Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-04321 | |
Entity Registrant Name | Forge Global Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1561111 | |
Entity Address, Address Line One | 415 Mission Street | |
Entity Address, Address Line Two | Suite 5510 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | (415) | |
Local Phone Number | 881-1612 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 169,223,826 | |
Entity Central Index Key | 0001827821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | FRGE | |
Security Exchange Name | NYSE | |
Warrant | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | FRGE WS | |
Security Exchange Name | NYSE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 202,502 | $ 74,781 |
Restricted cash | 1,624 | 1,623 |
Accounts receivable, net | 3,561 | 5,380 |
Payment-dependent notes receivable, current | 243 | 1,153 |
Prepaid expenses and other current assets | 6,170 | 5,148 |
Total current assets | 214,100 | 88,085 |
Property and equipment, net | 535 | 497 |
Internal-use software, net | 4,481 | 2,691 |
Goodwill and other intangible assets, net | 136,843 | 137,774 |
Operating lease right-of-use assets | 6,560 | 7,881 |
Payment-dependent notes receivable, noncurrent | 14,975 | 13,453 |
Other assets, noncurrent | 1,679 | 7,514 |
Total assets | 379,173 | 257,895 |
Current liabilities: | ||
Accounts payable | 2,888 | 1,920 |
Accrued compensation and benefits | 9,706 | 21,240 |
Accrued expenses and other current liabilities | 8,083 | 8,343 |
Operating lease liabilities, current | 5,221 | 5,367 |
Payment-dependent notes payable, current | 243 | 1,153 |
Total current liabilities | 26,141 | 38,023 |
Operating lease liabilities, noncurrent | 4,102 | 5,159 |
Payment-dependent notes payable, noncurrent | 14,975 | 13,453 |
Warrant liabilities | 47,916 | 7,844 |
Total liabilities | 93,134 | 64,479 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock, net of issuance costs, $0.00001 par value; nil and 86,815,192 shares authorized as of March 31, 2022 and December 31, 2021, respectively; nil and 73,914,149 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $0 and $271,845 as of March 31, 2022 and December 31, 2021, respectively | 0 | 246,056 |
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 169,223,826 and 63,301,388 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 17 | |
Additional paid-in capital | 429,005 | 25,919 |
Accumulated deficit | (142,983) | (78,559) |
Total stockholders’ equity (deficit) | 286,039 | (52,640) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 379,173 | $ 257,895 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized (in shares) | 0 | 86,815,192 |
Temporary equity, Shares issued (in shares) | 0 | 73,914,149 |
Temporary equity, shares outstanding (in shares) | 0 | 73,914,149 |
Temporary equity, liquidation preference | $ 0 | $ 271,845,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 169,223,826 | 63,301,388 |
Common stock, shares outstanding (in shares) | 169,223,826 | 63,301,388 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 20,022 | $ 32,055 |
Transaction-based expenses: | ||
Transaction-based expenses | (132) | (976) |
Total revenues, less transaction-based expenses | 19,890 | 31,079 |
Operating expenses: | ||
Compensation and benefits | 43,640 | 20,496 |
Professional services | 3,518 | 2,700 |
Acquisition-related transaction costs | 3,706 | 0 |
Advertising and market development | 1,504 | 987 |
Rent and occupancy | 1,566 | 887 |
Technology and communications | 2,023 | 1,434 |
General and administrative | 1,602 | 953 |
Depreciation and amortization | 1,082 | 1,396 |
Total operating expenses | 58,641 | 28,853 |
Operating (loss) income | (38,751) | 2,226 |
Interest expenses and other income (expenses): | ||
Interest income (expense), net | 21 | (554) |
Change in fair value of warrant liabilities | (25,959) | (908) |
Other income, net | 388 | 166 |
Total interest expenses and other expenses | (25,550) | (1,296) |
(Loss) income before provision for income taxes | (64,301) | 930 |
Provision for (benefit from) income taxes | 123 | (8) |
Net (loss) income and comprehensive (loss) income | (64,424) | 938 |
Net (loss) income and comprehensive (loss) income | $ (64,424) | $ 938 |
Net (loss) income per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.98) | $ 0 |
Diluted (in dollars per share) | $ (0.98) | $ 0 |
Weighted-average shares used in computing net (loss) income per share attributable to common stockholders: | ||
Basic (in shares) | 66,007,461 | 61,598,361 |
Diluted (in shares) | 66,007,461 | 116,312,835 |
Placement fees | ||
Revenues: | ||
Total revenues | $ 14,585 | $ 27,509 |
Custodial administration fees | ||
Revenues: | ||
Total revenues | $ 5,437 | $ 4,546 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series B-1 | Previously Reported | Revision of Prior Period, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Additional Paid-In Capital | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | |
Beginning balance (in shares) at Dec. 31, 2020 | 49,084,184 | 15,717,345 | 33,366,839 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 156,848 | $ 156,848 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of Series B-1 convertible preferred stock upon conversion of convertible notes and accrued interest (in shares) | 27,947 | ||||||||||||
Issuance of Series B-1 convertible preferred stock upon conversion of convertible notes and accrued interest | $ 111 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 49,112,131 | ||||||||||||
Ending balance at Mar. 31, 2021 | $ 156,959 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 71,119,686 | 22,773,377 | 48,346,309 | ||||||||||
Beginning balance at Dec. 31, 2020 | (7,499) | $ (7,499) | $ 52,561 | $ 52,561 | $ (60,060) | $ (60,060) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes (in shares) | 473,658 | ||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes | 168 | 168 | |||||||||||
Issuance of Class AA common stock upon early exercise of unvested stock options (in shares) | 1,672,270 | ||||||||||||
Vesting of early exercised stock options and restricted stock awards | 11 | 11 | |||||||||||
Stock-based compensation expense | 1,259 | 1,259 | |||||||||||
Net loss | 938 | 938 | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 73,265,614 | ||||||||||||
Ending balance at Mar. 31, 2021 | $ (5,123) | 53,999 | (59,122) | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 49,084,184 | 15,717,345 | 33,366,839 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 156,848 | $ 156,848 | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 73,914,149 | 42,133,496 | 23,668,198 | 50,245,951 | |||||||||
Ending balance at Dec. 31, 2021 | $ 246,056 | $ 150,553 | $ 246,056 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 71,119,686 | 22,773,377 | 48,346,309 | ||||||||||
Beginning balance at Dec. 31, 2020 | (7,499) | (7,499) | 52,561 | 52,561 | (60,060) | (60,060) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Unissued common stock (in shares) | [1] | (210,302) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 63,090,701 | 20,269,864 | 43,031,139 | ||||||||||
Ending balance at Dec. 31, 2021 | $ (52,640) | $ (52,640) | $ 5 | $ 5 | 25,914 | $ 25,919 | $ (5) | (78,559) | $ (78,559) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Conversion of preferred stock to common stock (in shares) | (73,914,149) | ||||||||||||
Conversion of preferred stock to common stock | $ (246,056) | ||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Pre-close exercise of vested options (in shares) | 190,505 | ||||||||||||
Pre-close exercise of vested options | 102 | 102 | |||||||||||
Pre-close exercise of unvested options (in shares) | 4,472 | ||||||||||||
Pre-close exercise of unvested options | |||||||||||||
Pre-close issuance common stock for services (in shares) | 62,952 | ||||||||||||
Pre-close issuance common stock for services | 621 | 621 | |||||||||||
Conversion of preferred stock to common stock (in shares) | 73,914,149 | ||||||||||||
Conversion of preferred stock to common stock | 246,056 | $ 7 | 246,049 | ||||||||||
Conversion of May 2020 and October 2020 preferred stock warrants of Legacy Forge to common stock warrants | 2,949 | 2,949 | |||||||||||
Issuance of common stock upon settlement of promissory notes | 4,207 | $ 2 | 4,205 | ||||||||||
Issuance of common stock upon Merger (net of redemptions), including PIPE and A&R FPA investors, net of transaction costs (in shares) | 31,961,047 | ||||||||||||
Issuance of common stock upon Merger (net of redemptions), including PIPE and A&R FPA investors, net of transaction costs | $ 140,811 | $ 3 | 140,808 | ||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes (in shares) | 194,977 | ||||||||||||
Vesting of early exercised stock options and restricted stock awards | $ 409 | 409 | |||||||||||
Stock-based compensation expense | 7,948 | 7,948 | |||||||||||
Net loss | (64,424) | (64,424) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 169,223,826 | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 286,039 | $ 17 | $ 429,005 | $ (142,983) | |||||||||
[1] | (1) This amount represents shares that were not issued upon the closing of the Merger (see Note 3) as a result of a shareholder’s demand for appraisal rights. If the appraisal rights demand is withdrawn or not perfected with the Delaware Court of Chancery, these shares will be issued to the shareholder. |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | May 31, 2020 | |
Original Issuance Price (in dollars per share) | $ 6.11 | |||
Adjustments to stock issuance costs | $ 58,673 | |||
Series B-1 | ||||
Original Issuance Price (in dollars per share) | $ 3.9760 | $ 3.9760 | $ 3.9760 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income and comprehensive (loss) income | $ (64,424) | $ 938 |
Adjustments to reconcile net loss to net cash provided by operations: | ||
Share-based compensation | 8,522 | 1,259 |
Depreciation and amortization | 1,083 | 1,396 |
Transaction expenses related to the Merger | 3,132 | 0 |
Amortization of right-of-use assets | 1,056 | 651 |
Impairment of right-of-use assets | 265 | 0 |
Bad debt allowance | 302 | 100 |
Change in fair value of warrant liabilities | 25,959 | 908 |
Settlement of related party promissory notes | 5,517 | 0 |
Other | 0 | 71 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,017 | (331) |
Prepaid expenses and other assets | (918) | (537) |
Accounts payable | 861 | (926) |
Accrued expenses and other current liabilities | (741) | (3,572) |
Accrued compensation and benefits | (11,606) | (340) |
Operating lease liabilities | (1,202) | (860) |
Net cash used in operating activities | (30,177) | (1,243) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (11) | 0 |
Capitalized internal-use software development costs | (1,681) | (117) |
Net cash used in investing activities | (1,692) | (117) |
Cash flows from financing activities: | ||
Proceeds from the Merger | 7,865 | 0 |
Proceeds from issuance of private placement | 208,000 | 0 |
Payments for offering costs | (56,379) | 0 |
Proceeds from exercise of options, including proceeds from repayment of promissory notes | 105 | 432 |
Repayment of notes payable | 0 | (2,863) |
Net cash provided by (used in) financing activities | 159,591 | (2,431) |
Net increase (decrease) in cash and cash equivalents | 127,722 | (3,791) |
Cash, cash equivalents and restricted cash, beginning of the period | 76,404 | 42,179 |
Cash, cash equivalents and restricted cash, end of the period | 204,126 | 38,388 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 642 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchases not yet paid | 95 | 0 |
Deferred offering costs accrued and not yet paid | 473 | 0 |
Capitalized internal-use software development costs accrued and not yet paid | 360 | 101 |
Reclassification of deferred offering costs to equity | 5,923 | 0 |
Conversion of preferred stock | 246,049 | 0 |
Conversion of May 2020 and October 2020 preferred stock warrants of Legacy Forge to common stock warrants | 2,949 | 0 |
Non-cash assets acquired in the Merger | 193 | 0 |
Warrants issued in connection with FPA | 3,080 | 0 |
Assumption of merger warrants liability | 13,983 | 0 |
Recapitalization of Legacy Forge common stock | 5 | 0 |
Vesting of early exercised stock options and restricted stock awards | 409 | 11 |
Issuance of common stock upon settlement of promissory notes | 4,207 | 0 |
Early excercise of common stock options upon settlement of related party promissory notes | $ 1,310 | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Forge Global Holdings, Inc. (the “Company” , and f/k/a Motive Capital Corp) is a financial services platform headquartered in San Francisco, California. The Company has built a trusted marketplace to serve the unique needs of the private market by making 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, the Company’s platform delivers opportunities to trade in private company stocks. Today, the Company is a leading provider of mission-critical infrastructure technology and services for the private market. On March 21, 2022 (the “Closing Date”), the Company consummated the Business Combination (as defined below) pursuant to the terms of the Agreement and Plan of Merger dated September 13, 2021 (the "Merger Agreement"), by and among Motive Capital Corp, a blank check company incorporated as a Cayman Islands exempted company in 2020 (“MOTV”), FGI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of MOTV (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Legacy Forge”). Pursuant to the Merger Agreement, on the Closing Date, immediately prior to the consummation of the Business Combination, MOTV changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware and changed its corporate name to "Forge Global Holdings, Inc." (the “Domestication”). On the Closing Date, Merger Sub merged with and into Legacy Forge (the "Merger"), with Legacy Forge surviving the Merger as a direct, wholly-owned subsidiary of the Company (together with the Merger, the Domestication, and the other transactions contemplated by the Merger Agreement, the “Business Combination”). The Merger was accounted for as a reverse recapitalization with Legacy Forge being the accounting acquirer and MOTV as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Legacy Forge and its wholly owned subsidiaries as if Legacy Forge is the predecessor to the Company. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio (the "Exchange Ratio") as established by the Merger Agreement (each outstanding share of Legacy Forge Class A common stock was exchanged for approximately 3.122931 shares of the Company’s common stock, including all shares of Legacy Forge preferred stock, which were converted to shares of Legacy Forge's Class A common stock immediately prior to the Merger). Prior to the Business Combination, MOTV’s units, public shares, and Public Warrants were listed on the New York Stock Exchange under the symbols “MOTV-UN”, “MOTV”, and “MOTV-WT”, respectively. On the Closing Date, the Company's common stock and Public Warrants began trading on The New York Stock Exchange (“NYSE”), under the symbols “FRGE” and “FRGE WS”, respectively. See Note 3, "Recapitalization" for additional details. |
Summary of Accounting Policies
Summary of Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 (each, a “Fund”). The Company does not have discretion to make any investment, except for the specific investment for which a 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. There have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2021, that have had a material impact on these condensed consolidated financial statements and related notes. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 and accompanying notes, are unaudited. These unaudited interim condensed consolidated financial statements (the "condensed consolidated financial statements") have been prepared in accordance with GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021 (the “audited consolidated financial statements”) that was included in the Company’s Form 8-K filed on March 25, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2022 and its condensed consolidated results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022 or any other future interim or annual periods. As a result of the Merger, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. 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 three months ended March 31, 2022, revenue outside of the United States, based on customer billing address, was $2,931, and was not material for the three months ended March 31, 2021. As of March 31, 2022 and December 31, 2021, 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 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 prior to the Merger, 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. Further, the Company applies judgment in determining whether, directly or indirectly, it has a controlling financial interest in the Funds, in order to conclude whether any of the Funds must be consolidated. Starting in 2020, the global COVID-19 pandemic created disruption in global supply chains, increased rates of unemployment and adversely impacted many industries. In 2022, 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 customers, employees, and business partners, 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 condensed consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2022. 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. 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 uncollectible are charged against the allowance for doubtful accounts when identified. The total allowance for doubtful accounts netted against account receivables in the condensed consolidated balance sheets was $1,819 and $1,517 as of March 31, 2022 and December 31, 2021, respectively. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise of cash and cash equivalents and restricted cash, payment-dependent notes receivables, and accounts receivable. 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 condensed 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 March 31, 2022 and December 31, 2021, the Company did not have any material concentrations of credit risk outside the ordinary course of business. As of March 31, 2022 and December 31, 2021, 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 three months ended March 31, 2022 and 2021, respectively. Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 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. 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 March 31, 2022 and December 31, 2021. Contract liabilities consist of deferred revenue, which relates to amounts invoiced in advance of performance under a revenue contract. The total contract liabilities of $230 and $357 as of March 31, 2022 and December 31, 2021, respectively, related to advance billings for placement fees and custodial administration fees, recorded in accrued expenses and other current liabilities on the condensed 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. Warrant Liabilities The Public Warrants, Private Placement Warrants and the warrants issued in connection with the Merger (see Note 3 and 10) 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 Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in-capital. Recent Accounting Pronouncements 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 and no new accounting pronouncements were adopted during the period. Recently Issued Accounting Pronouncements 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. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Recapitalization | Recapitalization As discussed in Note 1, “Organization and Description of Business”, on the Closing Date, Legacy Forge completed the acquisition of MOTV a nd acquired 100% of MOTV’s shares and Legacy Forge received gross proceeds of $215,613, which includes $7,865 in proceeds from MOTV's trust and bank accounts, net of redemptions, $68,500 in proceeds from the PIPE Investment (as defined below), of which $500 is recorded in accounts receivable in the condensed consolidated balance sheet as of March 31, 2022, and $140,000 in proceeds from the A&R FPA (as defined below). As of March 31, 2022, the Company recorded $61,806 of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Merger, of which $58,673 was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $3,132 was related to issuance of Public and Private Placement Warrants, including warrants issued to A&R FPA investors, and was expensed immediately upon consummation of the Merger as acquisition-related transaction cost in the condensed consolidated statements of operations and comprehensive (loss) income. The cash outflows related to these costs were presented as financing activities in the Company’s condensed consolidated statements of cash flows. These deferred offering costs are offset against proceeds upon accounting for the consummation of the Merger. In addition, upon closing of the Merger, certain executives received a one-time transaction bonus for an aggregate amount of $17,735, of which $12,218 was to be paid to the executives in cash, and the remaining amount $5,517 was offset against outstanding promissory notes that were due from these executives as of the Closing Date (see Note 10). The transaction bonus is included in compensation and benefits in the condensed consolidated statement of operations and comprehensive (loss) income for the three months ended March 31, 2022. On the Closing Date, each holder of MOTV Class A ordinary stock received one share of the Company’s common stock, par value $0.0001, for each MOTV Class A ordinary share held prior to the Merger, and each holder of MOTV Class B ordinary stock received one share of the Company’s common stock, par value $0.0001, for each MOTV Class B ordinary share held prior to the Merger. See Note 10, “Capitalization” and Note 11, “Warrants”, for additional details of the Company’s stockholders’ equity prior to and subsequent to the Merger. All equity awards of Legacy Forge were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s common stock. As a result, each outstanding stock option of Legacy Forge was converted into an option to purchase shares of the Company’s common stock based on the Exchange Ratio and each outstanding warrant of Legacy Forge was converted into a warrant to purchase shares of the Company’s common stock based on the Exchange Ratio. The Merger was accounted for as a reverse recapitalization with Legacy Forge as the accounting acquirer and MOTV as the acquired company for accounting purposes. Legacy Forge was determined to be the accounting acquirer since Legacy Forge's former management makes up the majority of the Company's management team, Legacy Forge’s former management nominated or represents a majority of the Company’s board of directors, and Legacy Forge represents the majority of the continuing operations of the Company. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Legacy Forge and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Forge. Each public and private warrant of MOTV that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s common stock upon exercise of such warrant. PIPE Investment On March 21, 2022, concurrently with the execution of the Merger Agreement, MOTV entered into subscription agreements with certain investors, to which such investors collectively subscribed for an aggregate of 6,850,000 shares of the Company’s common stock at $10.00 per share for aggregate gross proceeds of $68,500 (the “PIPE Investment”). The PIPE Investment was consummated concurrently with the closing of the Merger. Amended and Restated Forward Purchase Agreement |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsFinancial 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 did not have short-term investments as of March 31, 2022 and December 31, 2021. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: As of March 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 159,316 $ — $ — $ 159,316 Payment-dependent notes receivable, current 243 — — 243 Payment-dependent notes receivable, noncurrent — — 14,975 14,975 Total financial assets $ 159,559 $ — $ 14,975 $ 174,534 Payment-dependent notes payable, current 243 — — 243 Payment-dependent notes payable, noncurrent — — 14,975 14,975 Warrant liabilities — — 5,000 5,000 Public Warrants 30,654 — — 30,654 Private Placement Warrants — 12,262 — 12,262 Total financial liabilities $ 30,897 $ 12,262 $ 19,975 $ 63,134 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 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 the Private Placement Warrants within Level 2, because they were valued using quoted prices of an identical instrument. 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 March 31, 2022 Level 3 Measurements Fair Valuation Significant Range Financial assets Payment-dependent notes receivable $ 14,975 Transaction prices N/A(1) N/A Financial liabilities Payment-dependent notes payable $ 14,975 Transaction prices N/A(1) N/A As of December 31, 2021 Level 3 Measurements Fair Valuation Significant 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 (1) The Company considers completed transactions made through the Company’s platform for the relevant private securities as relevant data inputs. The Company uses 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, other than Public and Private Placement Warrants. 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 . Subsequent to the Merger, the Series B-1 preferred stock warrants and Junior preferred stock warrants were converted to common stock warrants. As a result, the Series B-1 preferred stock warrants were remeasured at fair value prior to the conversion resulting in a change in fair value of $106 recognized as a component o f change in fair value of warrant liabilities within the condensed consolidated statements of operations and comprehensive (loss) income, and then settled in additional paid-in capital as a result of the conversion to equity-classified common stock warrants. The Junior Preferred Warrants (as defined below, see Note 11) were remeasured at fair value prior to the conversion, which did not result in a change in fair value for the three months ended March 31, 2022. These warrants will remain liability-classified, as the Company has an obligation to issue a variable number of shares of common stock for a fixed monetary amount of $5,000. The Company estimated the fair value of the warrants' liability, other than Public and Private Placement Warrants, as of March 31, 2022 and December 31, 2021, respectively, using the following key assumptions: As of March 31, December 31, Fair value of underlying securities $ 33.9 $ 30.8 Discounts for lack of marketability 0.0% 0.0% Expected term (years) 3.6 3.4 – 8.8 Expected volatility 44.3% 40.4% – 44.3% Risk-free interest rate 2.4% 1.0% – 1.5% Expected dividend yield 0.0% 0.0% Fair value per warrant 23.2 $5.0 - $22.0 The Company performed calculation of the fair value of Junior Preferred Warrants as of March 31, 2022 based on the assumptions noted above, however the total warrant liability associated with the Junior Preferred Warrants has not changed, as the Company's obligation to issue a variable number of shares of common stock is limited to a maximum fixed fair value amount of $5,000. The Public Warrants were valued as of March 31, 2022 using the listed trading price of $1.66 per public warrant. 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 a company going public and listing on a national securities exchange. During the three months ended March 31, 2022 there were no transfers of securities into or out of Level 3. During the three months ended March 31, 2021, 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 acquirer, and the Company was able to obtain independent market-quoted prices for the acquirer company. The following tables provide reconciliation for all financial assets measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2022 and 2021: Balance as of December 31, 2020 $ 51,859 Acquisition of short-term investments 362 Change in fair value of short-term investments (23) Short-term investments transferred out of Level 3 to Level 1 (339) Change in fair value of payment-dependent notes receivable 21,309 Settlement of payment-dependent notes receivable (261) Balance as of March 31, 2021 $ 72,907 Balance as of December 31, 2021 $ 13,453 Change in fair value of payment-dependent notes receivable 1,522 Balance as of March 31, 2022 $ 14,975 The following tables provide reconciliation for payment-dependent notes payable measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2022 and 2021: Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes payable 21,309 Settlement of payment-dependent notes payable (261) Balance as of March 31, 2021 $ 72,907 Balance as of December 31, 2021 $ 13,453 Change in fair value of payment-dependent notes payable 1,522 Balance as of March 31, 2022 $ 14,975 The following tables provide reconciliation for warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2022 and 2021 : Balance as of December 31, 2020 $ 1,780 Change in fair value of warrant liabilities 908 Balance as of March 31, 2021 $ 2,688 Balance as of December 31, 2021 $ 7,844 Change in fair value of warrant liabilities 106 Settlement of the warrant liability via conversion to equity-classified common stock warrants (2,950) Balance as of March 31, 2022 $ 5,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Regulated Operations [Abstract] | |
Condensed Consolidated Balance Sheet Components | Condensed Consolidated Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: March 31, December 31, Prepaid expenses $ 3,702 $ 3,162 Other current assets 2,468 1,986 Prepaid expenses and other current assets $ 6,170 $ 5,148 Property and Equipment, Net Property and equipment, net consisted of the following: March 31, December 31, Computer equipment $ 335 $ 336 Furniture and fixtures 632 621 Leasehold improvements 415 320 Total property and equipment $ 1,382 $ 1,277 Less: accumulated depreciation (847) (780) Property and equipment, net $ 535 $ 497 For the three months ended March 31, 2022 and 2021, the Company recorded depreciation expense related to property and equipment amounting to $68 and $128, respectively. Internal-Use Software, Net Capitalized internal-use software consists of the following: March 31, December 31, Capitalized internal-use software $ 4,734 $ 2,860 Less: Accumulated amortization (253) (169) Total capitalized internal-use software $ 4,481 $ 2,691 For the three months ended March 31, 2022 and 2021, the Company recorded amortization expense on capitalized internal-use software placed in service amounting to $84 and $20, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: March 31, December 31, Accrued professional services $ 1,527 $ 1,798 Accrued payments related to acquisitions and financing 337 1,134 Accrued taxes and deferred tax liabilities 1,304 1,421 Common stock unvested liability 1,690 786 Other current liabilities 3,225 3,204 Total $ 8,083 $ 8,343 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net During the year ended December 31, 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 three months ended March 31, 2022. 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 2021 using the straight-line method over the estimated useful lives determined as 5 years. The components of intangible assets and accumulated amortization are as follows: As of March 31, 2022 Weight Average Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 2.7 years $ 13,200 $ (5,946) $ 7,254 Customer relationships 6.8 years 7,410 (1,931) 5,479 Trade name 0.0 years 320 (320) — Launched IPR&D assets 4.5 years 960 — 960 Total finite-lived intangible assets $ 21,890 $ (8,197) $ 13,693 Indefinite-lived intangible assets: Trade name – website domain (forge.com) Indefinite 2,202 — 2,202 Total indefinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (8,197) $ 15,895 As of December 31, 2021 Weight Average Gross Carrying Amount Accumulated Amortization Net Carrying 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 indefinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (7,266) $ 16,826 Amortization expense related to finite-lived intangible assets for the three months ended March 31, 2022 and 2021 was $931 and $1,248, respectively, and was included in depreciation and amortization in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. The table below presents estimated future amortization expense for finite-lived intangible assets as of March 31, 2022: Amount Remainder of 2022 $ 2,952 2023 3,936 2024 3,483 2025 823 2026 770 Thereafter 1,729 Total $ 13,693 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate for office space under operating leases. As of March 31, 2022, the remaining lease terms varied from 0.8 years to 3.3 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 in the condensed consolidated statements of operations and comprehensive (loss) income, for the three months ended March 31, 2022 and 2021 was $1,142 and $830, respectively. Operating lease expenses exclude short-term lease costs and variable lease costs, each of which was immaterial for the three months ended March 31, 2022 and 2021. Sublease income of $87 and $0 for the three months ended March 31, 2022 and 2021 are included in other income, net in the condensed consolidated statements of operations and comprehensive (loss) income. The table below presents additional information related to the Company’s operating leases: March 31, December 31, Operating lease right-of-use assets $ 6,560 $ 7,881 Operating lease liabilities, current $ 5,221 $ 5,367 Operating lease liabilities, noncurrent $ 4,102 $ 5,159 Weighted-average remaining lease term (in years) 1.99 2.00 Weighted-average discount rate 4.8 % 4.9 % Future undiscounted lease payments under operating leases as of March 31, 2022 were as follows: Lease Payment Obligation Sublease Income Net Lease Obligation Remainder of 2022 $ 4,436 $ (262) $ 4,174 2023 4,030 (349) 3,681 2024 936 (349) 587 2025 393 (204) 189 2026 — — — Total undiscounted lease payments $ 9,795 $ (1,164) $ 8,631 Less: Imputed interest (472) Present value of future lease payments $ 9,323 Less: operating lease liabilities, current 5,221 Operating lease liabilities, noncurrent $ 4,102 As of March 31, 2022, the Company did not have any additional significant lease contracts that had not yet commenced. During the three months ended March 31, 2022, the Company ceased using one of its leased office spaces and made a decision to sublease this space to a third party. The sublease agreement was signed in April 2022. Based on the terms of the sublease agreement, the Company determined that the right-of-use asset related to this office space is impaired, and recorded an impairment loss of $265 for the three months ended March 31, 2022 in rent and occupancy in the condensed consolidated statement of operations and comprehensive (loss) income. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe 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 provides disclosures and records 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 condensed consolidated balance sheets and expensed in general and administrative expenses in our condensed consolidated statements of operations and comprehensive (loss) income. 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, Erika McKiernan, in her capacity as Stockholder Representative for the former stockholders of of SharesPost , filed a lawsuit against the Company in the Court of Chancery of the State of Delaware, asserting claims in connection with the Agreement and Plan of Merger, dated as of May 10, 2020, by and among the Company, Sharespost, Thanksgiving Merger Sub, Inc., and Erika McKiernan as the Stockhoder Representative, as amended on November 6, 2020 (the "SharesPost Merger Agreement”). In general, the complaint asserts breaches of the SharesPost Merger Agreement and seeks declaratory judgements establishing those breaches The Company is unable to predict the outcome, nor the amount of time and expense that will be required to resolve this action. At this juncture, the Company does not believe this action will have a material adverse impact on its operations or financial position. The Company believes the allegations set forth in this action are without merit and intends to defend vigorously against the lawsuit. No provision for a loss contingency has been recorded as the amount of losses, if any, is not estimable as of March 31, 2022. 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 $6. During the three months ended March 31, 2022 and 2021, the Company contributed $418 and $134, respectively, to the defined contribution plan. Non-Cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties for purchases. As of March 31, 2022, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer totaling $8,606. D&O Insurance Effective March 21, 2022, the Company entered into a D&O insurance policy with an annual premium totaling $5,782, which was fully paid in April 2022. The insurance may cover certain liabilities arising from the Company's obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances. |
Off Balance Sheet Items
Off Balance Sheet Items | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Off Balance Sheet Items | 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 $80 and $331, and fund management expenses of $21 and $30 for the three months ended March 31, 2022 and 2021, respectively, included in transaction-based expenses in condensed consolidated statements of operations and comprehensive (loss) income. Also, the Company paid fund audit fees of $315 and $461 during the three months ended March 31, 2022 and 2021, respectively, included in professional services in condensed consolidated statements of operations and comprehensive (loss) income. 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 In October 2019, Legacy Forge issued convertible notes to investors, of which $2,400 was received from certain directors and employees of Legacy Forge. As of December 31, 2020, Legacy Forge had a $2,400 related party balance on convertible notes outstanding. The notes were fully repaid in January 2021. Legacy Forge 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 Legacy Forge’s common stock or redeemable convertible preferred stock. The Company recognized $631 in placement fee revenue in the condensed consolidated statements of operations and comprehensive (loss) income for trade executed with the underlying LLCs and portfolio companies for the three months ended March 31, 2022. The associated revenue recognized for the three months ended March 31, 2021 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 three months ended March 31, 2022 and 2021, the Company incurred $80 and $331 in insurance premiums, respectively, and are included in transaction-based expenses in the condensed consolidated statements of operations and comprehensive (loss) income. Financial Technology Partners LP (“Financial Technology Partners”), a shareholder of the Company, serves as financial and strategic advisor to the Company on its financing, merger, and acquisition transactions. During the three months ended March 31, 2022, the Company incurred $18,283 in fees to Financial Technology Partners, of which $17,356 was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $927 was related to issuance of Public and Private Placement Warrants, including warrants issued to A&R FPA investors, and was expensed immediately upon consummation of the Merger as acquisition-related transaction cost in the condensed consolidated statements of operations and comprehensive (loss) income. 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 $94 in rent to this shareholder during the three months ended March 31, 2022 and 2021, respectively, and are included in rent and occupancy in the condensed consolidated statements of operations and comprehensive (loss) income. James Herbert, II, one of the Company's directors, through the James and Cecillia Herbert 1994 Revocable Trust, purchased 75,000 shares of the Company's’s common stock (for a purchase price of $750) in the PIPE Investment, concurrently and in connection with the closing of the Business Combination. Mr. Herbert's transaction was on the same terms as the other investors who purchased shares in the PIPE Investment pursuant to certain subscription agreements dated September 13, 2021. Prior to the Business Combination, one of Legacy Forge's directors was also a director of Temasek Holding (Private) Limited ("Temasek"). Temasek, through its wholly-owned subsidiary, Ossa Investments Pte. Ltd, purchased 1,000,000 shares of the Company's’s common stock (for a purchase price of $10,000) in the PIPE Investment, concurrently and in connection with the closing of the Business Combination. This transaction was on the same terms as the other investors who purchased shares in the PIPE Investment pursuant to certain subscription agreements dated September 13, 2021. |
Capitalization
Capitalization | 3 Months Ended |
Mar. 31, 2022 | |
Capitalization [Abstract] | |
Capitalization | Capitalization Convertible Preferred Stock The following table summarizes Legacy Forge’s convertible preferred stock as of December 31, 2021 (in thousands, except for share data): As of December 31, 2021 Series Name Original Issuance Price Number of Shares Authorized Number of Shares Outstanding Carrying Value Net of Issuance Costs Aggregate Liquidation Preference Series AA $ 0.9867 3,482,030 3,482,030 $ 3,435 $ 3,435 Series B $ 3.4132 20,660,715 20,660,715 70,045 70,519 Series B-1 $ 3.9760 49,809,148 42,133,496 150,553 167,523 Series B-2 $ 3.9760 2,515,083 412,623 1,640 1,640 Junior $ 3.9760 10,348,216 7,225,285 20,383 28,728 Total 86,815,192 73,914,149 $ 246,056 $ 271,845 Immediately prior to the effective time of the Merger, all series of convertible preferred stock of Legacy Forge were converted into shares of Class AA common stock of Legacy Forge on a one-for-one basis and then converted into the Company’s common stock at the Exchange Ratio . As of March 31, 2022, no shares of convertible preferred stock were outstanding. Common Stock Prior to the Merger, Legacy Forge had 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. Holders of such common stock were entitled to receive any dividends if and when such dividends are declared by the board of directors. Common stock was subordinated to the convertible preferred stock with respect to dividend rights and rights upon certain deemed liquidation events. Common stock was not redeemable at the option of the holder or by Legacy Forge. As of December 31, 2021, Legacy Forge was authorized to issue up to 257,968,554 shares of its capital stock, of which 171,153,360 shares were designated as common stock. The holders of the Class EE-1 common stock and Class AA common stock were entitled to one vote for each share and the holders of Class EE-2 common stock were 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, were entitled to appoint four members of the board of directors, who were deemed common directors. As of December 31, 2021, two members of the board of directors were elected by holders of common stock. Each share of Class AA common stock was convertible to one share of Class EE-1 common stock, up to a cumulative maximum of 1,873,758 shares of Class AA common stock, and each share of Class EE-1 common stock was convertible to one share of preferred stock upon authorization by the board of directors. In addition, each share of Class EE-1 or Class EE-2 was convertible, upon a disposition, to one share of Class AA common stock at the election of the holder. In April 2021, Legacy Forge amended and restated its certificate of incorporation to, (i) increase the number of authorized shares of all classes of stock (including preferred stock) to 257,968,554 and (ii) reclassify each share of Class EE-1 common stock and Class EE-2 common stock to one share of Class AA common stock. Merger Transaction On the Closing Date and in accordance with the terms and subject to the conditions of the Merger Agreement, each share of Legacy Forge Class AA common stock, par value $0.00001 per share, was canceled and converted into the right to receive the applicable portion of the merger consideration comprised of the Company’s common stock, par value $0.0001 per share, based on the Exchange Ratio as determined in the Merger Agreement (the “Exchange Ratio”). On March 21, 2022, in connection with the Merger, the Company amended and restated its certificate of incorporation to authorize 2,100,000,000 shares of capital stock, consisting of (i) 2,000,000,000 shares of common stock, par value $0.0001 per share and (ii) 100,000,000 shares of preferred stock. The holders of common stock have exclusive voting power. Each share of common stock is entitled to one vote per share. The Company’s board of directors has the authority to issue shares of preferred stock in one or more series and to determine the preferences, privileges, and restrictions, including voting rights, of those shares. Upon the consummation of the Business Combination, the Company’s common stock and warrants began trading on the NYSE under the symbol “FRGE” and “FRGE WS”, respectively. As of March 31, 2022, the Company had authorized 2,000,000,000 and 100,000,000 shares of common stock and preferred stock respectively, and the Company had 169,223,826 shares of common stock and no shares of preferred stock issued and outstanding. Settlement of Nonrecourse Related-Party Promissory Notes |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Warrants | Warrants Warrants to Purchase Series B-1 Preferred Stock or Subsequent Round Stock In May 2020, Legacy Forge entered into a Note and Warrant Purchase Agreement with investors pursuant to which it issued certain convertible notes(the “2020 Convertible Notes”). In connection with the issuance of the 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 (the “May 2020 Warrants”). The note holders can purchase either (i) the Series B-1 preferred stock of Legacy Forge at Series B-1 price of $3.9760 or (ii) any subsequent round stock of Legacy Forge 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, Legacy Forge entered into a Loan and Security Agreement (“2020 Loan and Security Agreement”) with another lending institution that provided for a term loan in the amount of $15,000. In October 2020, simultaneously with the 2020 Loan and Security Agreement, the lender entered into a Warrant to Purchase Shares of Preferred Stock Agreement with Legacy Forge for the options to purchase a coverage amount of $3,513 of shares (the “October 2020 Warrants”). The investors can purchase either the Series B-1 convertible preferred stock of Legacy Forge at Series B-1 price of $3.9760 or (ii) any subsequent round stock of Legacy Forge at the subsequent round price. The warrants have a ten-year contractual life and may be exercised at any time during that period. Prior to the Merger, the May 2020 Warrants and October 2020 Warrants were classified as liabilities in Legacy Forge's consolidated balance sheets. Legacy Forge remeasured the May 2020 Warrants and October 2020 Warrants at each balance sheet date to fair value (Note 4). Subsequent to the Merger, the May 2020 Warrants and October 2020 Warrants were converted to Legacy Forge's common stock warrants. As a result, the May 2020 Warrants and October 2020 Warrants were adjusted to fair value prior to conversion, and then settled in additional paid-in capital as a result of the conversion to equity-classified common stock warrants. The Company recorded changes in fair value of the May 2020 Warrants and October 2020 Warrants of $106 and $123 in change in fair value of warrant liabilities in the Company’s condensed consolidated statements of operations and comprehensive (loss) income during the three months ended March 31, 2022 and 2021, respectively. Warrants to Purchase Junior Preferred Stock In November 2020, in connection with the SharesPost acquisition, Legacy Forge issued a total of 3,122,931 warrants (“Junior Preferred Warrants”) to purchase shares of Legacy Forge's Junior Preferred Stock at an exercise price of $3.9760 per share, with a cap of extended value of $5,000. The Junior Preferred Warrants have a five-year contractual life and may be exercised at any time during that period. Prior to the Merger, the warrants were classified as a liability in the condensed consolidated balance sheets. The Company remeasures the warrants at each balance sheet date using a hybrid method (Note 4). Subsequent to the Merger, the Junior Preferred Warrants were converted to the Company's common stock warrants. As a result, the Junior Preferred Warrants were adjusted to fair value prior to conversion and remain classified as a liability, as the Company has an obligation to issue a variable number of shares of common stock for a fixed monetary amount of $5,000. The Company recorded changes in fair value of the Junior Preferred Warrants that were converted to warrants to purchase common stock of $0 and $785 change in fair value of warrant liabilities in the Company’s condensed consolidated statements of operations and comprehensive (loss) income during the three months ended March 31, 2022 and 2021, respectively. Public Warrants and Private Placement Warrants As the accounting acquirer, Legacy Forge is deemed to have assumed warrants for Class A common stock that were held by Motive Capital Funds Sponsor, LLC (the “Sponsor”) at an exercise price of $11.50 ("Private Placement Warrants"), 13,800,000 Class A common stock warrants held by MOTV's shareholders at an exercise price of $11.50 ("Public Warrants"), an d 4,666,664 Public Warrants at an exercise price of $11.50 that were issued in connection with the A&R FPA that was consummated upon the Closing Date. In accordance with the warrant agreement, warrants will become exercisable on April 21, 2022, subject to other terms of the warrant agreement, including but not limited to, the Company having an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. The warrants will expire in five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Subsequent to the Merger, the Private Placement Warrants and Public Warrants for shares of common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity's own stock. Therefore, these warrants are classified as liabilities on the condensed consolidated balance sheets. As of March 31, 2022, no warrants have been exercised. As of March 31, 2022, the following warrants were outstanding (in thousands, except for share and per share amounts): Warrant Type Shares Exercise Price per Share Public 18,466,604 $ 11.50 Private 7,386,667 $ 11.50 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-Based Compensation Prior Stock Plan In March 2018, Legacy Forge 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 awards (“RSAs”), and other forms of share-based awards. The 2018 Plan was terminated in March 2022 in connection with the adoption of the 2022 Stock Plan (the “2022 Plan”). Accordingly, no shares are available for future issuances under the 2018 Plan following the adoption of the 2022 Plan. 2022 Stock Plan In March 2022, prior to and in connection with the Merger, the Company adopted the 2022 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 Company has reserved 12,899,504 shares of common stock 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, 2023 and on each January 1 thereafter and ending on the tenth anniversary of the adoption date of the 2022 Plan, in an amount equal to (1) 3% of the outstanding number of shares of common stock of the Company on the preceding December 31, or (2) a lesser number of shares as approved by the Company's board of directors. 2022 Employee Stock Purchase Plan In March 2022, prior to and in connection with the Merger, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP authorizes the issuance of 4,072,000 shares of common stock under purchase rights granted to the Company's employees or to employees of any of its 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, 2023 and each January 1 thereafter until the 2022 ESPP terminates according to its terms, by the lesser of (i) 4,072,000 shares of common stock, or (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31. The Company's board of directors may determine that such increase will be less than the amount set forth in (i) and (ii) above. Reserve for Issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: March 31, December 31, Conversion of convertible preferred stock — 86,815,192 Warrants to purchase convertible preferred stock — 3,540,546 Warrants to purchase common stock 3,774,437 233,891 Shares available for grant under 2018 Plan — 1,133,920 Stock options issued and outstanding under 2018 Plan 14,960,960 15,712,433 Shares available for grant under 2022 Plan 12,899,504 — Stock options issued and outstanding under 2022 Plan — — Shares available for grant under 2022 ESPP 4,072,000 — Outstanding Private Placement Warrants 7,386,667 — Outstanding Public Warrants 18,466,604 — Total shares of common stock reserved 61,560,172 107,435,982 Stock options Stock options generally vest over four years and expire ten years from the date of grant. Vested stock options generally expire from three months to five years after termination of employment. Stock option activity during the three months ended March 31, 2022 consisted of the following: Stock Options Weighted Average Exercise Price Weighted- Averages Life (Years) Aggregate Intrinsic Value Balance as of December 31, 2021 5,031,310 $ 6.85 9.2 years $ 120,491 Retroactive application of recapitalization 10,681,124 $ (4.66) Balance as of December 31, 2021 15,712,434 $ 2.19 Exercised (194,977) $ 0.54 Cancelled/Forfeited/Expired (556,497) $ 0.63 Balance as of March 31, 2022 14,960,960 $ 2.27 8.7 years $ 472,858 Vested and exercisable as of March 31, 2022 4,549,923 $ 0.80 8.0 years $ 150,512 The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2022 and 2021 were $0 and $2.35 per share, respectively. The intrinsic value of stock options exercised during the three months ended March 31, 2022 and 2021 was $5,901 and $17,510, respectively. The total grant date fair value of stock options vested during the three months ended March 31, 2022 and 2021 was $5,736 and $2,495, respectively. The Company recorded share-based compensation of $7,757 and $991 for the three months ended March 31, 2022 and 2021, respectively, related to stock options. In addition, for the three months ended March 31, 2022, the Company recognized stock-based compensation expense of $621 related to pre-close issuance common stock for services. Future share-based compensation for unvested stock options granted and outstanding as of March 31, 2022, is $18,892, which is to be recognized over a weighted-average period of 2.57 years . Performance and Market Condition Options In May 2021, Legacy Forge’s board of directors granted the Chief Executive Officer a performance and market condition-based option covering 3,122,931 shares of Legacy Forge's Class AA common stock with an exercise price of $3.9760 per share. The options are divided into three tranches of 1,040,976 options, 1,040,976 options and 1,040,979 options, corresponding to the three Aggregate Exit Proceeds Thresholds (as defined below). The awards vest only upon the satisfaction of (1) certain performance conditions, which is the occurrence of an IPO, merger with a SPAC, or a secondary sale for total proceeds of at least $250,000 and (2) market condition, which is holders of Legacy Forge's B-1 Preferred Stock having realized (i) aggregate exit proceeds with fair market value of at least $9.94, $14.91, and $19.88 per share (the “Share Price Thresholds”); 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, merger with a SPAC or acquisition, that is equal to or greater than 20.0%, 30.0% and 35.0% (the “IRR Thresholds”, and together with the Share Price Thresholds, the “Aggregate Exit Proceeds Thresholds”). In the event of an IPO or a merger with a SPAC, the Aggregate Exit Proceeds Thresholds are measured on the basis of the closing price average for any trailing 20 trading day period (the “Measurement Period”) that occurs following such IPO or a merger with a SPAC, with the Measurement Period commencing upon expiration of the 180-day lock-up period following such IPO or merger with a SPAC, until the options expire or the Chief Executive Officer ceases to provide services to the Company. The options expire within 10 years less one day following the grant date. Upon consummation of the Business Combination, the performance condition was met and the Company recorded cumulative catch-up compensation expense of $4,564 during the three months ended March 31, 2022. The Company used the 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 $2.27 per option share estimated using the Monte Carlo simulation methodology. The unrecognized compensation expense was $2,532 as of March 31, 2022. Early Exercised Options Under the 2018 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 March 31, 2022 and December 31, 2021, the cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the condensed consolidated balance sheets were $1,554 and $785 as of March 31, 2022 and December 31, 2021, respectively, which will be transferred to additional paid-in capital upon vesting. Nonrecourse Promissory Notes to Early Exercise Stock Options In the three months ended March 31, 2021, certain executive officers of the company exercised stock options early by executing promissory notes. 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. During the three months ended March 31, 2022, there were no promissory notes issued upon early exercise of options. All outstanding promissory notes have been settled as of March 31, 2022. Options Granted to Directors In July 2021, Legacy Forge’s board of directors granted options to certain members of the board in connection with their services, to purchase 499,669 shares of Legacy Forge's Class AA common stock at exercise price of $5.43 per share. 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 was satisfied as of March 31, 2022 and the Company 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 $ 6.11 Expected term (years) 5.3 Expected volatility 40.0% Risk-free interest rate 0.7% Expected dividend yield 0.0% RSAs Certain RSAs were granted to the Company's executives in exchange for a consideration at a specified strike price and were further subject to vesting condition. To the extent unvested, the shares issued in respect of such RSAs remain subject to repurchase. As of March 31, 2022, and December 31, 2021, there were 520,489 and no shares that were subject to repurchase, respectively, with the aggregate exercise price of $135 and $0, respectively. The related common stock unvested liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheet. The Company recorded share-based compensation expense of $148 and $148 for the three months ended March 31, 2022 and 2021, respectively, related to RSAs. As of March 31, 2022, the total unrecognized expense related to all RSAs was $223, which the Company expects to recognize over a weighted-average period of 0.25 years |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate from continuing operations was (0.2)% and (0.9)% for the three months ended March 31, 2022 and 2021, respectively. The Company’s full allowance in the United States caused the year-to-date effective tax rate to be different from the U.S. federal statutory tax rate. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss per Share Prior to the Merger and prior to effecting the recapitalization, the holders of Legacy Forge's Class AA, Class EE-1 and Class EE-2 common stock were 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. Earnings per share calculations for all periods prior to the Merger have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the reverse capitalization. Subsequent to the Merger, the Company has one class of common stock. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period using the two-class method. The Company’s convertible notes, redeemable preferred stock, stock options, warrants, and early exercised stock options are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders because the holders of these securities do not have a contractual right to share in the Company's losses, and their effect would be antidilutive. Therefore, the net loss for the three months ended March 31, 2022 was attributed to common stockholders only. The following table sets forth the computation of basic and diluted net (loss) income per share attributable to common stockholders for the periods presented: Three Months Ended March 31, 2022 2021 Numerator: Net (loss) income attributable to common stockholders, basic $ (64,424) $ 938 Less: undistributed earnings attributable to participating securities $ — $ (938) Net (loss) income attributable to common stockholders, diluted $ (64,424) $ — Denominator: Weighted-average number of shares used to compute net (loss) income per share attributable to common stockholders, basic 66,007,461 61,598,361 Dilutive effect of common share equivalents — 54,714,474 Weighted-average number of shares used to compute net (loss) income per share attributable to common stockholders, diluted 66,007,461 116,312,835 Net (loss) income per share attributed to common stockholders: Basic $ (0.98) $ 0.00 Diluted $ (0.98) $ 0.00 The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: Three Months Ended March 31, 2022 2021 Outstanding options 14,960,963 17,176 Common stock and preferred stock warrants 3,774,437 3,774,437 Public and Private Placement Warrants issued upon Merger 25,853,271 — Common stock subject to repurchase 3,018,878 — Convertible notes — 693,078 Total 47,607,549 4,484,691 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $80 and $331, and fund management expenses of $21 and $30 for the three months ended March 31, 2022 and 2021, respectively, included in transaction-based expenses in condensed consolidated statements of operations and comprehensive (loss) income. Also, the Company paid fund audit fees of $315 and $461 during the three months ended March 31, 2022 and 2021, respectively, included in professional services in condensed consolidated statements of operations and comprehensive (loss) income. 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 In October 2019, Legacy Forge issued convertible notes to investors, of which $2,400 was received from certain directors and employees of Legacy Forge. As of December 31, 2020, Legacy Forge had a $2,400 related party balance on convertible notes outstanding. The notes were fully repaid in January 2021. Legacy Forge 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 Legacy Forge’s common stock or redeemable convertible preferred stock. The Company recognized $631 in placement fee revenue in the condensed consolidated statements of operations and comprehensive (loss) income for trade executed with the underlying LLCs and portfolio companies for the three months ended March 31, 2022. The associated revenue recognized for the three months ended March 31, 2021 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 three months ended March 31, 2022 and 2021, the Company incurred $80 and $331 in insurance premiums, respectively, and are included in transaction-based expenses in the condensed consolidated statements of operations and comprehensive (loss) income. Financial Technology Partners LP (“Financial Technology Partners”), a shareholder of the Company, serves as financial and strategic advisor to the Company on its financing, merger, and acquisition transactions. During the three months ended March 31, 2022, the Company incurred $18,283 in fees to Financial Technology Partners, of which $17,356 was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $927 was related to issuance of Public and Private Placement Warrants, including warrants issued to A&R FPA investors, and was expensed immediately upon consummation of the Merger as acquisition-related transaction cost in the condensed consolidated statements of operations and comprehensive (loss) income. 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 $94 in rent to this shareholder during the three months ended March 31, 2022 and 2021, respectively, and are included in rent and occupancy in the condensed consolidated statements of operations and comprehensive (loss) income. James Herbert, II, one of the Company's directors, through the James and Cecillia Herbert 1994 Revocable Trust, purchased 75,000 shares of the Company's’s common stock (for a purchase price of $750) in the PIPE Investment, concurrently and in connection with the closing of the Business Combination. Mr. Herbert's transaction was on the same terms as the other investors who purchased shares in the PIPE Investment pursuant to certain subscription agreements dated September 13, 2021. Prior to the Business Combination, one of Legacy Forge's directors was also a director of Temasek Holding (Private) Limited ("Temasek"). Temasek, through its wholly-owned subsidiary, Ossa Investments Pte. Ltd, purchased 1,000,000 shares of the Company's’s common stock (for a purchase price of $10,000) in the PIPE Investment, concurrently and in connection with the closing of the Business Combination. This transaction was on the same terms as the other investors who purchased shares in the PIPE Investment pursuant to certain subscription agreements dated September 13, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2022 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose or recognize in the accompanying financial statements. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. |
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 (each, a “Fund”). The Company does not have discretion to make any investment, except for the specific investment for which a 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. There have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2021, that have had a material impact on these condensed consolidated financial statements and related notes. |
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. |
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 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 prior to the Merger, 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. Further, the Company applies judgment in determining whether, directly or indirectly, it has a controlling financial interest in the Funds, in order to conclude whether any of the Funds must be consolidated. Starting in 2020, the global COVID-19 pandemic created disruption in global supply chains, increased rates of unemployment and adversely impacted many industries. In 2022, 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 customers, employees, and business partners, 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 condensed consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2022. 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. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts 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 uncollectible are charged against the allowance for doubtful accounts when identified. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise of cash and cash equivalents and restricted cash, payment-dependent notes receivables, and accounts receivable. 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 condensed 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 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. 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 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 |
Transaction-Based Expenses | 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 |
Warrant Liabilites | Warrant Liabilities The Public Warrants, Private Placement Warrants and the warrants issued in connection with the Merger (see Note 3 and 10) 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 Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in-capital. |
Recently Adopted and Issued Accounting Pronouncements | Recent Accounting Pronouncements 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 and no new accounting pronouncements were adopted during the period. Recently Issued Accounting Pronouncements 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. |
Summary of Accounting Policie_2
Summary of Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives for Property and Equipment | Property and equipment, net consisted of the following: March 31, December 31, Computer equipment $ 335 $ 336 Furniture and fixtures 632 621 Leasehold improvements 415 320 Total property and equipment $ 1,382 $ 1,277 Less: accumulated depreciation (847) (780) Property and equipment, net $ 535 $ 497 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis: As of March 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 159,316 $ — $ — $ 159,316 Payment-dependent notes receivable, current 243 — — 243 Payment-dependent notes receivable, noncurrent — — 14,975 14,975 Total financial assets $ 159,559 $ — $ 14,975 $ 174,534 Payment-dependent notes payable, current 243 — — 243 Payment-dependent notes payable, noncurrent — — 14,975 14,975 Warrant liabilities — — 5,000 5,000 Public Warrants 30,654 — — 30,654 Private Placement Warrants — 12,262 — 12,262 Total financial liabilities $ 30,897 $ 12,262 $ 19,975 $ 63,134 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 |
Fair Value Measurement Inputs and Valuation Techniques | 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 March 31, 2022 Level 3 Measurements Fair Valuation Significant Range Financial assets Payment-dependent notes receivable $ 14,975 Transaction prices N/A(1) N/A Financial liabilities Payment-dependent notes payable $ 14,975 Transaction prices N/A(1) N/A As of December 31, 2021 Level 3 Measurements Fair Valuation Significant 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 (1) The Company considers completed transactions made through the Company’s platform for the relevant private securities as relevant data inputs. As of March 31, December 31, Fair value of underlying securities $ 33.9 $ 30.8 Discounts for lack of marketability 0.0% 0.0% Expected term (years) 3.6 3.4 – 8.8 Expected volatility 44.3% 40.4% – 44.3% Risk-free interest rate 2.4% 1.0% – 1.5% Expected dividend yield 0.0% 0.0% Fair value per warrant 23.2 $5.0 - $22.0 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide reconciliation for all financial assets measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2022 and 2021: Balance as of December 31, 2020 $ 51,859 Acquisition of short-term investments 362 Change in fair value of short-term investments (23) Short-term investments transferred out of Level 3 to Level 1 (339) Change in fair value of payment-dependent notes receivable 21,309 Settlement of payment-dependent notes receivable (261) Balance as of March 31, 2021 $ 72,907 Balance as of December 31, 2021 $ 13,453 Change in fair value of payment-dependent notes receivable 1,522 Balance as of March 31, 2022 $ 14,975 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide reconciliation for payment-dependent notes payable measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2022 and 2021: Balance as of December 31, 2020 $ 51,859 Change in fair value of payment-dependent notes payable 21,309 Settlement of payment-dependent notes payable (261) Balance as of March 31, 2021 $ 72,907 Balance as of December 31, 2021 $ 13,453 Change in fair value of payment-dependent notes payable 1,522 Balance as of March 31, 2022 $ 14,975 The following tables provide reconciliation for warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2022 and 2021 : Balance as of December 31, 2020 $ 1,780 Change in fair value of warrant liabilities 908 Balance as of March 31, 2021 $ 2,688 Balance as of December 31, 2021 $ 7,844 Change in fair value of warrant liabilities 106 Settlement of the warrant liability via conversion to equity-classified common stock warrants (2,950) Balance as of March 31, 2022 $ 5,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Regulated Operations [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: March 31, December 31, Prepaid expenses $ 3,702 $ 3,162 Other current assets 2,468 1,986 Prepaid expenses and other current assets $ 6,170 $ 5,148 |
Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, December 31, Computer equipment $ 335 $ 336 Furniture and fixtures 632 621 Leasehold improvements 415 320 Total property and equipment $ 1,382 $ 1,277 Less: accumulated depreciation (847) (780) Property and equipment, net $ 535 $ 497 |
Capitalized Internal-Use Software, Net | Capitalized internal-use software consists of the following: March 31, December 31, Capitalized internal-use software $ 4,734 $ 2,860 Less: Accumulated amortization (253) (169) Total capitalized internal-use software $ 4,481 $ 2,691 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, Accrued professional services $ 1,527 $ 1,798 Accrued payments related to acquisitions and financing 337 1,134 Accrued taxes and deferred tax liabilities 1,304 1,421 Common stock unvested liability 1,690 786 Other current liabilities 3,225 3,204 Total $ 8,083 $ 8,343 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The components of intangible assets and accumulated amortization are as follows: As of March 31, 2022 Weight Average Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 2.7 years $ 13,200 $ (5,946) $ 7,254 Customer relationships 6.8 years 7,410 (1,931) 5,479 Trade name 0.0 years 320 (320) — Launched IPR&D assets 4.5 years 960 — 960 Total finite-lived intangible assets $ 21,890 $ (8,197) $ 13,693 Indefinite-lived intangible assets: Trade name – website domain (forge.com) Indefinite 2,202 — 2,202 Total indefinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (8,197) $ 15,895 As of December 31, 2021 Weight Average Gross Carrying Amount Accumulated Amortization Net Carrying 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 indefinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (7,266) $ 16,826 |
Schedule of Finite-Lived Intangible Assets | The components of intangible assets and accumulated amortization are as follows: As of March 31, 2022 Weight Average Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 2.7 years $ 13,200 $ (5,946) $ 7,254 Customer relationships 6.8 years 7,410 (1,931) 5,479 Trade name 0.0 years 320 (320) — Launched IPR&D assets 4.5 years 960 — 960 Total finite-lived intangible assets $ 21,890 $ (8,197) $ 13,693 Indefinite-lived intangible assets: Trade name – website domain (forge.com) Indefinite 2,202 — 2,202 Total indefinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (8,197) $ 15,895 As of December 31, 2021 Weight Average Gross Carrying Amount Accumulated Amortization Net Carrying 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 indefinite-lived intangible assets 2,202 — 2,202 Total intangible assets $ 24,092 $ (7,266) $ 16,826 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents estimated future amortization expense for finite-lived intangible assets as of March 31, 2022: Amount Remainder of 2022 $ 2,952 2023 3,936 2024 3,483 2025 823 2026 770 Thereafter 1,729 Total $ 13,693 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | The table below presents additional information related to the Company’s operating leases: March 31, December 31, Operating lease right-of-use assets $ 6,560 $ 7,881 Operating lease liabilities, current $ 5,221 $ 5,367 Operating lease liabilities, noncurrent $ 4,102 $ 5,159 Weighted-average remaining lease term (in years) 1.99 2.00 Weighted-average discount rate 4.8 % 4.9 % |
Future Undiscounted Lease Payments | Future undiscounted lease payments under operating leases as of March 31, 2022 were as follows: Lease Payment Obligation Sublease Income Net Lease Obligation Remainder of 2022 $ 4,436 $ (262) $ 4,174 2023 4,030 (349) 3,681 2024 936 (349) 587 2025 393 (204) 189 2026 — — — Total undiscounted lease payments $ 9,795 $ (1,164) $ 8,631 Less: Imputed interest (472) Present value of future lease payments $ 9,323 Less: operating lease liabilities, current 5,221 Operating lease liabilities, noncurrent $ 4,102 |
Capitalization (Tables)
Capitalization (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Capitalization [Abstract] | |
Temporary Equity | The following table summarizes Legacy Forge’s convertible preferred stock as of December 31, 2021 (in thousands, except for share data): As of December 31, 2021 Series Name Original Issuance Price Number of Shares Authorized Number of Shares Outstanding Carrying Value Net of Issuance Costs Aggregate Liquidation Preference Series AA $ 0.9867 3,482,030 3,482,030 $ 3,435 $ 3,435 Series B $ 3.4132 20,660,715 20,660,715 70,045 70,519 Series B-1 $ 3.9760 49,809,148 42,133,496 150,553 167,523 Series B-2 $ 3.9760 2,515,083 412,623 1,640 1,640 Junior $ 3.9760 10,348,216 7,225,285 20,383 28,728 Total 86,815,192 73,914,149 $ 246,056 $ 271,845 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Schedule of Warrants Outstanding | As of March 31, 2022, the following warrants were outstanding (in thousands, except for share and per share amounts): Warrant Type Shares Exercise Price per Share Public 18,466,604 $ 11.50 Private 7,386,667 $ 11.50 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: March 31, December 31, Conversion of convertible preferred stock — 86,815,192 Warrants to purchase convertible preferred stock — 3,540,546 Warrants to purchase common stock 3,774,437 233,891 Shares available for grant under 2018 Plan — 1,133,920 Stock options issued and outstanding under 2018 Plan 14,960,960 15,712,433 Shares available for grant under 2022 Plan 12,899,504 — Stock options issued and outstanding under 2022 Plan — — Shares available for grant under 2022 ESPP 4,072,000 — Outstanding Private Placement Warrants 7,386,667 — Outstanding Public Warrants 18,466,604 — Total shares of common stock reserved 61,560,172 107,435,982 |
Schedule of Stock Option Activity | Stock option activity during the three months ended March 31, 2022 consisted of the following: Stock Options Weighted Average Exercise Price Weighted- Averages Life (Years) Aggregate Intrinsic Value Balance as of December 31, 2021 5,031,310 $ 6.85 9.2 years $ 120,491 Retroactive application of recapitalization 10,681,124 $ (4.66) Balance as of December 31, 2021 15,712,434 $ 2.19 Exercised (194,977) $ 0.54 Cancelled/Forfeited/Expired (556,497) $ 0.63 Balance as of March 31, 2022 14,960,960 $ 2.27 8.7 years $ 472,858 Vested and exercisable as of March 31, 2022 4,549,923 $ 0.80 8.0 years $ 150,512 |
Schedule of Valuation Assumptions Using Black-Scholes | The fair value has been estimated using the Black-Scholes pricing model with the following assumptions: Fair value of common stock $ 6.11 Expected term (years) 5.3 Expected volatility 40.0% Risk-free interest rate 0.7% Expected dividend yield 0.0% |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net (loss) income per share attributable to common stockholders for the periods presented: Three Months Ended March 31, 2022 2021 Numerator: Net (loss) income attributable to common stockholders, basic $ (64,424) $ 938 Less: undistributed earnings attributable to participating securities $ — $ (938) Net (loss) income attributable to common stockholders, diluted $ (64,424) $ — Denominator: Weighted-average number of shares used to compute net (loss) income per share attributable to common stockholders, basic 66,007,461 61,598,361 Dilutive effect of common share equivalents — 54,714,474 Weighted-average number of shares used to compute net (loss) income per share attributable to common stockholders, diluted 66,007,461 116,312,835 Net (loss) income per share attributed to common stockholders: Basic $ (0.98) $ 0.00 Diluted $ (0.98) $ 0.00 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: Three Months Ended March 31, 2022 2021 Outstanding options 14,960,963 17,176 Common stock and preferred stock warrants 3,774,437 3,774,437 Public and Private Placement Warrants issued upon Merger 25,853,271 — Common stock subject to repurchase 3,018,878 — Convertible notes — 693,078 Total 47,607,549 4,484,691 |
Organization and Description _2
Organization and Description of Business (Details) | Mar. 21, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Exchange ratio | 3.122931 |
Summary of Accounting Policie_3
Summary of Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||
Total revenues | $ 20,022,000 | $ 32,055,000 | |
Change in allowance for doubtful accounts | 1,819,000 | $ 1,517,000 | |
Contract liabilities | 230,000 | $ 357,000 | |
Non-US | |||
Accounting Policies [Line Items] | |||
Total revenues | $ 2,931,000 | $ 0 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | Mar. 21, 2022USD ($)shares$ / shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / shares |
Recapitalization [Line Items] | ||||
Shares acquired percentage | 100.00% | |||
Proceeds from reverse recapitalization | $ 215,613 | |||
Proceeds from the Merger | $ 7,865 | $ 0 | ||
Purchase price | 208,000 | 0 | ||
Payments of reverse recapitalization transaction costs | 61,806 | |||
Private placement proceeds receivable | 500 | |||
Adjustments to stock issuance costs | 58,673 | |||
Transaction expenses related to the Merger | 3,132 | |||
Settlement of related party promissory notes | 5,517 | $ 0 | ||
One time transaction bonus | 17,735 | |||
Portion paid in cash | $ 12,218 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A | Motive Capital Corp | ||||
Recapitalization [Line Items] | ||||
Conversion ratio (in shares) | shares | 1 | |||
Class B | Motive Capital Corp | ||||
Recapitalization [Line Items] | ||||
Conversion ratio (in shares) | shares | 1 | |||
PIPE Investment | ||||
Recapitalization [Line Items] | ||||
Purchase price | $ 68,500 | $ 68,500 | ||
PIPE Investment | Private Placement | ||||
Recapitalization [Line Items] | ||||
Shares issued (in shares) | shares | 6,850,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||
Motive Fund Vehicles Investor | ||||
Recapitalization [Line Items] | ||||
Purchase price | $ 140,000 | |||
Sale of units (in shares) | shares | 1 | |||
Motive Fund Vehicles Investor | Public Warrants | ||||
Recapitalization [Line Items] | ||||
Sale of unit, number of warrants in each unit | shares | 0.0033 | |||
Motive Fund Vehicles Investor | Private Placement | ||||
Recapitalization [Line Items] | ||||
Number of units issued in transaction (in units) | shares | 14,000,000 | |||
Sale of units, price per unit (in dollars per unit) | $ / shares | $ 10 | |||
Common Stock | ||||
Recapitalization [Line Items] | ||||
Shares issued (in shares) | shares | 73,914,149 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy for Assets and Liabilities on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | $ 243 | $ 1,153 |
Payment-dependent notes receivable, noncurrent | 14,975 | 13,453 |
Payment-dependent notes payable, current | 243 | 1,153 |
Payment-dependent notes payable, noncurrent | 14,975 | 13,453 |
Warrant liabilities | 47,916 | 7,844 |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, noncurrent | 14,975 | 13,453 |
Payment-dependent notes payable, noncurrent | 14,975 | 13,453 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 243 | 1,153 |
Payment-dependent notes receivable, noncurrent | 14,975 | 13,453 |
Total financial assets | 174,534 | 38,846 |
Payment-dependent notes payable, current | 243 | 1,153 |
Payment-dependent notes payable, noncurrent | 14,975 | 13,453 |
Warrant liabilities | 7,844 | |
Total financial liabilities | 63,134 | 22,450 |
Fair Value, Recurring | Warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 5,000 | |
Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 30,654 | |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 12,262 | |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents: | 159,316 | 24,240 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 243 | 1,153 |
Payment-dependent notes receivable, noncurrent | 0 | 0 |
Total financial assets | 159,559 | 25,393 |
Payment-dependent notes payable, current | 243 | 1,153 |
Payment-dependent notes payable, noncurrent | 0 | 0 |
Warrant liabilities | 0 | |
Total financial liabilities | 30,897 | 1,153 |
Fair Value, Recurring | Level 1 | Warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 30,654 | |
Fair Value, Recurring | Level 1 | Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Recurring | Level 1 | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents: | 159,316 | 24,240 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 0 | 0 |
Payment-dependent notes receivable, noncurrent | 0 | 0 |
Total financial assets | 0 | 0 |
Payment-dependent notes payable, current | 0 | 0 |
Payment-dependent notes payable, noncurrent | 0 | 0 |
Warrant liabilities | 0 | |
Total financial liabilities | 12,262 | 0 |
Fair Value, Recurring | Level 2 | Warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Recurring | Level 2 | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Recurring | Level 2 | Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 12,262 | |
Fair Value, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 0 | 0 |
Payment-dependent notes receivable, noncurrent | 14,975 | 13,453 |
Total financial assets | 14,975 | 13,453 |
Payment-dependent notes payable, current | 0 | 0 |
Payment-dependent notes payable, noncurrent | 14,975 | 13,453 |
Warrant liabilities | 7,844 | |
Total financial liabilities | 19,975 | 21,297 |
Fair Value, Recurring | Level 3 | Warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 5,000 | |
Fair Value, Recurring | Level 3 | Public Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Recurring | Level 3 | Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents: | $ 0 | $ 0 |
Fair Value Measurements - Payme
Fair Value Measurements - Payment-Dependent Notes Receivable and Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, noncurrent | $ 14,975 | $ 13,453 |
Payment-dependent notes payable, noncurrent | 14,975 | 13,453 |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, noncurrent | 14,975 | 13,453 |
Payment-dependent notes payable, noncurrent | $ 14,975 | $ 13,453 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value of warrant liabilities | $ 25,959 | $ 908 | |
Junior | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value of warrant liabilities | 0 | 785 | |
Exercise price of warrants or rights extended value cap | $ 5 | ||
Series B-1 | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value of warrant liabilities | $ 106 | $ 123 | |
Public Warrants | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Trading price of public warrants (in dollars per share) | $ 1.66 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation of Warrants (Details) - Warrant liabilities - Monte Carlo Model | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Fair value of underlying securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 33.9 | 30.8 |
Discounts for lack of marketability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 3.6 | |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.443 | |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.024 | |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 23.2 | |
Minimum | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 3.4 | |
Minimum | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.404 | |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.010 | |
Minimum | Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 5 | |
Maximum | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 8.8 | |
Maximum | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.443 | |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.015 | |
Maximum | Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 22 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 13,453 | $ 51,859 |
Ending balance | 14,975 | 72,907 |
Investments | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Acquisition | 362 | |
Change in fair value | (23) | |
Transfers out of Level 3 to Level 1 | (339) | |
Notes Receivable | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Change in fair value | $ 1,522 | 21,309 |
Settlements | $ (261) |
Fair Value Measurements - Pay_2
Fair Value Measurements - Payment-Dependent Notes Payable Roll Forward (Details) - Notes Payable, Other Payables - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 13,453 | $ 51,859 |
Change in fair value | 1,522 | 21,309 |
Settlements | (261) | |
Ending balance | $ 14,975 | $ 72,907 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liabilities Roll Forward (Details) - Warrant - Warrant liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 7,844 | $ 1,780 |
Change in fair value | 106 | 908 |
Settlements | (2,950) | |
Ending balance | $ 5,000 | $ 2,688 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheet Components- Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Regulated Operations [Abstract] | ||
Prepaid expenses | $ 3,702 | $ 3,162 |
Other current assets | 2,468 | 1,986 |
Prepaid expenses and other current assets | $ 6,170 | $ 5,148 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 1,382 | $ 1,277 | |
Less: accumulated depreciation | (847) | (780) | |
Property and equipment, net | 535 | 497 | |
Depreciation expense | 68 | $ 128 | |
Computer equipment | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | 335 | 336 | |
Furniture and fixtures | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | 632 | 621 | |
Leasehold improvements | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 415 | $ 320 |
Condensed Consolidated Balanc_5
Condensed Consolidated Balance Sheet Components - Capitalized Internal-Use Software (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Regulated Operations [Abstract] | |||
Capitalized internal-use software | $ 4,734 | $ 2,860 | |
Less: Accumulated amortization | (253) | (169) | |
Total capitalized internal-use software | 4,481 | $ 2,691 | |
Capitalized internal-use software amortization expense | $ 84 | $ 20 |
Condensed Consolidated Balanc_6
Condensed Consolidated Balance Sheet Components - Accrued Expenses and Other Current Liabilites (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Regulated Operations [Abstract] | ||
Accrued professional services | $ 1,527 | $ 1,798 |
Accrued payments related to acquisitions and financing | 337 | 1,134 |
Accrued taxes and deferred tax liabilities | 1,304 | 1,421 |
Common stock unvested liability | 1,690 | 786 |
Other current liabilities | 3,225 | 3,204 |
Total | $ 8,083 | $ 8,343 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-lived intangible assets: | ||||
Payments to acquire intangible assets | $ 2,202,000 | |||
Goodwill period changes | $ 0 | |||
Amortization expense | $ 931,000 | $ 1,248,000 | ||
Launched IPR&D assets | ||||
Finite-lived intangible assets: | ||||
Useful life | 5 years | |||
Weight Average Remaining Amortization Period | 4 years 6 months | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 21,890 | $ 21,890 |
Accumulated amortization | (8,197) | (7,266) |
Total | 13,693 | 14,624 |
Indefinite-lived intangible assets: | ||
Trade name – website domain (forge.com) | 2,202 | 2,202 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross Carrying Amount | 24,092 | 24,092 |
Accumulated amortization | (8,197) | (7,266) |
Net Carrying Amount | 15,895 | 16,826 |
Trade name | ||
Indefinite-lived intangible assets: | ||
Trade name – website domain (forge.com) | $ 2,202 | $ 2,202 |
Developed technology | ||
Finite-lived intangible assets: | ||
Weight Average Remaining Amortization Period | 2 years 8 months 12 days | 3 years |
Gross Carrying Amount | $ 13,200 | $ 13,200 |
Accumulated amortization | (5,946) | (5,250) |
Total | 7,254 | 7,950 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (5,946) | $ (5,250) |
Customer relationships | ||
Finite-lived intangible assets: | ||
Weight Average Remaining Amortization Period | 6 years 9 months 18 days | 7 years |
Gross Carrying Amount | $ 7,410 | $ 7,410 |
Accumulated amortization | (1,931) | (1,696) |
Total | 5,479 | 5,714 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (1,931) | $ (1,696) |
Trade name | ||
Finite-lived intangible assets: | ||
Weight Average Remaining Amortization Period | 0 years | 0 years |
Gross Carrying Amount | $ 320 | $ 320 |
Accumulated amortization | (320) | (320) |
Total | 0 | 0 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (320) | $ (320) |
Launched IPR&D assets | ||
Finite-lived intangible assets: | ||
Weight Average Remaining Amortization Period | 4 years 6 months | 5 years |
Gross Carrying Amount | $ 960 | $ 960 |
Accumulated amortization | 0 | 0 |
Total | 960 | 960 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 2,952 | |
2023 | 3,936 | |
2024 | 3,483 | |
2025 | 823 | |
2026 | 770 | |
Thereafter | 1,729 | |
Total | $ 13,693 | $ 14,624 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Renewal term (in years) | 5 years | |
Operating lease expense | $ 1,142,000 | $ 830,000 |
Sublease income | 87,000 | 0 |
Impairment of right-of-use assets | $ 265,000 | $ 0 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Remaining lease term (in years) | 9 months 18 days | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Remaining lease term (in years) | 3 years 3 months 18 days |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 6,560 | $ 7,881 |
Operating lease liabilities, current | 5,221 | 5,367 |
Operating lease liabilities, noncurrent | $ 4,102 | $ 5,159 |
Weighted-average remaining lease term (in years) | 1 year 11 months 26 days | 2 years |
Weighted-average discount rate | 4.80% | 4.90% |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lease Payment Obligation | ||
Remainder of 2022 | $ 4,436 | |
2023 | 4,030 | |
2024 | 936 | |
2025 | 393 | |
2026 | 0 | |
Total undiscounted lease payments | 9,795 | |
Less: Imputed interest | (472) | |
Present value of future lease payments | 9,323 | |
Operating lease liabilities, current | 5,221 | $ 5,367 |
Operating lease liabilities, noncurrent | 4,102 | $ 5,159 |
Sublease Income | ||
Remainder of 2022 | (262) | |
2023 | (349) | |
2024 | (349) | |
2025 | (204) | |
2026 | 0 | |
Total undiscounted lease payments | (1,164) | |
Net Lease Obligation | ||
Remainder of 2022 | 4,174 | |
2023 | 3,681 | |
2024 | 587 | |
2025 | 189 | |
2026 | 0 | |
Total undiscounted lease payments | $ 8,631 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Proceeding (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Provision for loss contingency | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - 401K (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Employer matching contribution, percent of match | 2.00% | |
Employer matching contribution amount | $ 6 | |
Contributions | $ 418 | $ 134 |
Commitments and Contingencies_3
Commitments and Contingencies - Non-Cancelable Purchase Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment amount | $ 8,606 |
Commitments and Contingencies_4
Commitments and Contingencies - D&O Insurance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Insurance premium | $ 5,782 |
Off Balance Sheet Items (Detail
Off Balance Sheet Items (Details) - Affiliated Entity - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Insurance Fund Expense | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 80 | $ 331 |
Management Expense | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | 21 | 30 |
Audit Fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 315 | $ 461 |
Capitalization - Convertible Pr
Capitalization - Convertible Preferred Stock (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | May 31, 2020 |
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 6.11 | |||||
Temporary equity, shares authorized (in shares) | 0 | 86,815,192 | ||||
Temporary equity, shares outstanding (in shares) | 0 | 73,914,149 | 49,112,131 | 49,084,184 | ||
Carrying Value Net of Issuance Costs | $ 0 | $ 246,056,000 | $ 156,959,000 | $ 156,848,000 | ||
Temporary equity, liquidation preference | $ 0 | $ 271,845,000 | ||||
Series AA | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 0.9867 | |||||
Temporary equity, shares authorized (in shares) | 3,482,030 | |||||
Temporary equity, shares outstanding (in shares) | 3,482,030 | |||||
Carrying Value Net of Issuance Costs | $ 3,435,000 | |||||
Temporary equity, liquidation preference | $ 3,435,000 | |||||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.4132 | |||||
Temporary equity, shares authorized (in shares) | 20,660,715 | |||||
Temporary equity, shares outstanding (in shares) | 20,660,715 | |||||
Carrying Value Net of Issuance Costs | $ 70,045,000 | |||||
Temporary equity, liquidation preference | $ 70,519,000 | |||||
Series B-1 | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.9760 | $ 3.9760 | $ 3.9760 | |||
Temporary equity, shares authorized (in shares) | 49,809,148 | |||||
Temporary equity, shares outstanding (in shares) | 42,133,496 | |||||
Carrying Value Net of Issuance Costs | $ 150,553,000 | |||||
Temporary equity, liquidation preference | $ 167,523,000 | |||||
Series B-2 | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.9760 | |||||
Temporary equity, shares authorized (in shares) | 2,515,083 | |||||
Temporary equity, shares outstanding (in shares) | 412,623 | |||||
Carrying Value Net of Issuance Costs | $ 1,640,000 | |||||
Temporary equity, liquidation preference | $ 1,640,000 | |||||
Junior | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.9760 | |||||
Temporary equity, shares authorized (in shares) | 10,348,216 | |||||
Temporary equity, shares outstanding (in shares) | 7,225,285 | |||||
Carrying Value Net of Issuance Costs | $ 20,383,000 | |||||
Temporary equity, liquidation preference | $ 28,728,000 |
Capitalization - Additional Inf
Capitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 21, 2022vote$ / sharesshares | Apr. 30, 2021shares | Mar. 31, 2022USD ($)voteclasssharesmember$ / shares | Dec. 31, 2021member$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | ||||||
Temporary equity, shares outstanding (in shares) | 0 | 73,914,149 | 49,112,131 | 49,084,184 | ||
Number of stock classes | class | 4 | |||||
Shares authorized | 2,100,000,000 | 257,968,554 | 257,968,554 | |||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 171,153,360 | |||
Number of members of board of directors elected by holders of common stock | member | 2 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common stock, shares issued (in shares) | 169,223,826 | 63,301,388 | ||||
Preferred stock, shares issued (in shares) | 0 | |||||
Common stock, shares outstanding (in shares) | 169,223,826 | 63,301,388 | ||||
Preferred stock, shares outstanding (in shares) | 0 | |||||
Unvested shares amount | $ | $ 1,310 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of votes per share | vote | 1 | |||||
Number of members of board of directors who are entitled to be elected by holders of common stock | member | 4 | |||||
Class AA Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of votes per share | vote | 1 | |||||
Common stock, conversion ratio into another class of common stock | 1 | |||||
Maximum number of shares that may be converted | 1,873,758 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||
Class EE-1 Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of votes per share | vote | 1 | |||||
Common stock, conversion ratio into another class of common stock | 1 | 1 | ||||
Common Stock, Conversion Ratio Into Shares Of Preferred Stock | 1 | |||||
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 votes of one or more classes of common stock | vote | 1 | |||||
Number of votes per share with respect to common stock voting together with any shares of preferred stock | vote | 1 | |||||
Common stock, conversion ratio into another class of common stock | 1 | 1 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Nov. 30, 2020 | Oct. 31, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 21, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||||||
Share Price | $ 6.11 | ||||||
Warrant liabilities | $ 47,916 | $ 7,844 | |||||
Change in fair value of warrant liabilities | 25,959 | $ 908 | |||||
Medium-term Notes | 2020 Loan and Security Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Term loan amount | $ 15 | ||||||
Series B-1 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Share Price | $ 3.9760 | $ 3.9760 | $ 3.9760 | ||||
May 2020 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Percentage of coverage to purchase warrants | 5.00% | ||||||
Warrant term | 5 years | ||||||
Series B-1 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Change in fair value of warrant liabilities | 106 | 123 | |||||
Junior | |||||||
Class of Warrant or Right [Line Items] | |||||||
Change in fair value of warrant liabilities | $ 0 | $ 785 | |||||
Warrant contractual term | 5 years | ||||||
Exercise price of warrants (in dollars per share) | $ 3.9760 | ||||||
Exercise price of warrants or rights extended value cap | $ 5 | ||||||
Fixed monetary amount | $ 5,000 | ||||||
Class of warrant outstanding (in shares) | 3,122,931 | ||||||
Private Placement Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant term | 5 years | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | |||||
Class of warrant outstanding (in shares) | 7,386,667 | 0 | |||||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant term | 5 years | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||
Class of warrant outstanding (in shares) | 18,466,604 | 13,800,000 | 0 | ||||
Public Warrants | Motive Fund Vehicles Investor | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||
Class of warrant outstanding (in shares) | 4,666,664 | ||||||
October 2020 Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant liabilities | $ 3,513 | ||||||
Warrant contractual term | 10 years |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) - $ / shares | Mar. 31, 2022 | Mar. 21, 2022 | Dec. 31, 2021 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant outstanding (in shares) | 18,466,604 | 13,800,000 | 0 |
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant outstanding (in shares) | 7,386,667 | 0 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Share-Based Compensation - Comm
Share-Based Compensation - Common Stock Reserved (Details) - shares | Mar. 31, 2022 | Mar. 21, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion of convertible preferred stock (in shares) | 0 | 86,815,192 | |
Warrants to purchase convertible preferred stock (in shares) | 0 | 3,540,546 | |
Stock options issued and outstanding (in shares) | 14,960,960 | 15,712,434 | |
Total shares of common stock reserved | 61,560,172 | 107,435,982 | |
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 0 | 1,133,920 | |
Stock options issued and outstanding (in shares) | 14,960,960 | 15,712,433 | |
Total shares of common stock reserved | 0 | ||
2022 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 12,899,504 | 0 | |
Stock options issued and outstanding (in shares) | 0 | 0 | |
Total shares of common stock reserved | 12,899,504 | ||
2022 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 4,072,000 | 0 | |
Private Placement Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding warrants (in shares) | 7,386,667 | 0 | |
Public Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding warrants (in shares) | 18,466,604 | 13,800,000 | 0 |
Common Stock and Preferred Stock Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants to purchase stock (in shares) | 3,774,437 | 233,891 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2021 | May 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total shares of common stock reserved | 61,560,172 | 107,435,982 | |||
Weighted-average grant date fair value (in dollars per share) | $ 0 | $ 2.35 | |||
Intrinsic value of stock options exercised in period | $ 5,901 | $ 17,510 | |||
Grant date fair value of stock options vested in period | 5,736 | 2,495 | |||
Share-based compensation, unvested stock options | 18,892 | ||||
Cash proceeds received | $ 1,554 | $ 785 | |||
Fair value of option (in dollars per share) | $ 2.27 | $ 2.19 | |||
2018 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total shares of common stock reserved | 0 | ||||
2022 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total shares of common stock reserved | 12,899,504 | ||||
Automatic increase period | 10 years | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 148 | 148 | |||
Share-based compensation, unvested stock options | $ 223 | ||||
Period for recognition | 3 months | ||||
Aggregate exercise price | $ 135 | $ 0 | |||
Shares outstanding (in shares) | 520,489 | 0 | |||
Employee Stock | 2022 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total shares of common stock reserved | 4,072,000 | ||||
Number of shares issued under plan (in shares) | 4,072,000 | ||||
Percentage of outstanding stock | 1.00% | ||||
Common Stock | 2022 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of outstanding stock | 3.00% | ||||
Performance and Market Condition-Based Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Share-based compensation expense | $ 4,564 | ||||
Share-based compensation, unvested stock options | $ 2,532 | ||||
Shares granted in period (in shares) | 3,122,931 | ||||
Shares granted in period, (in dollars per share) | $ 3.9760 | ||||
Total proceeds threshold | $ 250 | ||||
Trading day period | 20 days | ||||
Lock up period | 180 days | ||||
Fair value of option (in dollars per share) | $ 2.27 | ||||
Performance and Market Condition-Based Option | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted in period (in shares) | 1,040,976 | ||||
Aggregate exit proceeds fair market value (in dollars per share) | $ 9.94 | ||||
Interest thresholds percentage | 20.00% | ||||
Performance and Market Condition-Based Option | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted in period (in shares) | 1,040,976 | ||||
Aggregate exit proceeds fair market value (in dollars per share) | $ 14.91 | ||||
Interest thresholds percentage | 30.00% | ||||
Performance and Market Condition-Based Option | Share-based Payment Arrangement, Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted in period (in shares) | 1,040,979 | ||||
Aggregate exit proceeds fair market value (in dollars per share) | $ 19.88 | ||||
Interest thresholds percentage | 35.00% | ||||
Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Expiration period | 10 years | ||||
Share-based compensation expense | $ 7,757 | $ 991 | |||
Period for recognition | 2 years 6 months 25 days | ||||
Share-based Payment Arrangement, Option | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested stock expiration period | 3 months | ||||
Share-based Payment Arrangement, Option | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested stock expiration period | 5 years | ||||
Directors Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 1,233 | ||||
Shares granted in period (in shares) | 499,669 | ||||
Shares granted in period, (in dollars per share) | $ 5.43 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Beginning balance (in shares) | 15,712,434 | |
Exercised (in shares) | (194,977) | |
Cancelled/Forfeited/Expired (in shares) | (556,497) | |
Ending balance (in shares) | 14,960,960 | 15,712,434 |
Vested and exercisable, end of period (in shares) | 4,549,923 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.19 | |
Exercised (in dollars per share) | 0.54 | |
Cancelled/Forfeited/Expired (in dollars per share) | 0.63 | |
Ending balance (in dollars per share) | 2.27 | $ 2.19 |
Vested and exercisable, end of period (in dollars per share) | $ 0.80 | |
Weighted-Averages Life (Years) and Aggregate Intrinsic Value | ||
Weighted- Averages Life (Years) | 8 years 8 months 12 days | |
Weighted-average life, vested and exercisable | 8 years | |
Intrinsic value, Ending | $ 472,858 | |
Aggregate intrinsic value, vested and exercisable | $ 150,512 | |
Previously Reported | ||
Stock Options | ||
Beginning balance (in shares) | 5,031,310 | |
Ending balance (in shares) | 5,031,310 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 6.85 | |
Ending balance (in dollars per share) | $ 6.85 | |
Weighted-Averages Life (Years) and Aggregate Intrinsic Value | ||
Weighted- Averages Life (Years) | 9 years 2 months 12 days | |
Intrinsic value, Beginning | $ 120,491 | |
Intrinsic value, Ending | $ 120,491 | |
Revision of Prior Period, Adjustment | ||
Stock Options | ||
Beginning balance (in shares) | 10,681,124 | |
Ending balance (in shares) | 10,681,124 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ (4.66) | |
Ending balance (in dollars per share) | $ (4.66) |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation of Warrants (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Share Price | $ 6.11 |
Expected term (years) | 5 years 3 months 18 days |
Expected volatility | 40.00% |
Risk-free interest rate | 70.00% |
Expected dividend yield | 0.00% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate from continuing operations | (0.20%) | (0.90%) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022class | |
Earnings Per Share [Abstract] | |
Number of common stock classes | 1 |
Net Loss Per Share - Earnings P
Net Loss Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net (loss) income attributable to common stockholders, basic | $ (64,424) | $ 938 |
Less: undistributed earnings attributable to participating securities | 0 | (938) |
Net (loss) income attributable to common stockholders, diluted | $ (64,424) | $ 0 |
Denominator: | ||
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 66,007,461 | 61,598,361 |
Dilutive effect of common share equivalents (in shares) | 0 | 54,714,474 |
Dilutive effect of common share equivalents (in shares) | 66,007,461 | 116,312,835 |
Net (loss) income per share attributed to common stockholders: | ||
Basic (in dollars per share) | $ (0.98) | $ 0 |
Diluted (in dollars per share) | $ (0.98) | $ 0 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 47,607,549 | 4,484,691 |
Share-based Payment Arrangement, Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,960,963 | 17,176 |
Warrant | Common Stock and Preferred Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,774,437 | 3,774,437 |
Warrant | Public and Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 25,853,271 | 0 |
Common stock subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,018,878 | 0 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 693,078 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 21, 2022 | Sep. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of private placement | $ 208,000,000 | $ 0 | ||||
PIPE Investment | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of private placement | $ 68,500,000 | 68,500,000 | ||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible notes payable | $ 2,400,000 | |||||
Related party balance | $ 2,400,000 | |||||
Affiliated Entity | Placement fees | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 631,000 | 0 | ||||
Affiliated Entity | Munich Re | Insurance Premiums | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expenses | 80,000 | 331,000 | ||||
Affiliated Entity | IRA Services | Rent Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expenses | 94,000 | $ 94,000 | ||||
Affiliated Entity | Financial Technology Partners | Financial Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expenses | 18,283,000 | |||||
Affiliated Entity | Financial Technology Partners | Common stock issued | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expenses | 17,356,000 | |||||
Affiliated Entity | Financial Technology Partners | Issuance of Public and Private Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expenses | $ 927,000 | |||||
Affiliated Entity | James Herbert II | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued (in shares) | 75,000 | |||||
Proceeds from issuance of private placement | $ 750,000 | |||||
Affiliated Entity | Temasek Holding | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued (in shares) | 1,000,000 | |||||
Proceeds from issuance of private placement | $ 10,000,000 |