equipment | ||
Estimated useful lives of property and equipment | ||
Total property and equipment | 336 | 336 |
Furniture and fixtures | ||
Estimated useful lives of property and equipment | ||
Total property and equipment | 621 | 621 |
Leasehold improvements | ||
Estimated useful lives of property and equipment | ||
Total property and equipment | $ 320 | $ 320 |
Consolidated Balance Sheet Co_5
Consolidated Balance Sheet Components - Capitalized internal-use software (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Balance Sheet Components | ||
Capitalized internal-use software | $ 2,860 | $ 1,592 |
Less: Accumulated amortization | (169) | (17) |
Total capitalized internal-use software | 2,691 | 1,575 |
Amortization expense on capitalized internal-use software placed in service | $ 152 | $ 17 |
Consolidated Balance Sheet Co_6
Consolidated Balance Sheet Components - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other current liabilities | ||
Accrued professional services | $ 1,798 | $ 656 |
Accrued payments related to acquisitions and financing | 1,134 | 3,565 |
Accrued taxes and deferred tax liabilities | 1,421 | 283 |
Early exercise liability | 786 | 36 |
Other current liabilities | 3,204 | 2,748 |
Total | $ 8,343 | $ 7,288 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Components of intangible assets and accumulated amortization (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived And Indefinite Lived Intangible Asset By Major Class [Line Items] | |||
Purchases of intangible assets | $ 2,202 | ||
Change in recorded Goodwill | 0 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Finite-lived intangible assets, Gross Carrying Amount | 21,890 | $ 20,930 | |
Finite-lived intangible assets, Accumulated Amortization | (7,266) | (2,478) | |
Finite-lived intangible assets, Net Carrying Amount | 14,624 | 18,452 | |
Indefinite-lived intangible assets, Carrying Amount | 2,202 | 960 | |
Total, Gross Carrying Amount | 24,092 | 21,890 | |
Total, Net Carrying Amount | 16,826 | 19,412 | |
Amortization expense related to finite-lived intangible assets | $ 4,788 | 2,191 | |
In-process research and development asset | |||
Finite Lived And Indefinite Lived Intangible Asset By Major Class [Line Items] | |||
Weight average amortization period | 5 years | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 960 | ||
Finite-lived intangible assets, Net Carrying Amount | $ 960 | ||
Indefinite-lived intangible assets, Carrying Amount | $ 960 | ||
Developed technology | |||
Finite Lived And Indefinite Lived Intangible Asset By Major Class [Line Items] | |||
Weight average amortization period | 3 years | 3 years 7 months 6 days | |
Finite-lived intangible assets, Gross Carrying Amount | $ 13,200 | $ 13,200 | |
Finite-lived intangible assets, Accumulated Amortization | (5,250) | (1,673) | |
Finite-lived intangible assets, Net Carrying Amount | $ 7,950 | $ 11,527 | |
Customer relationships | |||
Finite Lived And Indefinite Lived Intangible Asset By Major Class [Line Items] | |||
Weight average amortization period | 7 years | 7 years 10 months 24 days | |
Finite-lived intangible assets, Gross Carrying Amount | $ 7,410 | $ 7,410 | |
Finite-lived intangible assets, Accumulated Amortization | (1,696) | (759) | |
Finite-lived intangible assets, Net Carrying Amount | $ 5,714 | $ 6,651 | |
Trade name | |||
Finite Lived And Indefinite Lived Intangible Asset By Major Class [Line Items] | |||
Weight average amortization period | 0 years | 10 months 24 days | |
Finite-lived intangible assets, Gross Carrying Amount | $ 320 | $ 320 | |
Finite-lived intangible assets, Accumulated Amortization | (320) | (46) | |
Finite-lived intangible assets, Net Carrying Amount | $ 274 | ||
Indefinite-lived intangible assets, Carrying Amount | $ 2,202 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Estimated future amortization expense for definite-lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Expected future amortization expense of acquired finite-lived intangible assets | ||
2022 | $ 3,915 | |
2023 | 3,915 | |
2024 | 3,462 | |
2025 | 802 | |
2026 | 802 | |
Thereafter | 1,728 | |
Total | $ 14,624 | $ 18,452 |
Debt - 2019 Convertible Notes (
Debt - 2019 Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Debt amount outstanding | $ 15,000 | |||
Series B-1 | ||||
Debt Instrument [Line Items] | ||||
Conversion price | $ 8.69176 | |||
Number of shares into which debt is converted | 8,949 | |||
2019 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Conversion price | $ 12.4168 | |||
Debt amount outstanding | $ 2,500 | |||
Debt Conversion, Original Debt, Principal Amount | $ 111 |
Debt - 2020 Convertible Notes (
Debt - 2020 Convertible Notes (Details) - USD ($) | 1 Months Ended | ||
May 31, 2021 | Nov. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt amount outstanding | $ 15,000,000 | ||
2020 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt amount outstanding | $ 1,750,000 | ||
Principal amount of debt repaid | $ 1,750,000 | ||
2020 Convertible Notes | Series B-1 | |||
Debt Instrument [Line Items] | |||
Principal amount of debt converted | $ 8,960,000 |
Debt - 2020 Loan and Security A
Debt - 2020 Loan and Security Agreement (Details) - USD ($) | 1 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt amount outstanding | $ 15,000,000 | ||
2020 Loan and Security Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 15,000,000 | ||
Principal amount of debt repaid | $ 15,000,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Number of years after opted to extend | 5 years | |
Sublease Income | $ 175 | $ 0 |
Rent and occupancy | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 3,337 | $ 2,215 |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining Lease term | 3 years 7 months 6 days | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining Lease term | 1 year |
Leases - Additional information
Leases - Additional information related to operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease right-of-use assets | $ 7,881 | $ 8,983 |
Operating lease liabilities, current | 5,367 | 3,536 |
Operating lease liabilities, noncurrent | $ 5,159 | $ 8,824 |
Weighted-average remaining lease term (in years) | 2 years | 3 years 4 months 24 days |
Weighted-average discount rate | 4.90% | 5.00% |
Leases - Future undiscounted le
Leases - Future undiscounted lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 5,762 | |
2023 | 4,030 | |
2024 | 936 | |
2025 | 393 | |
Lease Payment Obligation | ||
2022 | 5,762 | |
2023 | 4,030 | |
2024 | 936 | |
2025 | 393 | |
Total undiscounted lease payments | 11,121 | |
Sublease Income | ||
2022 | (349) | |
2023 | (349) | |
2024 | (349) | |
2025 | (204) | |
Total undiscounted lease payments | (1,251) | |
Net Lease Obligation | ||
2022 | 5,413 | |
2023 | 3,681 | |
2024 | 587 | |
2025 | 189 | |
Total undiscounted lease payments | 9,870 | |
Total undiscounted lease payments | 11,121 | |
Less: Imputed interest | 595 | |
Present value of future lease payments | 10,526 | |
Operating lease liabilities, current | 5,367 | $ 3,536 |
Operating lease liabilities, noncurrent | $ 5,159 | $ 8,824 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Percentage of matching contribution to the plan made by the company | 2.00% | |
Contribution to defined contribution plan | $ 456,000 | $ 67,000 |
Maximum employee contribution | 5,800 | |
Provision for a loss contingency | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - outstanding non-cancelable purchase obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies | |
2022 | $ 1,451 |
2023 | 1,202 |
2024 | 1,414 |
2025 | 1,676 |
2026 | 1,976 |
Total | $ 7,719 |
Off Balance Sheet Items (Detail
Off Balance Sheet Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Transaction based expenses | ||
Fund insurance expense | $ 274 | $ 1,121 |
Fund management expenses | 371 | 264 |
Professional services | ||
Fund audit fee | $ 797 | $ 435 |
Capitalization - Convertible Pr
Capitalization - Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||||
Payments of deferred offering costs | $ 4,954 | ||||
Number of Shares Authorized | 27,799,267 | 22,520,015 | |||
Series B-1 | |||||
Temporary Equity [Line Items] | |||||
Number of shares issued | 4,072,904 | 8,949 | 3,562,869 | ||
Exercise price per share | $ 12.4168 | $ 12.4168 | $ 12.4168 | $ 12.4168 | |
Aggregate purchase price | $ 50,573 | $ 44,239 | |||
Payments of deferred offering costs | $ 2,838 | $ 2,713 | |||
Number of shares issued upon conversion of notes | 1,143,624 | ||||
Conversion price | $ 8.69176 | ||||
Conversion price as a percentage of original issuance price | 70.00% | ||||
Principal and interest of Convertible notes | $ 111 | ||||
Number of Shares Authorized | 15,949,487 | 10,435,129 | |||
Series B-2 | |||||
Temporary Equity [Line Items] | |||||
Number of shares issued | 132,127 | ||||
Exercise price per share | $ 12.4168 | $ 12.4168 | |||
Aggregate purchase price | $ 1,640 | ||||
Number of Shares Authorized | 805,360 | 805,360 | |||
Junior convertible preferred stock | |||||
Temporary Equity [Line Items] | |||||
Number of shares issued | 2,313,623 | ||||
Exercise price per share | $ 12.4168 | $ 12.4168 | $ 12.4168 | ||
Number of Shares Authorized | 3,313,623 | 4,354,089 |
Capitalization - Summary of sha
Capitalization - Summary of shares of common stock reserved for future issuance (Details) - USD ($) | Dec. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Temporary Equity [Line Items] | |||||
Number of Shares Authorized | 27,799,267 | 22,520,015 | |||
Number of Shares Outstanding | 23,668,198 | 15,717,345 | |||
Class A ordinary shares subject to possible redemption | $ 246,056,000 | $ 156,848,000 | |||
Aggregate liquidation preference | $ 271,845 | $ 173,122 | |||
Series AA | |||||
Temporary Equity [Line Items] | |||||
Ordinary share price | $ 3.0817 | $ 3.0817 | |||
Number of Shares Authorized | 1,114,988 | 1,114,988 | |||
Number of Shares Outstanding | 1,114,988 | 1,114,988 | |||
Class A ordinary shares subject to possible redemption | $ 3,435,000 | $ 3,435,000 | |||
Aggregate liquidation preference | $ 3,435,000 | $ 3,435,000 | |||
Series B | |||||
Temporary Equity [Line Items] | |||||
Ordinary share price | $ 10.6592 | $ 10.6592 | |||
Number of Shares Authorized | 6,615,809 | 6,615,809 | |||
Number of Shares Outstanding | 6,615,809 | 6,615,809 | |||
Class A ordinary shares subject to possible redemption | $ 70,045,000 | $ 70,045,000 | |||
Aggregate liquidation preference | $ 70,519,000 | $ 70,519,000 | |||
Series B-1 | |||||
Temporary Equity [Line Items] | |||||
Ordinary share price | $ 12.4168 | $ 12.4168 | $ 12.4168 | $ 12.4168 | |
Number of Shares Authorized | 15,949,487 | 10,435,129 | |||
Number of Shares Outstanding | 13,491,651 | 5,672,925 | |||
Class A ordinary shares subject to possible redemption | $ 150,553,000 | $ 62,985,000 | |||
Aggregate liquidation preference | $ 167,523,000 | $ 70,440,000 | |||
Series B-2 | |||||
Temporary Equity [Line Items] | |||||
Ordinary share price | $ 12.4168 | $ 12.4168 | |||
Number of Shares Authorized | 805,360 | 805,360 | |||
Number of Shares Outstanding | 132,127 | ||||
Class A ordinary shares subject to possible redemption | $ 1,640,000 | ||||
Aggregate liquidation preference | $ 1,640,000 | ||||
Junior convertible preferred stock | |||||
Temporary Equity [Line Items] | |||||
Ordinary share price | $ 12.4168 | $ 12.4168 | $ 12.4168 | ||
Number of Shares Authorized | 3,313,623 | 4,354,089 | |||
Number of Shares Outstanding | 2,313,623 | 2,313,623 | |||
Class A ordinary shares subject to possible redemption | $ 20,383,000 | $ 20,383,000 | |||
Aggregate liquidation preference | $ 28,728,000 | $ 28,728,000 |
Capitalization - Liquidation Pr
Capitalization - Liquidation Preference (Details) | 12 Months Ended | |
Dec. 31, 2021itemVote$ / shares | Dec. 31, 2020item | |
Temporary Equity [Line Items] | ||
Dividends declared | $ / shares | $ 0 | |
Number of votes for each share of common stock into which temporary equity can be converted | Vote | 1 | |
Series AA | ||
Temporary Equity [Line Items] | ||
Liquidation preference per share | $ / shares | $ 3.0817 | |
Series B | ||
Temporary Equity [Line Items] | ||
Liquidation preference per share | $ / shares | $ 10.6592 | |
Holders of preferred stock who are entitled to appoint number of member of the board of directors | item | 1 | |
Number of member of board of directors who was elected by holders of preferred stock | item | 1 | 1 |
Series B-1 | ||
Temporary Equity [Line Items] | ||
Liquidation preference per share | $ / shares | $ 12.4168 | |
Holders of preferred stock who are entitled to appoint number of member of the board of directors | item | 1 | |
Number of member of board of directors who was elected by holders of preferred stock | item | 4 | 1 |
Series B-2 | ||
Temporary Equity [Line Items] | ||
Liquidation preference per share | $ / shares | $ 12.4168 | |
Junior convertible preferred stock | ||
Temporary Equity [Line Items] | ||
Liquidation preference per share | $ / shares | $ 12.4168 | |
Dividends rate | 6.00% | |
Holders of preferred stock who are entitled to appoint number of member of the board of directors | item | 2 | |
Number of member of board of directors who was elected by holders of preferred stock | item | 2 | 2 |
Capitalization (Details)
Capitalization (Details) | 12 Months Ended | ||
Dec. 31, 2021itemVoteshares | Dec. 31, 2020itemshares | Apr. 30, 2021shares | |
Common Stock | |||
Class of Stock [Line Items] | |||
Number of classes of common stock | item | 4 | ||
Number of capital stock authorized | shares | 82,604,627 | 76,182,515 | |
Common stock, authorized | shares | 54,805,360 | 53,662,500 | |
Number of votes per share | Vote | 1 | ||
Number of votes per share with respect to votes of one or more classes of common stock only | Vote | 1 | ||
Number of members of board of directors who are entitled to be elected by holders of common stock | item | 4 | ||
Number of members of board of directors elected by holders of common stock | item | 2 | 2 | |
Class EE-I common stock | |||
Class of Stock [Line Items] | |||
Number of capital stock authorized | shares | 82,604,627 | ||
Common stock, conversion ratio into another class of common stock | 1 | ||
Common stock, conversion ratio into shares of preferred stock | 1 | ||
Class AA common stock | |||
Class of Stock [Line Items] | |||
Common stock, conversion ratio into another class of common stock | 1 | 1 | |
Maximum number of shares that may be converted | shares | 600,000 | ||
Class EE-2 Common Stock | |||
Class of Stock [Line Items] | |||
Number of votes per share | Vote | 20 | ||
Number of votes per share with respect to common stock voting together with any shares of Preferred Stock | Vote | 1 |
Capitalization - Common stock R
Capitalization - Common stock Reserved (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Capitalization | ||
Conversion of convertible preferred stock | 27,799,267 | 22,520,015 |
Warrants to purchase convertible preferred stock | 1,133,725 | 1,133,725 |
Warrants to purchase common stock | 74,895 | 74,895 |
Shares available for grant under 2018 Stock Plan | 363,095 | 1,861,856 |
Stock options issued and outstanding under 2018 Stock Plan | 5,031,310 | 3,209,063 |
Total shares of common stock reserved | (34,402,292) | (28,799,554) |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Oct. 31, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | |||||
Contractual term | 5 years | 10 years | 5 years | ||
Change in fair value of warrant liabilities | $ 6,064 | $ 292 | |||
Junior Preferred Stock | |||||
Warrants | |||||
Number of warrants to purchase shares issued | 1,000,000 | ||||
Exercise price of warrants | $ 12.4168 | ||||
Change in fair value of warrant liabilities | 3,472 | 244 | |||
Fixed monetary amount | $ 5,000 | ||||
Series B-1 Preferred Stock Warrants | |||||
Warrants | |||||
Percentage of coverage to purchase warrants | 5.00% | ||||
Convertible preferred stock conversion price | $ 12.4168 | $ 12.4168 | |||
Number of warrants to purchase shares issued | 1,125 | ||||
Change in fair value of warrant liabilities | $ 2,592 | $ 48 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock options activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation | |||
Number of shares available for grant | 363,095 | 1,861,856 | |
Stock options | |||
Balance at the beginning | 3,209,063 | ||
Balance at the end | 5,031,310 | 3,209,063 | |
Vested and exercisable as of December 31, 2021 | 463,816 | 1,375 | |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 9 years 2 months 12 days | ||
Vested and exercisable as of ending of year | 8 years 3 months 18 days | ||
Aggregate intrinsic value | |||
Outstanding | $ 120,491,000 | $ 16,094,000 | $ 2,817,000 |
Vested and exercisable as of ending of year | $ 36,579,000 | ||
Weighted-average grant date fair value of stock options granted | $ 4,034 | $ 3,701 | |
Share-based compensation expense | $ 0 | ||
Future share-based compensation for unvested stock options | $ 19,628,000 | ||
Weighted-average Period | 2 years 9 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 14,161,000 | $ 1,030,000 | |
2018 Equity Incentive Plan | |||
Share-Based Compensation | |||
Number of shares authorized | 8,209,568 | 6,672,721 | |
Number of shares available for grant | 363,095 | 1,861,856 | |
Stock options | |||
Share-Based Compensation | |||
Vesting period (in years) | 4 years | ||
Vesting expiration period | 10 years | ||
Aggregate intrinsic value | |||
Weighted-average grant date fair value of stock options granted | $ 9.05 | $ 2.54 | |
Share-based compensation expense | $ 6,433,000 | $ 3,558,000 | |
Stock options | 2018 Equity Incentive Plan | |||
Stock options | |||
Balance at the beginning | 3,209,063 | 1,081,579 | |
Granted | 3,457,020 | 3,251,443 | |
Exercised | (1,247,236) | (307,778) | |
Cancelled/Forfeited/Expired | (387,537) | (816,181) | |
Balance at the end | 5,031,310 | 3,209,063 | 1,081,579 |
Vested and exercisable as of December 31, 2021 | 1,284,624 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price | $ 2.33 | ||
Balance at the beginning | 1.57 | $ 2.31 | |
Balance at the end | 6.85 | 1.57 | $ 2.31 |
Granted | 9.37 | 2.60 | |
Exercised | 1.68 | 1.56 | |
Cancelled/Forfeited/Expired | 2 | $ 2.03 | |
Vested and exercisable as of December 31, 2021 | $ 2.33 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 9 years 1 month 6 days | 8 years 10 months 24 days | |
Restricted Stock Awards | |||
Share-Based Compensation | |||
Vesting period (in years) | 4 years | ||
Aggregate intrinsic value | |||
Weighted-average grant date fair value of stock options granted | $ 1.78 | $ 1.69 | |
Share-based compensation expense | $ 890,000 | $ 915,000 | |
Weighted-average Period | 4 months 28 days |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation assumption (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 19.07 | ||
Expected term (years) | 5 years 3 months 18 days | ||
Expected volatility | 40.00% | ||
Risk-free interest rate | 0.70% | ||
Expected dividend yield | 0.00% | ||
Fair value (Per share) | $ 19.07 | ||
Unrecognized compensation expense | $ 7,100,000 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | |
Stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 8.80 | $ 3.41 | |
Expected term (years) | 5 years 1 month 6 days | 5 years | |
Expected volatility | 40.00% | 37.00% | |
Risk-free interest rate | 0.70% | 0.30% | |
Fair value (Per share) | $ 8.80 | $ 3.41 | |
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 21.29 | $ 6.59 | |
Expected term (years) | 7 years | 6 years 2 months 12 days | |
Expected volatility | 41.40% | 41.70% | |
Risk-free interest rate | 1.30% | 0.80% | |
Fair value (Per share) | $ 21.29 | $ 6.59 | |
Performance and Market Condition Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of options | $ 7.10 | ||
Performance and Market Condition Options | Class AA common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share options issued | 1,000,000 | ||
Exercise price per share | $ 12.4168 | ||
Total sale proceeds if options were vested | $ 250,000,000 | ||
Performance and Market Condition Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Discount rate to calculate NPV | 20.00% | ||
Performance and Market Condition Options | Minimum | Class AA common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 31.0420 | ||
Fair value (Per share) | $ 31.0420 | ||
Performance and Market Condition Options | Median | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Discount rate to calculate NPV | 30.00% | ||
Performance and Market Condition Options | Median | Class AA common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 46.5630 | ||
Fair value (Per share) | $ 46.5630 | ||
Performance and Market Condition Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Discount rate to calculate NPV | 35.00% | ||
Performance and Market Condition Options | Maximum | Class AA common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 62.0840 | ||
Fair value (Per share) | $ 62.0840 |
Share-Based Compensation - Earl
Share-Based Compensation - Early Exercised Options (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested balance as of beginning of year | 20,940 | 86,032 | |
Exercised | 463,816 | 1,375 | |
Repurchased | (13,876) | (42,073) | |
Vested | (88,841) | (24,394) | |
Unvested balance as of end of the year | 382,039 | 20,940 | |
Share based Compensation Arrangement By Share based Payment Award Options Nonvested Carrying Value [Abstract] | |||
Unvested balance as of beginning of year | $ 36,000 | $ 115,000 | |
Exercised | 917,000 | 2,000 | |
Repurchased | (23,000) | (49,000) | |
Vested | (145,000) | (32,000) | |
Unvested balance as of end of the year | 785,000 | 36,000 | |
Share-based compensation expense | 0 | ||
Vesting condition one | |||
Share based Compensation Arrangement By Share based Payment Award Options Nonvested Carrying Value [Abstract] | |||
Share-based compensation expense | 1,233,000 | ||
Class A Common Stock | |||
Share based Compensation Arrangement By Share based Payment Award Options Nonvested Carrying Value [Abstract] | |||
Fair value of share-based compensation expense | 4,311,000 | 119,000 | |
Class AA common stock | Directors [Member] | |||
Share based Compensation Arrangement By Share based Payment Award Options Nonvested Carrying Value [Abstract] | |||
Number of share options issued | 160,000 | ||
Share Price | $ 16.97 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from unvested shares | 785,000 | 36,000 | |
Share based Compensation Arrangement By Share based Payment Award Options Nonvested Carrying Value [Abstract] | |||
Share-based compensation expense | $ 6,433,000 | $ 3,558,000 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Awards | ||
Unvested balance as of beginning of year | 20,940 | 86,032 |
Vested | (88,841) | (24,394) |
Unvested balance as of end of the year | 382,039 | 20,940 |
Weighted -average Grant Date Fair Value | ||
Vested | $ 4,034 | $ 3,701 |
Share- based compensation expense | $ 0 | |
Weighted-average Period | 2 years 9 months | |
Restricted Stock Awards | ||
Restricted Stock Awards | ||
Unvested balance as of beginning of year | 1,398,426 | 1,940,130 |
Vested | (500,000) | (541,704) |
Unvested balance as of end of the year | 898,426 | 1,398,426 |
Weighted -average Grant Date Fair Value | ||
Unvested balance as of beginning of year | $ 1.02 | $ 1.21 |
Vested | 1.78 | 1.69 |
Unvested balance as of end of the year | $ 0.60 | $ 1.02 |
Share- based compensation expense | $ 890,000 | $ 915,000 |
Unrecognized expense | $ 371,000 | |
Vesting period (in years) | 4 years | |
Weighted-average Period | 4 months 28 days |
Income Taxes - Components of th
Income Taxes - Components of the loss before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Domestic | $ (16,496) | $ (9,554) |
Foreign | (1,617) | (961) |
Loss before provision for income taxes | $ (18,113) | $ (10,515) |
Income Taxes - Components of _2
Income Taxes - Components of the provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense (benefit): | ||
Federal | $ (818) | |
State | $ 50 | 15 |
Total current expense (benefit) | 50 | (803) |
Deferred expense (benefit): | ||
Federal | 264 | |
State | 72 | |
Total deferred expense (benefit) | 336 | |
Total provision for (benefit from) income taxes | $ 386 | $ (803) |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation setting forth the differences between the effective tax rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Tax provision (benefit) at U.S. statutory rate | (21.00%) | (21.00%) |
State income taxes | 2.30% | 1.20% |
Foreign taxes in excess of the U.S. statutory rate | (0.40%) | (1.90%) |
Change of valuation allowance | (13.20%) | (5.00%) |
Change in fair value of warrant liabilities | (7.10%) | |
Share-based compensation | (8.60%) | (7.40%) |
Attribute carryback | 1.90% | |
Tax credits | 4.80% | |
Other | (0.90%) | (2.20%) |
Tax expense (benefit) | (2.10%) | 7.60% |
Tax provision (benefit) at U.S. statutory rate | $ (3,804) | $ (2,209) |
State income taxes | (409) | (127) |
Foreign taxes in excess of the U.S. statutory rate | 74 | 202 |
Change of valuation allowance | 2,397 | 525 |
Change in fair value of warrant liabilities | 1,275 | |
Share-based compensation | 1,548 | 779 |
Attribute carryback | (203) | |
Tax credits | (862) | |
Other | 167 | 230 |
Tax expense (benefit) | $ (386) | $ 803 |
Income Taxes - Significant comp
Income Taxes - Significant components of the Company's consolidated deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Accrued compensation | $ 3,074 | $ 1,772 |
Operating lease liability | 2,829 | 3,173 |
Share-based compensation | 804 | 317 |
Net operating loss carryforwards | 11,187 | 11,040 |
Allowance for bad debt | 413 | 395 |
Interest expense limitation | 19 | 375 |
Tax credits | 862 | |
Other | 62 | 145 |
Total deferred tax assets | 19,250 | 17,217 |
Deferred tax liabilities | ||
Depreciation and amortization | (3,089) | (2,718) |
Operating lease assets | (2,148) | (2,306) |
Total deferred tax assets (liabilities) | 14,013 | 12,193 |
Valuation allowance | (14,436) | (12,278) |
Net deferred tax assets (liabilities) | (423) | (85) |
Amount of valuation allowance increased | 2,157 | 10,123 |
Foreign net operating loss carryforwards | 34,877 | |
Foreign net operating loss carryforwards subject to expiry | 11,130 | |
State net operating loss carryforwards | 30,679 | $ 13,627 |
Foreign net operating loss carryforwards not subject to expiry | $ 505 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the beginning and ending amount of uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Unrecognized Tax Benefits, Beginning Balance | $ 43 | $ 34 |
Additions for current year items | 115 | 9 |
Additions for prior year items | 269 | |
Unrecognized Tax Benefits, Ending Balance | $ 427 | $ 43 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and diluted loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (18,499) | $ (9,712) |
Net loss attributable to common stockholders diluted | $ (18,499) | $ (9,712) |
Denominator: | ||
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic | 17,386,008 | 11,946,614 |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted | 17,386,008 | 11,946,614 |
Net loss per share attributable to common stockholders, basic | $ (1.06) | $ (0.81) |
Net loss per share attributable to common stockholders, diluted | $ (1.06) | $ (0.81) |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially dilutive shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 33,558,803 | 24,934,045 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 1,714,765 | |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 23,668,198 | 15,717,345 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 5,031,310 | 3,209,063 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 74,895 | 74,895 |
Warrants to purchase convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 1,133,725 | 1,133,725 |
Common stock subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities attributable to warrants (in shares) | 3,650,675 | 3,084,252 |
Related Party Transactions - De
Related Party Transactions - Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2019 | |
Related Party Transactions | ||||||
Amount due from related party | $ 2,400 | |||||
Placement fee revenue | $ 1,186 | |||||
Insurance premium Paid | 274 | 1,121 | ||||
Fees to financial technology partners | 4,930 | 3,466 | ||||
Related party transaction amount of rent paid | $ 377 | $ 377 | ||||
Convertible notes payable | $ 2,400 | |||||
Related party transaction, number of shares issued upon exchange of notes receivable | 391,042 | 391,042 | 285,903 | |||
Related party transaction amount of shares issued upon exchange of notes receivable | $ 626 | $ 626 | $ 457 | |||
Debt instrument term | 7 years | |||||
Interest rate | 0.38% | |||||
Maximum | ||||||
Related Party Transactions | ||||||
Debt instrument term | 9 years | 9 years | ||||
Interest rate | 0.62% | 0.62% | ||||
Minimum | ||||||
Related Party Transactions | ||||||
Debt instrument term | 7 years | 7 years | ||||
Interest rate | 0.52% | 0.52% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 21, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock shares reserved for the issuance of awards | 34,402,292 | 28,799,554 | |
2018 Equity Incentive Plan | |||
Subsequent Event [Line Items] | |||
Number of shares authorized | 8,209,568 | 6,672,721 | |
2022 Equity Incentive Plan | Forge Global Holdings, Inc. | |||
Subsequent Event [Line Items] | |||
Percentage of annual increase in common stock reserved and available for issuance as per the condition one | 3.00% | ||
2022 Employee Stock Purchase Plan | Forge Global Holdings, Inc. | |||
Subsequent Event [Line Items] | |||
Percentage of annual increase in common stock reserved and available for issuance as per the condition one | 1.00% | ||
Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Transaction bonus | $ 15,800,000 | ||
Minimum total value of Retention Equity Grants | $ 15,800,000 | ||
Lock up period of Retention Equity Grants | 6 months | ||
Total purchase obligations, 2022 | $ 915,000 | ||
Total purchase obligations, after 2022 | 54,000 | ||
Annual premium of D&O insurance policy | 5,600,000 | ||
Subsequent Events [Member] | Merger Agreement | |||
Subsequent Event [Line Items] | |||
Gross Proceeds From Reverse Recapitalization | 215,600,000 | ||
Subsequent Events [Member] | Loan Offset Agreement | |||
Subsequent Event [Line Items] | |||
Outstanding balance of promissory notes | $ 5,500,000 | ||
Subsequent Events [Member] | Motive Capital Corp. | Subscription Agreements | PIPE Investors | |||
Subsequent Event [Line Items] | |||
Number Of Shares Agreed to Issue and Sell | 6,800,000 | ||
Price per share | $ 10 | ||
Expected gross proceeds | $ 68,000,000 | ||
Subsequent Events [Member] | Motive Capital Corp. | Forward Purchase Agreement | |||
Subsequent Event [Line Items] | |||
Number Of Shares Agreed to Issue and Sell | 14,000,000 | ||
Price per share | $ 10 | ||
Expected gross proceeds | $ 140,000,000 | ||
Subsequent Events [Member] | 2018 Equity Incentive Plan | |||
Subsequent Event [Line Items] | |||
Number of options granted | 0 | ||
Subsequent Events [Member] | 2022 Equity Incentive Plan | |||
Subsequent Event [Line Items] | |||
Number of options granted | 0 | ||
Subsequent Events [Member] | 2022 Equity Incentive Plan | Forge Global Holdings, Inc. | |||
Subsequent Event [Line Items] | |||
Common stock shares reserved for the issuance of awards | 12,899,504 | ||
Term of annual increase in common stock reserved and available for issuance | 10 years | ||
Subsequent Events [Member] | 2022 Employee Stock Purchase Plan | Forge Global Holdings, Inc. | |||
Subsequent Event [Line Items] | |||
Number of shares authorized | 4,072,000 |
Valuation And Qualifying Acco_3
Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | ||
Activity of the allowance for doubtful accounts, valuation allowance on deferred tax assets and loans receivable from related party | ||
Balance at beginning of period | $ 1,538 | $ 1,114 |
Charged (credited) to expenses | 424 | |
Charges utilized/ Write-offs | 21 | |
Balance at end of period | 1,517 | 1,538 |
Valuation allowance on deferred tax assets | ||
Activity of the allowance for doubtful accounts, valuation allowance on deferred tax assets and loans receivable from related party | ||
Balance at beginning of period | 12,278 | 2,156 |
Additions from acquisition | (9,401) | |
Charged (credited) to expenses | (2,158) | (721) |
Balance at end of period | $ 14,436 | $ 12,278 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 74,781,000 | $ 40,577,000 |
Prepaid expenses | 3,162,000 | 2,707,000 |
Total current assets | 88,085,000 | 91,354,000 |
Total Assets | 257,895,000 | 258,502,000 |
Current liabilities: | ||
Accounts payable | 1,920,000 | 2,612,000 |
Total current liabilities | 38,023,000 | 68,383,000 |
Total liabilities | 64,479,000 | 109,153,000 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10.00 per share at December 31, 2021 and 2020 | 246,056,000 | 156,848,000 |
Stockholders' deficit: | ||
Accumulated deficit | (78,559,000) | (60,060,000) |
Total stockholders' deficit | (52,640,000) | (7,499,000) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 257,895,000 | 258,502,000 |
Motive Capital | ||
Current assets: | ||
Cash | 254,726 | 1,674,650 |
Prepaid expenses | 274,234 | 651,605 |
Total current assets | 528,960 | 2,326,255 |
Cash and Investments held in Trust Account | 414,111,439 | 414,020,525 |
Total Assets | 414,640,399 | 416,346,780 |
Current liabilities: | ||
Accounts payable | 4,358,705 | 961 |
Accrued expenses | 1,089,571 | 415,560 |
Total current liabilities | 5,448,276 | 416,521 |
Deferred underwriting commissions | 14,490,000 | 14,490,000 |
Derivative liabilities | 24,430,400 | 40,532,280 |
Total liabilities | 44,368,676 | 55,438,801 |
Commitments and Contingencies | ||
Stockholders' deficit: | ||
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (43,729,312) | (53,093,056) |
Total stockholders' deficit | (43,728,277) | (53,092,021) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 414,640,399 | 416,346,780 |
Class A Ordinary Shares Subject to Redemption | Motive Capital | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10.00 per share at December 31, 2021 and 2020 | 414,000,000 | 414,000,000 |
Class A Ordinary Shares Not Subject to Redemption | Motive Capital | ||
Stockholders' deficit: | ||
Common stock | ||
Class B Common Stock | Motive Capital | ||
Stockholders' deficit: | ||
Common stock | $ 1,035 | $ 1,035 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Dec. 10, 2020 | Sep. 30, 2020 |
Convertible preferred stock, par value | $ 0.00001 | $ 0.00001 | |||
Convertible preferred stock, authorized | 27,799,267 | 22,520,015 | |||
Convertible preferred stock, issued | 23,668,198 | 15,717,345 | |||
Convertible preferred stock, outstanding | 23,668,198 | 15,717,345 | |||
Aggregate liquidation preference | $ 271,845 | $ 173,122 | |||
Motive Capital | |||||
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Motive Capital | Over-allotment option | |||||
Purchase price, per unit | $ 10 | ||||
Class A Ordinary Shares Subject to Redemption | Motive Capital | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, issued | 41,400,000 | 41,400,000 | 41,400,000 | ||
Common stock, outstanding | 41,400,000 | 41,400,000 | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, issued | 41,400,000 | 41,400,000 | |||
Convertible preferred stock, outstanding | 41,400,000 | 41,400,000 | |||
Purchase price, per unit | $ 10 | $ 10 | |||
Class A Ordinary Shares Not Subject to Redemption | Motive Capital | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 500,000,000 | 500,000,000 | |||
Common stock, outstanding | 0 | 0 | 0 | ||
Class B Common Stock | Motive Capital | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common stock, issued | 10,350,000 | 10,350,000 | 10,350,000 | ||
Common stock, outstanding | 10,350,000 | 10,350,000 | 1,725,000 | 10,350,000 | |
Class AA common stock | |||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||
Common stock, authorized | 54,000,000 | 52,000,000 | |||
Common stock, issued | 20,269,864 | 21,110,877 | |||
Common stock, outstanding | 20,269,864 | 21,110,877 | |||
Class AA1 common stock member | |||||
Common stock, authorized | 805,360 | 0 | |||
Common stock, issued | 0 | 0 | |||
Common stock, outstanding | 0 | 0 | |||
Class EE-1 | |||||
Common stock, authorized | 0 | 105,000 | |||
Common stock, issued | 0 | 105,000 | |||
Common stock, outstanding | 0 | 105,000 | |||
Class EE-2 | |||||
Common stock, authorized | 0 | 1,557,500 | |||
Common stock, issued | 0 | 1,557,500 | |||
Common stock, outstanding | 0 | 1,557,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 4,358,000 | |
Loss from operations | (9,789,000) | |
Other income (expense) | ||
Change in fair value of derivative liabilities | (6,064,000) | |
Net income (loss) | $ (18,499,000) | |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic | 17,386,008 | |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted | 17,386,008 | |
Net income (loss) per share attributable to common stockholders, basic | $ (1.06) | |
Net income (loss) per share attributable to common stockholders, diluted | $ (1.06) | |
Motive Capital | ||
General and administrative expenses | $ 35,004 | $ 6,829,050 |
Loss from operations | (35,004) | (6,829,050) |
Other income (expense) | ||
Change in fair value of derivative liabilities | (10,659,080) | 16,101,880 |
Transaction costs - derivative liabilities | (1,126,070) | |
Gain on marketable securities, dividends and interest held in Trust Account | 20,525 | 90,914 |
Net income (loss) | $ (11,799,629) | $ 9,363,744 |
Class A Ordinary Shares Subject to Redemption | Motive Capital | ||
Other income (expense) | ||
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic | 7,650,000 | 41,400,000 |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted | 7,650,000 | 41,400,000 |
Net income (loss) per share attributable to common stockholders, basic | $ (0.66) | $ 0.18 |
Net income (loss) per share attributable to common stockholders, diluted | $ (0.66) | $ 0.18 |
Class B Ordinary Shares Not Subject to Redemption | Motive Capital | ||
Other income (expense) | ||
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic | 10,350,000 | 10,350,000 |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted | 10,350,000 | 10,350,000 |
Net income (loss) per share attributable to common stockholders, basic | $ (0.66) | $ 0.18 |
Net income (loss) per share attributable to common stockholders, diluted | $ (0.66) | $ 0.18 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Common StockMotive CapitalCommon Stock | Class B Common StockMotive CapitalCommon Stock | Convertible preferred stock | Motive CapitalAdditional Paid-in Capital | Motive CapitalAccumulated Deficit | Motive Capital | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2019 | $ 0 | [1] | $ 2,785,000 | $ (50,348,000) | $ (47,563,000) | ||||||
Balance at beginning (in shares) at Dec. 31, 2019 | 13,635,614 | ||||||||||
Net income (loss) | (9,712,000) | (9,712,000) | |||||||||
Issuance of Class AA common stock upon exercise of vested stock options | 21,000 | 21,000 | |||||||||
Issuance of Class AA common stock upon early exercise of unvested stock options (in shares) | 20,500 | ||||||||||
Repurchase of early exercised stock options (in shares) | 287,278 | ||||||||||
Issuance of Class AA common stock in connection with Shares Post acquisition | 44,817,000 | 44,817,000 | |||||||||
Issuance of Class AA common stock in connection with Shares Post acquisition (in shares) | (13,915) | ||||||||||
Issuance of convertible preferred stock (in shares) | (9,015,140) | ||||||||||
Issuance of Junior convertible preferred stock in connection with Shares Post acquisition (Shares) | 2,313,623 | ||||||||||
Vesting of early exercised stock options | 32,000 | 32,000 | |||||||||
Share-based compensation expense | 4,906,000 | 4,906,000 | |||||||||
Balance at the end at Dec. 31, 2020 | $ 1,035 | $ (53,093,056) | $ (53,092,021) | 52,561,000 | (60,060,000) | (7,499,000) | |||||
Balance at ending (in shares) at Dec. 31, 2020 | 10,350,000 | 22,773,377 | |||||||||
Balance at the beginning at Sep. 27, 2020 | $ 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Balance at beginning (in shares) at Sep. 27, 2020 | 0 | 0 | |||||||||
Net income (loss) | (11,799,629) | (11,799,629) | |||||||||
Issuance of Class B ordinary shares to Sponsor | $ 1,035 | 23,965 | 25,000 | ||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 10,350,000 | ||||||||||
Cash received in Private Placement in excess of initial fair value of Private Placement warrants | (664,800) | (664,800) | |||||||||
Accretion of Class A ordinary shares subject to possible redemption amount | $ (688,765) | (41,293,427) | (41,982,192) | ||||||||
Balance at the end at Dec. 31, 2020 | $ 1,035 | (53,093,056) | (53,092,021) | 52,561,000 | (60,060,000) | (7,499,000) | |||||
Balance at ending (in shares) at Dec. 31, 2020 | 10,350,000 | 22,773,377 | |||||||||
Net income (loss) | 9,363,744 | 9,363,744 | (18,499,000) | (18,499,000) | |||||||
Issuance of Class AA common stock upon early exercise of unvested stock options | 704,000 | 704,000 | |||||||||
Issuance of Class AA common stock upon early exercise of unvested stock options (in shares) | 413,172 | ||||||||||
Repurchase of early exercised stock options (in shares) | 834,064 | ||||||||||
Issuance of Class AA common stock in connection with Shares Post acquisition (in shares) | (3,736,873) | ||||||||||
Issuance of convertible preferred stock | (39,722,000) | (39,722,000) | |||||||||
Issuance of Series B-1 convertible preferred stock at $8.69 per share upon conversion of convertible notes and accrued interest (Shares) | 4,072,904 | ||||||||||
Vesting of early exercised stock options | 145,000 | 145,000 | |||||||||
Share-based compensation expense | 12,231,000 | 12,231,000 | |||||||||
Balance at the end at Dec. 31, 2021 | $ 1,035 | $ (43,729,312) | $ (43,728,277) | $ 25,919,000 | $ (78,559,000) | $ (52,640,000) | |||||
Balance at ending (in shares) at Dec. 31, 2021 | 10,350,000 | 20,269,864 | |||||||||
[1] | amount less than 1 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (18,499,000) | $ (9,712,000) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Share-based compensation | 12,231,000 | 4,906,000 | |
Depreciation and amortization | 5,390,000 | 2,406,000 | |
Amortization of right-of-use assets | 2,804,000 | 1,638,000 | |
Change in fair value of derivative warrant liabilities | 6,064,000 | 292,000 | |
Other | 107,000 | 886,000 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 382,000 | (3,386,000) | |
Prepaid expenses and other assets | (1,031,000) | (2,191,000) | |
Accounts payable | (692,000) | (1,683,000) | |
Accrued expenses and other current liabilities | (399,000) | 2,138,000 | |
Accrued compensation and benefits | 8,080,000 | 3,869,000 | |
Operating lease liabilities | (3,536,000) | (1,691,000) | |
Net cash used in operating activities | 10,901,000 | (2,528,000) | |
Cash Flows from Investing Activities: | |||
Cash paid for acquisitions, net of cash acquired | (13,114,000) | ||
Loan to SharesPost | (3,000,000) | ||
Purchases of property and equipment | (13,000) | ||
Capitalized internal-use software development costs | (1,054,000) | (1,149,000) | |
Payment of deferred payments related to IRA Services acquisition | (6,097,000) | ||
Net cash used in investing activities | (3,256,000) | (23,373,000) | |
Cash Flows from Financing Activities: | |||
Offering costs paid | (4,954,000) | ||
Proceeds from exercise of options | 1,621,000 | 24,000 | |
Proceeds from notes payable | 25,566,000 | ||
Repayment of notes payable | (19,438,000) | (27,688,000) | |
Cash paid to purchase equity awards | (23,000) | (49,000) | |
Net cash provided by financing activities | 26,581,000 | 39,380,000 | |
Net change in cash | 34,226,000 | 13,479,000 | |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 2,118,000 | 425,000 | |
Supplemental disclosure of noncash financing activities: | |||
Deferred payments related to SharesPost acquisition | 783,000 | ||
Forgiveness of loan to SharesPost in relation to acquisition | 3,000,000 | ||
Issuance of Junior convertible preferred stock in relation to SharesPost acquisition | 20,383,000 | ||
Issuance of Junior convertible preferred stock warrants in relation to SharesPost acquisition | 1,285,000 | ||
Issuance of Class AA common stock in relation to SharesPost acquisition | 44,817,000 | ||
Exchange of Class AA common stock for Series B convertible preferred stock | 39,722,000 | ||
Conversion of convertible notes into Series B-1 convertible preferred stock | 111,000 | 9,940,000 | |
Vesting of early exercised stock options and restricted stock awards | 145,000 | 32,000 | |
Warrant issued in connection with issuance of term loan | 151,000 | ||
Warrant issued in connection with issuance of convertible notes payable | 51,000 | ||
Motive Capital | |||
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (11,799,629) | 9,363,744 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Transaction cost - derivative liabilities | 1,126,070 | ||
Change in fair value of derivative warrant liabilities | 10,659,080 | (16,101,880) | |
Gain on marketable securities, dividends and interest held in Trust Account | (20,525) | (90,914) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (651,605) | 377,371 | |
Accounts payable | 961 | 4,357,744 | |
Accrued expenses | 5,560 | 674,011 | |
Net cash used in operating activities | (680,088) | (1,419,924) | |
Cash Flows from Investing Activities: | |||
Cash deposited in Trust Account | (414,000,000) | ||
Net cash used in investing activities | (414,000,000) | ||
Cash Flows from Financing Activities: | |||
Repayment of note payable to related parties | (130,492) | ||
Proceeds received from initial public offering, gross | 414,000,000 | ||
Offering costs paid | (8,619,770) | ||
Proceeds received from private placement | 11,080,000 | ||
Proceeds from issuance of ordinary shares to initial shareholders | 25,000 | ||
Net cash provided by financing activities | 416,354,738 | ||
Net change in cash | 1,674,650 | (1,419,924) | |
Cash - beginning of the period | 0 | 1,674,650 | |
Cash - end of the period | 1,674,650 | $ 254,726 | $ 1,674,650 |
Supplemental disclosure of noncash financing activities: | |||
Deferred underwriting commissions charged to additional paid-in capital in connection with initial public offering | 14,490,000 | ||
Offering costs included in accrued expenses | 410,000 | ||
Offering costs charged to additional paid-in capital in connection with the initial public offering | $ 880,262 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Motive Capital | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Motive Capital Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 the Company’s name was changed to Motive Capital Corp. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2021, the Company had not commenced any operations. Our entire activity from September 28, 2020 (inception) through December 31, 2021, was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search and due diligence for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating gain or loss from the change in fair value of derivative liabilities and non-operating income in the form of interest income, gain on marketable securities, and dividends from the proceeds of its Initial Public Offering and Private Placement described below. The registration statement for the company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,080,000. Transaction costs amounted to $23,650,262, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and approximately $900,000 of other offering costs. Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On September 13, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, FGI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”). The Merger Agreement provides for, among other things, the following transactions: (i) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share of the Company will convert automatically into one share of common stock, par value $0.0001 per share (the “Domesticated Company Common Stock”), (B) each outstanding Class B ordinary share of the Company will convert automatically into one share of Domesticated Company Common Stock, (C) each outstanding warrant to purchase one Class A ordinary share at an exercise price of $11.50 that was included in the Units sold as part of Company’s initial public offering (a “Public Warrant”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock (“Domesticated Company Public Warrant”), (D) each outstanding Private Placement Warrant issued to the Sponsor will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock and (E) each outstanding Unit of the Company, to the extent not already split by the holder thereof, convert automatically, into one share of Domesticated Company Common Stock and one-third Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by the Company or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domesticated Company Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration, which mix of cash and stock shall correspond to that elected by each of holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent (15%) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domesticated Company Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration multiplied by (B) the Exchange Ratio. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration) an aggregate of 140 million newly issued shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, in each case, with a deemed value of $10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock. As a result, at the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Support Agreement (the “Sponsor Agreement”) with the Sponsor, Forge and other holders of Company’s Class B ordinary shares pursuant to which the Sponsor and such holders of Class B ordinary shares have agreed to (i) vote all shares of the Company they own in favor of the transactions contemplated by the Merger Agreement, (ii) waive certain anti-dilution rights with respect to their Class B ordinary shares, and (iii) agree to certain lock-up provisions. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Stockholder Support Agreement (the “Stockholder Support Agreement”) with Forge and certain Forge shareholders (the “Supporting Shareholders”) pursuant to which the Supporting Shareholders agreed to vote in favor of the Merger and the transactions contemplated. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain Forward Purchase Agreement, dated as of November 24, 2020, by and between the Company, the Sponsor and certain affiliates of the Sponsor (the “Purchasers”; and such agreement the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, each composed of one share of Domesticated Company Common Stock and one-third of one Domesticated Company Public Warrant (a “Forward Purchase Unit”), and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, and certain Company and Forge stockholders will enter into a registration rights agreement pursuant to which, among other things, the Company will agree to undertake certain customary registration obligations in accordance with the Securities Act and certain subsequent related transactions and obligations. Pursuant to the Registration Rights Agreement, the Company will agree that, within 30 Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 6.85 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $68,500,000, concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary created in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $255,000 in the operating bank accounts, a working capital deficit of approximately $4.9 million and approximately $91,000 of interest income available in the Trust Account to pay for the Company’s tax obligations, if any. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no outstanding borrowings under the Working Capital Loans. Based on the foregoing, including the ability of the Company to draw upon the Working Capital Loans, Management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. Over this time period, the Company will be using the working capital funds for paying existing accounts payable, paying for travel expenditures, and structuring, negotiating and consummating the Initial Business Combination. In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 15, 2022. However, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may loan the Company funds as may be required (“Working Capital Loans”). Based on the foregoing, including the ability of the Company to draw upon the Working Capital Loans, Management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the consummation of the Business Combination, which the Company intends to complete by December 15, 2022. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Motive Capital | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2— Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and 2020 there were no cash equivalents not Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants, Private Placement Warrants and the forward purchase agreement are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of December 31, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 41,400,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the year ended December 31, 2021 and for the period from September 28, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Recent Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Motive Capital | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and one-third |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Motive Capital | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions_2
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | 15. Related Party Transactions The Company entered into client engagement agreements with certain companies to serve as exclusive transaction agent to help facilitate private purchases of shares of issuers. These companies are identified as related parties who are holders of either the Company's common stock or redeemable convertible preferred stock. The Company recognized $1,186 in placement fee revenue in the consolidated statements of operations and comprehensive loss for trade executed with these companies for the year ended December 31, 2021. The associated revenue recognized for the year ended December 31, 2020 is immaterial. The Company obtains insurance coverage from Munich Re, a shareholder of the Company, to indemnify Forge Investments for its contractual obligations to funds investors if shareholders fail to transfer ownership interests upon certain trigger events. During the years ended December 31, 2021 and 2020, the Company incurred $274 and $1,121 in insurance premiums, respectively, and are included in transaction-based expenses in the consolidated statements of operations and comprehensive loss. Financial Technology Partners LP (“Financial Technology Partners”), a shareholder of the Company, serves as financial and strategic advisor which advised the Company on its financing, merger and acquisition transactions. During the years ended December 31, 2021 and 2020, the Company incurred $4,930 and $3,466 in fees to Financial Technology Partners, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets. The Company leases one of its office spaces from the former owner of IRA Services. The former owner became a shareholder of the Company upon the acquisition of IRA Services which subsequently renamed as Forge Trust. IRA Services was a non-depository trust company authorized to act as a custodian of self-directed individual retirement accounts. The Company incurred $377 in rent to this shareholder during the years ended December 31, 2021 and 2020, respectively, and are included in rent and occupancy in the consolidated statements of operations and comprehensive loss. In October 2019, the Company issued convertible notes to investors, of which $2,400 was received from certain members of the Company’s board of directors and two key employees. As of December 31, 2020, the Company had $2,400 related party balance on the convertible notes outstanding under the 2019 Convertible Notes. The notes were fully repaid in January 2021 (Note 6). In October 2020, the Company issued 285,903 shares of Class AA common stock in exchange for a note receivable of $457 with certain related party for early exercise of options. The notes have a term of 7.0 years and bear interest at a rate of 0.38% per annum, compounded annually. In January and March 2021, the Company issued 391,042 shares of Class AA common stock in exchange for a note receivable of $626 with certain related party for early exercise of options. The notes have a term of 7.0 years to 9.0 years, and bear interest at a rate from 0.52% to 0.62% per annum, compounded annually. These loans have not been paid as of December 31, 2021. The Company did not recognize the promissory notes as notes receivables on its consolidated balance sheets as the notes are nonrecourse in their entirety and are not aligned with a corresponding percentage of the underlying shares. |
Motive Capital | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares include an aggregate of up to 1,350,000 shares The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no outstanding borrowings under the Working Capital Loans. Promissory Note — Related Party On October 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The Company borrowed an aggregate of $130,492 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020. Subsequent to the repayment, the facility was no longer available to the Company. Administrative Support Agreement The Company entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of December 31, 2021, the Company did not incur any fees for the administrative support. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid. |
Commitments and Contingencies_3
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | 8. Commitments and Contingencies The Company is subject to claims and lawsuits in the ordinary course of business, including arbitration, class actions and other litigation, some of which include claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies. The Company reviews its lawsuits, regulatory inquiries and other legal proceedings on an ongoing basis and provide disclosures and record loss contingencies in accordance with the loss contingencies accounting guidance. The Company establishes an accrual for losses at management’s best estimate when the Company assesses that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If no amount within the range is considered a better estimate than any other amount, an accrual for losses is recorded based on the bottom amount of the range. Accrual for loss contingencies are recorded in accounts payable and accrued expenses and other current liabilities on the consolidated balance sheets and expensed in general and administrative expenses in our consolidated statements of operations and comprehensive loss. The Company monitors these matters for developments that would affect the likelihood of a loss and the accrued amount, if any, and adjusts the amount as appropriate. Legal Proceeding On January 7, 2022, the Shareholder Representative of SharesPost (the “ Plaintiff Agreement 401(k) Plan The Company has established a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code for all of its U.S. employees, including executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service. The Company matches 2% of every dollar contributed to the plan by employees, including executive officers, up to a maximum of $5.8 . During the years ended December 31, 2021 and 2020, the Company contributed $456 and $67 , respectively, to the defined contribution plan, respectively. Non-Cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties mainly for liability insurance and software products and services. As of December 31, 2021, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows: Amount 2022 $ 1,451 2023 1,202 2024 1,414 2025 1,676 2026 1,976 Total $ 7,719 |
Motive Capital | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The Over-Allotment was exercised in on closing the Initial Public Offering. The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Motive Capital | |
Derivative Liabilities | Note 7 — Derivative Liabilities As of December 31, 2021 and 2020, the Company had outstanding 13,800,000 Public Warrants, 7,386,667 Private Placement Warrants and a forward purchase agreement, covering up to 14,000,000 forward purchase units. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 60 60 Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days prior written notice of redemption to each warrant holder; and if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders ● (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Forward Purchase Agreement Concurrent with the execution of the Merger Agreement, the Company entered into the A&R Forward Purchase Agreement. Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, and up to an additional 9,000,000 Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Class A ordinary shares. For the avoidance of doubt, regardless of the extent of such redemptions, the Purchasers will in no event be required to purchase more than an aggregate amount of 14,000,000 Forward Purchase Units. The forward purchase shares included in the Forward Purchase Units will be identical to the Class A ordinary shares included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants included in the Forward Purchase Units will have the same terms as the public warrants. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Motive Capital | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, and 2020, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to redemption. The Class A ordinary shares issued in the Initial Public Offering and those issued as part of the Over-Allotment Units were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | 10. Capitalization Convertible Preferred Stock In 2020, the Company issued an additional 3,562,869 shares of Series B-1 convertible preferred stock at a purchase price of $ 12.4168 per share, for an aggregate purchase price of $ 44,239 . Issuance costs were $ 2,713 . In November 2020, certain holders of the 2019 and 2020 convertible notes exercised their option and converted the notes into 1,143,624 shares of the Company’s Series B-1 Preferred stock at a conversion price of $ 8.69176 per share, which was equal to 70 % of the original issuance price of the Series B-1 convertible preferred stock. In November 2020, in connection with SharesPost acquisition, the Company issued 2,313,623 shares of Junior convertible preferred stock at a fair value of $ 12.4168 per share. In January 2021, the Company issued 8,949 shares of Series B-1 convertible preferred stock upon the conversion of 2020 convertible notes (Note 6). Principal plus accrued interest on the convertible notes of $111 were converted to convertible preferred stock at a price of $12.4168 per share. In April 2021, the Company issued 4,072,904 shares of Series B-1 convertible preferred stock at a purchase price of $12.4168 per share, for an aggregate purchase price of $50,573. Issuance costs were $2,838. In April 2021, the Company amended and restated its certificate of incorporation to authorize 805,360 shares of Series B-2 convertible preferred stock. The Series B-2 convertible preferred stock has the same dividend, liquidation, and conversion rights as the Company’s Series B-1 convertible preferred stock. Holders of the Company’s Series B-2 convertible preferred stock are not entitled to voting rights. The Company issued 132,127 shares of Series B-2 convertible preferred stock at a purchase price of $12.4168 per share, for an aggregate purchase price of $1,640. Issuance costs were immaterial. In April 2021, the Company amended and restated its certificate of incorporation to, redefine the mandatory conversion triggering event of convertible preferred stock to include qualified initial public offering, or qualified special purpose acquisition company (“SPAC”) transaction. As of December 31, 2021, the trigger event of convertible preferred stock had not occurred and therefore, there is no impact to these consolidated financial statements. The following table summarizes the original issuance price per share and authorized and outstanding number of shares of convertible preferred stock as of the dates indicated: As of December 31, 2021 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 15,949,487 13,491,651 150,553 167,523 Series B-2 $ 12.4168 805,360 132,127 1,640 1,640 Junior $ 12.4168 3,313,623 2,313,623 20,383 28,728 Total 27,799,267 23,668,198 $ 246,056 $ 271,845 As of December 31, 2020 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 10,435,129 5,672,925 62,985 70,440 Junior $ 12.4168 4,354,089 2,313,623 20,383 28,728 Total 22,520,015 15,717,345 $ 156,848 $ 173,122 Redemption Rights The holders of convertible preferred stock have no voluntary rights to redeem shares. The convertible preferred stock has deemed liquidation provisions which require the shares to be redeemed upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, or a deemed liquidation event, defined as a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or liquidation event. Although the redeemable convertible preferred stock is not mandatorily or currently redeemable, a deemed liquidation event, defined as a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or liquidation event, could constitute a redemption event outside the Company’s control. Therefore, all shares of redeemable convertible preferred stock have been presented outside of permanent equity. The Company recorded all shares of convertible preferred stock at their respective issuance price less issuance costs on the dates of issuance. Given the Company’s performance and financial condition, the Company currently does not believe a deemed liquidation event is probable. The carrying values of the Company’s convertible preferred stock have not been accreted to their redemption values as the deemed liquidation event is not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable the preferred stock will become redeemable. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or a deemed liquidation event, defined as a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or liquidation event, Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock shall be entitled to receive a payout of $ 3.0817 , $ 10.6592 , $ 12.4168 and $ 12.4168 per share, respectively, plus any declared and unpaid dividends, prior and in preference to any distributions made to the holders of Junior convertible preferred stock and to the holders of common stock. If the assets and funds distributed among the holders of Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive. After the payment of the full liquidation preference of Series AA, Series B, Series B-1 and Series B-2 convertible preferred stock, the holders of Junior convertible preferred stock are entitled to receive an amount equal to $12.4168 per share, plus any declared but unpaid dividends, prior and in preference to any distributions made to the holders of common stock. If the remaining assets and funds distributed among the holders of the Junior convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then all assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of Junior convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive. After the payment of the full liquidation preference of the shares of redeemable convertible preferred stock, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the common stock. Dividends Holders of Series B, Series B-1 and Series B-2 convertible preferred stock, prior and in preference to the holders of Junior convertible preferred stock, are entitled to receive cash dividends at a rate of 6.0% of their original issuance price. Dividends are payable only when, as and if declared by the Company’s board of directors. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock unless the holders of the convertible preferred stocks receive a dividend on each outstanding share of convertible preferred stock. Holders of Series AA convertible preferred stock are entitled to receive the same dividend should holders of Series B, Series B-1 or Series B-2 convertible preferred stock receive a dividend. Dividends are cumulative. No dividends have been declared to date. Conversion Each share of convertible preferred stock shall be convertible, at the option of the holder and without the payment of additional consideration by the holder, into such number of fully paid and non-assessable shares of Class AA Common Stock as is determined by dividing the original issuance price by the Series in effect at the time of conversion. Voting Rights Holders of convertible preferred stock are entitled to one vote for each share of common stock into which their shares can be converted. Holders of Series B convertible preferred stock together are entitled to appoint one member of the board of directors. Holders of Series B-1 convertible preferred stock together are entitled to appoint one member of the board of directors. Holders of the Company’s Series B-2 convertible preferred stock are not entitled to voting rights. Holders of Junior convertible preferred stock together are entitled to appoint two members of the board of directors. The holders of common stock and convertible preferred stock shall vote together as a single class on an as-if-converted basis and shall elect any remaining members of the board of directors. As of December 31, 2021, one member of the board of directors was elected by holders of Series B convertible preferred stock, four members of the board of directors were elected by holders of Series B-1 convertible preferred stock, and two members of the board of directors were elected by holders of Junior convertible preferred stock. As of December 31, 2020, one member of the board of directors was elected by holders of Series B convertible preferred stock, one member of the board of directors was elected by holders of Series B-1 convertible preferred stock, and two members of the board of directors were elected by holders of Junior convertible preferred stock. Common Stock The Company has authorized four classes of common stock: Class AA common stock, Class AA-1 common stock, Class EE-1 common stock and Class EE-2 common stock (collectively, the “common stock”). Holders of common stock are entitled to receive any dividends if and when such dividends are declared by the board of directors. Common stock is subordinated to the convertible preferred stock with respect to dividend rights and rights upon certain deemed liquidation events. Common stock is not redeemable at the option of the holder or by the Company. As of December 31, 2021 and 2020, the Company was authorized to issue up to 82,604,627 and 76,182,515 shares of its capital stock, of which 54,805,360 and 53,662,500 shares have been designated as common stock, respectively. The holders of the Class EE-1 common stock and Class AA common stock are entitled to one vote for each share and the holders of Class EE-2 common stock are entitled to (a) with respect to votes of one or more classes of common stock only, twenty votes for each share of Class EE-2 common stock and (b) with respect to Class EE-2 common stock voting together with any shares of Preferred Stock, one vote for each share of Class EE-2 common stock. Holders of common stock, voting together as a separate class, are entitled to appoint four members of the board of directors, who will be deemed common directors. As of December 31, 2021 and 2020, two members of the board of directors were elected by holders of common stock. Each share of Class AA common stock shall be convertible to one share of Class EE-1 common stock, up to a cumulative maximum of 600,000 shares of Class AA common stock, and each share of Class EE-1 common stock may be converted to one share of preferred stock upon authorization by the Company’s board of directors. In addition, each share of Class EE-1 or Class EE-2 may be converted, upon a disposition, to one share of Class AA common stock at the election of the holder. In April 2021, the Company amended and restated its certificate of incorporation to, (i) increased the number of authorized shares of all classes of stock (including preferred stock) to 82,604,627 (ii) reclassified each share of Class EE-1 common stock and Class EE-2 common stock to one share of Class AA common stock. The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: As of December 31, 2021 2020 Conversion of convertible preferred stock 27,799,267 22,520,015 Warrants to purchase convertible preferred stock 1,133,725 1,133,725 Warrants to purchase common stock 74,895 74,895 Shares available for grant under 2018 Plan 363,095 1,861,856 Stock options issued and outstanding under 2018 Plan 5,031,310 3,209,063 Total shares of common stock reserved 34,402,292 28,799,554 |
Motive Capital | |
Shareholders' Deficit | Note 9 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements_2
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | 3. Fair Value Measurements Financial instruments consist of cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities. Cash equivalents, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities are stated at fair value on a recurring basis. Restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The Company does not have short-term investments as of December 31, 2021 and 2020. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 24,240 $ — $ — $ 24,240 Payment-dependent notes receivable, current 1,153 — — 1,153 Payment-dependent notes receivable, noncurrent — — 13,453 13,453 Total financial assets $ 25,393 $ — $ 13,453 $ 38,846 Payment-dependent notes payable, current 1,153 — — 1,153 Payment-dependent notes payable, noncurrent — — 13,453 13,453 Warrant liabilities — — 7,844 7,844 Total financial liabilities $ 1,153 $ — $ 21,297 $ 22,450 As of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 6,050 $ — $ — $ 6,050 Payment-dependent notes receivable, current 1,165 — 38,124 39,289 Payment-dependent notes receivable, noncurrent — — 13,735 13,735 Total financial assets $ 7,215 $ — $ 51,859 $ 59,074 Payment-dependent notes payable, current 1,165 — 38,124 39,289 Payment-dependent notes payable, noncurrent — — 13,735 13,735 Warrant liabilities — — 1,780 1,780 Total financial liabilities $ 1,165 $ — $ 53,639 $ 54,804 The Company classifies money market funds and certain payment-dependent notes receivable and payment-dependent notes payable within Level 1 of the fair value hierarchy because the Company values these investments using quoted market prices. The Company classifies certain payment-dependent notes receivable and payment-dependent notes payable within Level 3 of the fair value hierarchy if the underlying securities are equity of private companies whose regular financial and nonfinancial information is generally not available other than when it is publicly disclosed, or significant unobservable inputs are used to estimate fair value. The following tables summarize the quantitative inputs and assumptions used for the Company’s payment-dependent notes receivable and payment-dependent notes payable classified as Level 3 of the fair value hierarchy: As of December 31, 2021 Significant Fair Valuation Unobservable Level 3 Measurements Value Technique(s) Input(s) Range Financial assets Payment-dependent notes receivable $ 13,453 Transaction prices N/A (1) N/A Financial liabilities Payment-dependent notes payable $ 13,453 Transaction prices N/A (1) N/A As of December 31, 2020 Significant Fair Valuation Unobservable Level 3 Measurements Value Technique(s) Input(s) Range Financial assets Payment-dependent notes receivable $ 13,735 Transaction prices N/A (1) N/A $ 38,124 Discounted transaction prices (2) Discount for lack of marketability 5 % Financial liabilities Payment-dependent notes payable $ 13,735 Transaction prices N/A (1) N/A $ 38,124 Discounted transaction prices (2) Discount for lack of marketability 5 % (1) The Company considers completed transactions made through the Company’s platform for the relevant private securities as relevant data inputs. (2) The Company uses publicly traded share prices at the close of the valuation date as the primary factor in the fair value analysis and applies a discount to the share prices to reflect lack of marketability. The Company used a hybrid method that incorporates the Black-Scholes option-pricing model and an adjusted backsolve model to estimate the fair value of the warrant liabilities. This approach is a scenario- based analysis that considers many assumptions, including the likelihood of potential liquidity events, the nature and timing of such potential events, actions taken with regard to the warrants at expiration, as well as discounts for lack of marketability of the underlying securities and warrants. The Company estimated the fair value of the warrants liability as of December 31, 2021 and 2020, respectively, using the following key assumptions: As of December 31, 2021 2020 Fair value of underlying securities $30.8 $12.4 Discounts for lack of marketability 0.0% 29.0% – 34.0% Expected term (years) 3.4 – 8.8 4.4 – 9.8 Expected volatility 40.4% – 44.3% 39.9% – 41.8% Risk-free interest rate 1.0% – 1.5% 0.3% – 0.9% Expected dividend yield 0.0% 0.0% Fair value per warrant $5.0 – $22.0 $1.5 – $1.9 The Company transfers financial instruments out of Level 3 on the date when underlying input parameters are readily observable from existing market quotes. Transfers from Level 3 to Level 1 generally relate to an investee company going public and listing on a national securities exchange. During the years ended December 31, 2021 and 2020, there were transfers of securities segregated for customers from Level 3 to Level 1, as one private company was acquired by a public company and became publicly-traded under the acquiror, and the Company was able to obtain independent market-quoted prices for the acquiror company. The following table provides reconciliation for all financial assets measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,892 Change in fair value of short-term investments 11 Distribution of short-term investments (136) Change in fair value of payment-dependent notes receivable. 27,319 Payment-dependent notes receivable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes receivable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes receivable 29,364 Payment-dependent notes receivable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes receivable (5,133) Balance as of December 31, 2021 $ 13,453 The following table provides reconciliation for payment-dependent notes payable measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,767 Change in fair value of payment-dependent notes payable 27,319 Payment-dependent notes payable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes payable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes payable 29,364 Payment-dependent notes payable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes payable (5,133) Balance as of December 31, 2021 $ 13,453 The following table provides reconciliation for warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ — Fair value of warrant at issuance 1,488 Change in fair value of warrant liabilities 292 Balance as of December 31, 2020 $ 1,780 Change in fair value of warrant liabilities 6,064 Balance as of December 31, 2021 $ 7,844 |
Motive Capital | |
FAIR VALUE MEASUREMENTS | Note 10 — Fair Value Measurements A reconciliation of the beginning and ending balances of the derivative liabilities is summarized below: December 31, 2020 - Beginning of Period Warrant Liabilities - Public $ 21,390,000 Warrant Liabilities - Private 11,449,330 Forward Purchase agreement 7,692,950 December 31, 2020 $ 40,532,280 Change in fair value of warrant liabilities - Public (7,314,000) Change in fair value of warrant liabilities - Private (3,914,930) Change in fair value of forward purchase agreement (4,872,950) December 31, 2021 $ 24,430,400 The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and Investments held in Trust Account $ 414,111,439 $ — $ — $ 414,111,439 Liabilities: Derivative liabilities - public warrants 14,076,000 — — 14,076,000 Derivative liabilities - private placement warrants — 7,534,400 — 7,534,400 Derivative liabilities - forward purchase agreement — — 2,820,000 2,820,000 Total liabilities $ 14,076,000 $ 7,534,400 $ 2,820,000 $ 24,430,400 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities - public warrants — — 21,390,000 21,390,000 Derivative liabilities - private placement warrants — — 11,449,330 11,449,330 Derivative liabilities - forward purchase agreement — — 7,692,950 7,692,950 Total liabilities $ — $ — $ 40,532,280 $ 40,532,280 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement, as a result of the Public Warrants being listed in an active market in February 2021. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. For the year ended December 31, 2021, the Company recognized a non-operating gain resulting from a decrease in the fair value of derivative liabilities of approximately $16.1 million, which is presented as change in fair value of derivative liabilities in the accompanying consolidated statements of operations. For the period from September 28, 2020 (inception) through December 31, 2020, the Company recognized a non-operating loss resulting from an increase in the fair value of derivative liabilities of approximately $10.7 million, which is presented as change in fair value of derivative liabilities in the accompanying consolidated statements of operations. The estimated fair value of the Private Placement Warrants, Public Warrants and Forward Purchase Agreement, as of December 31, 2021 and 2020 was determined using Level 3 inputs. The Company estimated the volatility of its ordinary share warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs as of each measurement date: As of As of December 31, December 31, 2021 2022 Share price, used in warrant valuations $ 10.02 n/a Unit price, used in forward valuation $ 10.54 $ 10.20 Exercise price, warrants $ 11.50 n/a Exercise price, forward $ 10.00 $ 10.00 Term (in years), used in warrant valuations 6.00 n/a Term (in years), used in forward valuation 0.96 0.25 Volatility 21.00 % 15.5 % Risk-free interest rate, used in warrant valuations 0.50 % n/a Risk-free interest rate, used in forward valuation 0.10 % 1.28 % Expected dividends n/a n/a The change in the fair value of the derivative liabilities, classified as Level 3, for the periods ended December 31, 2021 and 2020 is summarized as follows: Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 Transfers from Level 3 (32,839,330) Change in fair value (6,935,120) Level 3 derivative liabilities at March 31, 2021 757,830 Change in fair value (159,200) Level 3 derivative liabilities at June 30, 2021 598,630 Change in fair value 2,201,370 Level 3 derivative liabilities at September 30, 2021 2,800,000 Change in fair value 20,000 Level 3 derivative liabilities at December 31, 2021 $ 2,820,000 |
Subsequent Events_2
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | 16. Subsequent Events The Company has performed an evaluation of the impact of subsequent events through March 21, 2022, the date the consolidated financial statements were available to be issued and identified the following subsequent events. Merger Agreement On September 13, 2021, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”) among Motive Capital Corp., a blank check company incorporated as a Cayman Islands exempted company in 2020 (“MOTV”), and FGI Merger Sub Inc. (the “Merger Sub”) (the “Merger”). In connection with the Merger, MOTV changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the Domestication) and changed its name to Forge Global Holdings, Inc. (“New Forge”). On the Closing Date, Merger Sub merged with and into the Company, with the Company being the surviving corporation and a wholly owned subsidiary of MOTV (together with the Merger and the Domestication, the “Business Combination”). The closing of the Merger is referred to herein as the “Closing”. The Closing occurred on March 21, 2022 (the “Closing Date”). The transaction is expected to be accounted for as a reverse recapitalization. Gross proceeds of $215.6 million were received at the Closing. PIPE Investment and A&R FPA Concurrently with the execution of the Merger Agreement, MOTV entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and MOTV has agreed to issue and sell to the PIPE Investors, an aggregate of 6,800,000 shares of Domestication Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $68,000,000 (the “PIPE Financing”). Pursuant the A&R FPA, certain MOTV fund vehicles managed by an affiliate of MOTV purchased 14,000,000 units at $10.00 per unit, for an aggregate purchase price of $140.0 million in a private placement that closed substantially concurrently with the closing of the Business Combination (“the Closing”). Each unit consists of one share of Domestication Common Stock and one-third of one Domestication Public Warrant. Transaction Bonus On March 21, 2022, as defined in the amended employment agreements between certain executives and the Company, these executives received a bonus of $15.8 million upon the Closing of the Merger, subject to their continued employment through the date of payment (the “Transaction Bonus”). In March, 2022, the Company entered into a loan offset agreement with certain executives (the “Loan Offset Agreement”) as a result of outstanding promissory notes that were due from these executives as of December 31, 2021, as disclosed in Note 12. As a result of the Loan Offset Agreement, the Company has agreed to offset the after-tax value of the Transaction Bonus that the executives are entitled to receive against the entire outstanding balance of the nonrecourse promissory notes, including any unpaid interest, as of one day immediately prior to the closing of the Merger. The total amount of outstanding promissory notes that are to be offset against the Transaction Bonus is $5.5 million. Retention Equity Grant On March 21, 2022, pursuant to agreements entered into with certain executives, and subject to the effectiveness of New Forge’s registration statement and executive’s continued employment through the applicable grant date, certain executives will be eligible to receive an equity bonus in the form of restricted stock units (each, a “Retention Equity Grant”) having the total value of at least 15.8 million. Such Retention Equity Grant will vest annually, subject to the executive’s employment through the applicable vesting dates. With respect to the grants made to certain executives, the Retention Equity Grant will become eligible to vest after the expiration of the six -month period following the closing of the Business Combination (the “Lock-Up Period”). Purchase Commitments In the first quarter of fiscal 2022, the Company entered into non-cancelable purchase commitments with various parties mainly for software products and services. The purchase commitments are anticipated to commence in the first quarter of 2022. The total purchase obligations over the terms of 12 months or longer are approximately $915 in 2022 and $54 thereafter. 2022 Equity Incentive Plan In March, 2022, MOTV’s board of directors and stockholders approved the 2022 Equity Incentive Plan (the “2022 Plan”). No grants will be made under the 2022 Plan prior to its effectiveness. Once the 2022 Plan becomes effective, no further grants will be made under the 2018 Plan. 12,899,504 shares of common stock of New Forge will be reserved for the issuance of awards under the 2022 Plan. In addition, the number of shares of common stock reserved and available for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2032, in an amount equal to (1) 3% of the outstanding number of shares of common stock of New Forge on the preceding December 31, or (2) a lesser number of shares as approved by the Board of Directors. 2022 Employee Stock Purchase Plan In March, 2022, MOTV’s board of directors and stockholders approved the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP will authorize the issuance of 4,072,000 shares of common stock of New Forge under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each year, beginning on January 1, 2022, by the lesser of (i) 4,072,000 shares of common stock of New Forge, (ii) 1% of the outstanding number of shares of common stock of New Forge on the immediately preceding December 31, the New Forge board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). D&O Insurance Effective March 21, 2022, the Company entered into a D&O insurance policy with an annual premium totaling $5.6 million. The insurance may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances. |
Motive Capital | |
Subsequent Events | Note 11 —Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation | Description of Business Forge Global, Inc. (collectively with its subsidiaries, “Forge,” “the Company,” or “its”) is a financial services platform. Founded in 2014, to serve the unique needs of the private market, the Company was incorporated in the state of Delaware and is headquartered in San Francisco, California. Since its founding, Forge has built a trusted marketplace that makes purchases and sales of equity in private companies simple, transparent, and highly efficient to scale. The Company has strategically invested in technology to provide individual and institutional participants an efficient and liquid market, access to a large number of private company investment opportunities and the information and transparency they need to make well informed investment decisions. By digitizing a historically analog, complex and opaque process, Forge’s platform delivers opportunities to trade in private company stocks. Today, Forge is a leading provider of mission-critical infrastructure technology and services for the private market. In August 2021, two of the Company’s subsidiaries, Forge Markets LLC and SharesPost, Inc. ceased to operate. The Company began operating as a single broker dealer under the entity Forge Securities LLC to provide an integrated investing experience for investors. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to timing of revenue recognition from placement fees and custodial administration fees, collectability of accounts receivable, the fair value of financial assets and liabilities, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of consideration paid for business combinations, the useful lives of acquired intangible assets and property and equipment, the impairment of long-lived assets and goodwill, the fair value of warrants, equity awards and share-based compensation expenses including the determination of the fair value of the Company’s common stock, and the valuation of deferred tax assets and uncertain tax positions. These estimates are inherently subjective in nature and, therefore, actual results may differ from the Company’s estimates and assumptions. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. From 2020, the novel coronavirus (“COVID-19”) pandemic created disruption in global supply chains, increased rates of unemployment and adversely impacted many industries. In 2021, although most of the initial restrictions imposed at the onset of the pandemic in the U.S. have been relaxed or lifted as a result of the distribution of vaccines, the COVID-19 pandemic continues to persist. We continue to closely monitor developments; however, we cannot predict the future impact of COVID-19 on our operational and financial performance, or the specific ways the pandemic may uniquely impact our members, all of which continue to involve significant uncertainties that depend on future developments, which include, among others, the severity and duration of the pandemic and its impact on the overall economy and other industry sectors; vaccination rates; the longer-term efficacy of vaccinations; and the potential emergence of new, more transmissible or severe variants. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2021. These estimates may change as new events occur and additional information is obtained, and related financial impacts will be recognized in the Company’s consolidated financial statements as soon as those events become known. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise cash and cash equivalents and restricted cash, payment-dependent notes receivables, and accounts receivables. Cash and cash equivalents and restricted cash may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation, respectively. The Company’s exposure to credit risk in the event of default by financial institutions is limited to the amounts recorded on the consolidated balance sheets. The Company performs periodic evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company’s exposure to credit risk associated with its contracts with holders of private company equity (“sellers”) and investors (“buyers”) related to the transfer of private securities is measured on an individual counterparty basis. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company’s exposure is monitored in light of changing counterparty and market conditions. As of December 31, 2021 and 2020, the Company did not have any material concentrations of credit risk outside the ordinary course of business. As of December 31, 2021 and 2020, no customers accounted for more than 10% of the Company’s accounts receivable. No customer accounted for more than 10% of total revenue, less transaction-based expenses for the years ended December 31, 2021 and 2020, respectively. |
Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees directly related to the Company’s proposed public offering. Upon consummation of the proposed public offering, the deferred offering costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the offering. In the event the offering is aborted, deferred offering costs will be expensed. As of December 31, 2021, $5,923 of deferred offering costs were capitalized in other assets, noncurrent in the accompanying consolidated balance sheets. No offering costs were capitalized as of December 31, 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates and laws that will be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes. The Company recognizes interest and penalties on unrecognized tax benefits as a component of provision for income taxes in the consolidated statements of operations and comprehensive loss. |
Net Income (loss) per Ordinary Share | Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company determined that it has participating securities in the form of convertible preferred stock as holders of such securities have dividend rights in the event of a declaration of a dividend for shares of common stock. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the period presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares are anti-dilutive. |
Recent Adopted and Issued Accounting Standards | Recent Accounting Pronouncements Emerging Growth Company As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with “Conversion and Other Options (Subtopic 470-20) and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if- converted method. ASU 2020-06 may be applied on a full retrospective or modified retrospective basis. The Company early adopted ASU 2020-06 on January 1, 2021, on a full retrospective basis, and the adoption has a material impact on its consolidated financial statements, as the Company is not required to recognize any beneficial conversion feature of its convertible notes as a result of the adoption of ASU 2020-06. ASU 2020-06 was applied in the periods presented in these consolidated financial statements. Recent Accounting Standards Issued, But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, with subsequent amendments, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires immediate recognition of management’s estimates of current expected credit losses. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of adoption on the consolidated financial statements. |
Motive Capital | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and 2020 there were no cash equivalents not |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risks | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Prior to the Public Warrants being separately traded in an active market, the fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Beginning in February 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants and the fair value of the Private Placement Warrants is estimated to be approximately equal to that of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. |
Derivative liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants, Private Placement Warrants and the forward purchase agreement are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of December 31, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 41,400,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the year ended December 31, 2021 and for the period from September 28, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. |
Recent Adopted and Issued Accounting Standards | Recent Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of original issuance price per share and authorized and outstanding number of shares of convertible preferred stock | As of December 31, 2021 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 15,949,487 13,491,651 150,553 167,523 Series B-2 $ 12.4168 805,360 132,127 1,640 1,640 Junior $ 12.4168 3,313,623 2,313,623 20,383 28,728 Total 27,799,267 23,668,198 $ 246,056 $ 271,845 As of December 31, 2020 Original Number of Number of Carrying Aggregate Issuance Shares Shares Value Net of Liquidation Series Name Price Authorized Outstanding Issuance Costs Preference Series AA $ 3.0817 1,114,988 1,114,988 $ 3,435 $ 3,435 Series B $ 10.6592 6,615,809 6,615,809 70,045 70,519 Series B-1 $ 12.4168 10,435,129 5,672,925 62,985 70,440 Junior $ 12.4168 4,354,089 2,313,623 20,383 28,728 Total 22,520,015 15,717,345 $ 156,848 $ 173,122 |
Motive Capital | |
Summary of original issuance price per share and authorized and outstanding number of shares of convertible preferred stock | Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of change in the fair value of the derivative liabilities | The following table provides reconciliation for payment-dependent notes payable measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ 25,767 Change in fair value of payment-dependent notes payable 27,319 Payment-dependent notes payable transferred out of Level 3 to Level 1 (1,165) Settlement of payment-dependent notes payable (62) Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes payable 29,364 Payment-dependent notes payable transferred out of Level 3 to Level 1 (62,637) Settlement of payment-dependent notes payable (5,133) Balance as of December 31, 2021 $ 13,453 The following table provides reconciliation for warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2021 and 2020: Balance as of December 31, 2019 $ — Fair value of warrant at issuance 1,488 Change in fair value of warrant liabilities 292 Balance as of December 31, 2020 $ 1,780 Change in fair value of warrant liabilities 6,064 Balance as of December 31, 2021 $ 7,844 |
Motive Capital | |
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis | Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and Investments held in Trust Account $ 414,111,439 $ — $ — $ 414,111,439 Liabilities: Derivative liabilities - public warrants 14,076,000 — — 14,076,000 Derivative liabilities - private placement warrants — 7,534,400 — 7,534,400 Derivative liabilities - forward purchase agreement — — 2,820,000 2,820,000 Total liabilities $ 14,076,000 $ 7,534,400 $ 2,820,000 $ 24,430,400 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and Investments held in Trust Account $ 414,020,525 $ — $ — $ 414,020,525 Liabilities: Derivative liabilities - public warrants — — 21,390,000 21,390,000 Derivative liabilities - private placement warrants — — 11,449,330 11,449,330 Derivative liabilities - forward purchase agreement — — 7,692,950 7,692,950 Total liabilities $ — $ — $ 40,532,280 $ 40,532,280 |
Schedule of key assumptions used of estimate the fair value | As of As of December 31, December 31, 2021 2022 Share price, used in warrant valuations $ 10.02 n/a Unit price, used in forward valuation $ 10.54 $ 10.20 Exercise price, warrants $ 11.50 n/a Exercise price, forward $ 10.00 $ 10.00 Term (in years), used in warrant valuations 6.00 n/a Term (in years), used in forward valuation 0.96 0.25 Volatility 21.00 % 15.5 % Risk-free interest rate, used in warrant valuations 0.50 % n/a Risk-free interest rate, used in forward valuation 0.10 % 1.28 % Expected dividends n/a n/a |
Schedule of change in the fair value of the derivative liabilities | December 31, 2020 - Beginning of Period Warrant Liabilities - Public $ 21,390,000 Warrant Liabilities - Private 11,449,330 Forward Purchase agreement 7,692,950 December 31, 2020 $ 40,532,280 Change in fair value of warrant liabilities - Public (7,314,000) Change in fair value of warrant liabilities - Private (3,914,930) Change in fair value of forward purchase agreement (4,872,950) December 31, 2021 $ 24,430,400 Level 3 derivative liabilities at December 31, 2020 $ 40,532,280 Transfers from Level 3 (32,839,330) Change in fair value (6,935,120) Level 3 derivative liabilities at March 31, 2021 757,830 Change in fair value (159,200) Level 3 derivative liabilities at June 30, 2021 598,630 Change in fair value 2,201,370 Level 3 derivative liabilities at September 30, 2021 2,800,000 Change in fair value 20,000 Level 3 derivative liabilities at December 31, 2021 $ 2,820,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - Motive Capital | Dec. 15, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)item$ / sharesshares | Sep. 30, 2020shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Proceeds from issuance initial public offering | $ 414,000,000 | |||
Proceeds received from private placement | $ 11,080,000 | |||
Transaction Costs | $ 23,650,262 | |||
Underwriting fees | 8,280,000 | |||
Deferred underwriting fee payable | 14,490,000 | |||
Other offering costs | $ 900,000 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||
Working capital loans warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 1.50 | |||
Initial Public Offering. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 41,400,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 414,000,000 | |||
Initial Public Offering. | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 7,386,667 | 7,386,667 | ||
Initial Public Offering. | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 13,800,000 | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | $ 1.50 | |||
Sale of Private Placement Warrants (in shares) | shares | 7,386,667 | 7,386,667 | ||
Price of warrant | $ / shares | $ 1.50 | |||
Proceeds received from private placement | $ 11,080,000 | $ 11,080,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 5,400,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations - Proposed Business Combination (Details) | Sep. 13, 2021USD ($)$ / sharesshares | Nov. 24, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 15, 2020shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | $ 40,577,000 | $ 74,781,000 | |||
Motive Capital | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of warrants to purchase common stock | shares | 1 | ||||
Aggregate purchase price | 25,000 | ||||
Number of maximum additional units can be sold to purchasers | shares | 9,000,000 | ||||
Cash | $ 1,674,650 | $ 254,726 | |||
Working Capital | 4,900,000 | ||||
Interest income available in Trust Account | 91,000 | ||||
Motive Capital | Working capital loans warrant | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | 255,000 | ||||
Working capital loans convertible into warrants | $ 1,500,000 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||
Motive Capital | Class B Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Motive Capital | Merger Agreement | Forge | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Threshold percentage of consideration payable in cash | 15.00% | ||||
Threshold amount of consideration payable in cash | $ 100,000,000 | ||||
Motive Capital | Merger Agreement | Public Warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of warrants converted to Domesticated Company Common Stock | shares | 1 | ||||
Motive Capital | Merger Agreement | Private Placement Warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of warrants to purchase common stock | shares | 1 | ||||
Motive Capital | Merger Agreement | Class A Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Number of warrants converted to Domesticated Company Common Stock | shares | 1 | ||||
Motive Capital | Merger Agreement | Class A Common Stock | Forge | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate value of consideration transferred | $ 1,500,000,000 | ||||
Aggregate purchase price | $ 140,000,000 | ||||
Deemed value per share | $ / shares | $ 10 | ||||
Motive Capital | Merger Agreement | Class B Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Conversion ratio | 1 | ||||
Motive Capital | Merger Agreement | Forward Purchase Units [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of shares in a unit converted to Domesticated Company Common Stock | shares | 1 | ||||
Number of warrants in units converted to Domesticated Company Common Stock | shares | 0.33 | ||||
Motive Capital | Forward Purchase Agreement | Class A Common Stock | Public Warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of shares converted to Domesticated Company Common Stock | shares | 1 | ||||
Motive Capital | Forward Purchase Agreement | Forward Purchase Units [Member] | Public Warrants | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate purchase price | $ 14,000,000 | ||||
Unit price | $ / shares | $ 10 | ||||
Number of maximum units can be sold to purchasers | shares | 5,000,000 | ||||
Number of maximum additional units can be sold to purchasers | shares | 9,000,000 | ||||
Motive Capital | Registration Rights Agreement | Forge | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Threshold number of days to file registration statement after Closing | 30 days | ||||
Motive Capital | Subscription Agreement | Class A Common Stock | PIPE Investors | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate purchase price | $ 68,500,000 | ||||
Number of shares issued | shares | 6,850,000 | ||||
Share price | $ / shares | $ 10 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized tax benefits | $ 427,000 | $ 43,000 | $ 34,000 |
Anti-dilutive securities attributable to warrants (in shares) | 33,558,803 | 24,934,045 | |
Motive Capital | |||
Cash equivalents | $ 0 | $ 0 | |
Federal depository insurance coverage | $ 250,000 | ||
Forward price | $ 10 | ||
Unrecognized tax benefits | $ 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Motive Capital | Class A Common Stock | |||
Anti-dilutive securities attributable to warrants (in shares) | 21,186,667 | ||
Motive Capital | Class B Common Stock | |||
Anti-dilutive securities attributable to warrants (in shares) | 41,400,000 | 41,400,000 | |
Motive Capital | Public Warrants | |||
Ordinary share price | $ 18 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Motive Capital | Dec. 15, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase common stock | 1 |
Initial Public Offering. | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 41,400,000 |
Stock issued price, per share | $ / shares | $ 10 |
Initial Public Offering. | Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares in a unit | 1 |
Percentage of warrant in each unit in initial public offering | 33.00% |
Number of redeemable warrants | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 5,400,000 |
Stock issued price, per share | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) - Motive Capital - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 11,080,000 | ||
Number of shares per warrant | 1 | ||
Private Placement. | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | |
Price of warrants | $ 1.50 | ||
Aggregate purchase price | $ 11,080,000 | $ 11,080,000 | |
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Motive Capital - Class B Common Stock | Dec. 10, 2020shares | Dec. 08, 2020shares | Nov. 24, 2020shares | Oct. 02, 2020USD ($)shares | Dec. 31, 2021D$ / sharesshares | Dec. 31, 2020shares | Sep. 30, 2020shares |
Related Party Transaction [Line Items] | |||||||
Common Stock, Shares, Issued | 10,350,000 | 10,350,000 | 10,350,000 | ||||
Common stock, outstanding | 1,725,000 | 10,350,000 | 10,350,000 | 10,350,000 | |||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration received | $ | $ 25,000 | ||||||
Consideration received, shares | 11,500,000 | ||||||
Number of shares surrender | 2,875,000 | ||||||
Sponsor Transferred Founder Shares | 30,000 | 30,000 | |||||
Share dividend | 1,725,000 | ||||||
Common stock, outstanding | 10,350,000 | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Sponsor | Over-allotment option | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock, Shares, Issued | 1,350,000 | ||||||
Common stock, outstanding | 1,350,000 | ||||||
Shares subject to forfeiture | 1,350,000 | ||||||
Shares no longer subject to forfeiture | 0 | ||||||
Percentage of founder shares equal | 20.00% | ||||||
Founder Shares | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans, Promissory Note, Administrative Support Agreement (Details) - Motive Capital - USD ($) | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 01, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 130,492 | ||||
Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of related party note | 0 | $ 0 | |||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1.50 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | $ 130,492 | ||||
Repayment of promissory note - related party | $ 130,492 | ||||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Motive Capital | 12 Months Ended |
Dec. 31, 2021USD ($)item$ / sharesshares | |
Underwriting cash discount per unit | $ / shares | $ 0.35 |
Aggregate underwriter cash discount | $ | $ 14,490,000 |
Maximum number of demands for registration of securities | item | 3 |
Over-allotment option | |
Period to exercise the over-allotment option | 45 days |
Additional units granted to underwriters to purchase | shares | 5,400,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Motive Capital - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Sep. 30, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Public Warrants expiration term | 5 years | |||
Threshold period for filling registration statement after business combination | 15 days | |||
Class A Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Maximum period after business combination in which to file registration statement | 60 days | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise period condition one | 30 days | |||
Warrant exercise period condition two | 1 year | |||
Period of time within which registration statement is expected to become effective | 60 days | |||
Initial Public Offering. | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 | ||
Number Of Forward Purchase Units | 14,000,000 | 14,000,000 | ||
Initial Public Offering. | Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 13,800,000 | 13,800,000 | 13,800,000 | |
Private Placement. | Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants to purchase shares issued | 7,386,667 | 7,386,667 |
Derivative Liabilities - Redemp
Derivative Liabilities - Redemption of warrants (Details) - Motive Capital | 12 Months Ended |
Dec. 31, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Threshold trading days for calculating Market Value | D | 20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | 10 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Redemption period | 30 days |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Warrant redemption condition minimum share price | $ 18 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Redemption period | 30 days |
Warrant redemption condition minimum share price | $ 10 |
Derivative Liabilities - Forwar
Derivative Liabilities - Forward Purchase Agreement (Details) - Motive Capital | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Forward purchase units | 5,000,000 |
Forward Purchase Per Unit | $ / shares | $ 10 |
Forward purchase amount | $ | $ 14,000,000 |
Additional forward purchase units | 9,000,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Temporary Equity [Line Items] | |||
Number of Shares Outstanding | 23,668,198 | 15,717,345 | |
Class A ordinary shares subject to possible redemption | $ 246,056,000 | $ 156,848,000 | |
Class A Ordinary Shares Subject to Redemption | Motive Capital | |||
Temporary Equity [Line Items] | |||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per share | 1 | ||
Number of Shares Outstanding | 41,400,000 | 41,400,000 | |
Gross Proceeds | $ 414,000,000 | ||
Proceeds allocated to Public Warrants | (19,458,000) | ||
Class A ordinary shares issuance costs | (22,524,192) | ||
Accretion of carrying value to redemption value | 41,982,192 | ||
Class A ordinary shares subject to possible redemption | $ 414,000,000 | $ 414,000,000 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - Motive Capital - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) | Nov. 24, 2020shares | Dec. 08, 2020shares | Dec. 31, 2021VoteUSD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 10, 2020shares | Sep. 30, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||||
Convertible preferred stock, outstanding | 23,668,198 | 15,717,345 | ||||
Motive Capital | ||||||
Class of Stock [Line Items] | ||||||
Automatic Conversion Upon Business Combination Ratio Percentage | 20.00% | |||||
Motive Capital | Founder Shares | ||||||
Class of Stock [Line Items] | ||||||
Class A ordinary shares | 10,350,000 | |||||
Motive Capital | Class A Ordinary Shares Subject to Redemption | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | $ | 1 | |||||
Common shares, shares, issued (in shares) | 41,400,000 | 41,400,000 | 41,400,000 | |||
Class A ordinary shares | 41,400,000 | 41,400,000 | ||||
Convertible preferred stock, outstanding | 41,400,000 | 41,400,000 | ||||
Stock issued price, per share | $ / shares | $ 10 | $ 10 | ||||
Motive Capital | Class A Ordinary Shares Not Subject to Redemption | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | |||||
Class A ordinary shares | 0 | 0 | 0 | |||
Motive Capital | Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares, issued (in shares) | 10,350,000 | 10,350,000 | 10,350,000 | |||
Class A ordinary shares | 10,350,000 | 10,350,000 | 1,725,000 | 10,350,000 | ||
Motive Capital | Class B Common Stock | Founder Shares | Sponsor | ||||||
Class of Stock [Line Items] | ||||||
Number of shares surrendered | 2,875,000 | |||||
Shares transferred | 30,000 |
Fair Value Measurements - Rec_3
Fair Value Measurements - Reconciliation of derivative liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | $ 51,859,000 | $ 25,767,000 |
Derivative liabilities at ending | 13,453,000 | 51,859,000 |
Motive Capital | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 40,532,280 | |
Derivative liabilities at ending | 24,430,400 | 40,532,280 |
Motive Capital | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 21,390,000 | |
Change in fair value | (7,314,000) | |
Derivative liabilities at ending | 21,390,000 | |
Motive Capital | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 11,449,330 | |
Change in fair value | (3,914,930) | |
Derivative liabilities at ending | 11,449,330 | |
Motive Capital | Forward Purchase Agreement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liabilities at beginning | 7,692,950 | |
Change in fair value | $ (4,872,950) | |
Derivative liabilities at ending | $ 7,692,950 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial assets and liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Recurring | ||
Liabilities: | ||
Total fair value | $ 38,846,000 | $ 59,074,000 |
Level 1 | Recurring | ||
Liabilities: | ||
Total fair value | 25,393,000 | 7,215,000 |
Level 3 | Recurring | ||
Liabilities: | ||
Total fair value | 13,453,000 | 51,859,000 |
Motive Capital | ||
Assets: | ||
Cash and Investments held in Trust Account | 414,111,439 | 414,020,525 |
Liabilities: | ||
Derivative liabilities | 24,430,400 | 40,532,280 |
Motive Capital | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 14,076,000 | 21,390,000 |
Motive Capital | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 7,534,400 | 11,449,330 |
Motive Capital | Forward Purchase Agreement | ||
Liabilities: | ||
Derivative liabilities | 2,820,000 | 7,692,950 |
Motive Capital | Level 1 | ||
Assets: | ||
Cash and Investments held in Trust Account | 414,111,439 | 414,020,525 |
Liabilities: | ||
Derivative liabilities | 14,076,000 | |
Motive Capital | Level 1 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 14,076,000 | |
Motive Capital | Level 2 | ||
Liabilities: | ||
Derivative liabilities | 7,534,400 | |
Motive Capital | Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 7,534,400 | |
Motive Capital | Level 3 | ||
Liabilities: | ||
Derivative liabilities | 2,820,000 | 40,532,280 |
Motive Capital | Level 3 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | 21,390,000 | |
Motive Capital | Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | 11,449,330 | |
Motive Capital | Level 3 | Forward Purchase Agreement | ||
Liabilities: | ||
Derivative liabilities | $ 2,820,000 | $ 7,692,950 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Motive Capital | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Fair value of common stock | Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 10.02 | |
Fair value of common stock | Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 10.54 | 10.20 |
Exercise price | Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Exercise price | Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | 10 |
Term (in years) | Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ | 6 | |
Term (in years) | Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ | 0.96 | 0.25 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 21 | 15.5 |
Risk-free interest rate | Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.50 | |
Risk-free interest rate | Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.10 | 1.28 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | $ 51,859,000 | $ 51,859,000 | $ 25,767,000 | |||
Derivative liabilities at ending | $ 13,453,000 | 13,453,000 | 51,859,000 | |||
Motive Capital | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | 40,532,280 | 40,532,280 | ||||
Derivative liabilities at ending | 24,430,400 | 24,430,400 | 40,532,280 | |||
Motive Capital | Level 3 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Derivative liabilities at beginning | 2,800,000 | $ 598,630 | $ 757,830 | 40,532,280 | 40,532,280 | |
Transfers from Level 3 | (32,839,330) | |||||
Change in fair value | 20,000 | 2,201,370 | (159,200) | (6,935,120) | ||
Derivative liabilities at ending | $ 2,820,000 | $ 2,800,000 | $ 598,630 | $ 757,830 | $ 2,820,000 | $ 40,532,280 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in fair value of derivative warrant liabilities | $ 6,064,000 | $ 292,000 | |
Motive Capital | |||
Forward price | $ 10 | ||
Warrant redemption condition minimum share price | $ 18 | ||
Change in fair value of derivative warrant liabilities | $ 10,659,080 | $ (16,101,880) |