Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | FRGE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,360 | ||
Entity Common Stock, Shares Outstanding | 172,642,346 | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001827821 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Francisco, California |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 193,136 | $ 74,781 |
Restricted cash | 1,829 | 1,623 |
Accounts receivable, net | 3,544 | 5,380 |
Payment-dependent notes receivable, current | 5 | 1,153 |
Prepaid expenses and other current assets | 8,374 | 5,148 |
Total current assets | 206,888 | 88,085 |
Property and equipment, net | 359 | 497 |
Internal-use software, net | 7,640 | 2,691 |
Goodwill and other intangible assets, net | 133,887 | 137,774 |
Operating lease right-of-use assets | 5,706 | 7,881 |
Payment-dependent notes receivable, noncurrent | 7,371 | 13,453 |
Other assets, noncurrent | 1,878 | 7,514 |
Total assets | 363,729 | 257,895 |
Current liabilities: | ||
Accounts payable | 2,797 | 1,920 |
Accrued compensation and benefits | 13,271 | 21,240 |
Accrued expenses and other current liabilities | 6,416 | 8,343 |
Operating lease liabilities, current | 3,896 | 5,367 |
Payment-dependent notes payable, current | 5 | 1,153 |
Total current liabilities | 26,385 | 38,023 |
Operating lease liabilities, noncurrent | 3,541 | 5,159 |
Payment-dependent notes payable, noncurrent | 7,371 | 13,453 |
Warrant liabilities | 606 | 7,844 |
Other liabilities, noncurrent | 365 | 0 |
Total liabilities | 38,268 | 64,479 |
Commitments and contingencies (Note 9) | ||
Convertible preferred stock, net of issuance costs, $0.00001 par value; nil and 86,815,192 shares authorized as of December 31, 2022 and December 31, 2021, respectively; nil and 73,914,149 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $0 and $271,845 as of December 31, 2022 and December 31, 2021, respectively | 0 | 246,056 |
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 172,560,916 and 63,090,701 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 18 | 0 |
Additional paid-in capital | 509,094 | 25,919 |
Accumulated other comprehensive income | 693 | 0 |
Accumulated deficit | (190,418) | (78,559) |
Total Forge Global Holdings, Inc. stockholders’ equity (deficit) | 319,387 | (52,640) |
Noncontrolling Interest | 6,074 | 0 |
Total stockholders’ equity (deficit) | 325,461 | (52,640) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 363,729 | $ 257,895 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 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) | 172,560,916 | 63,090,701 |
Common stock, shares outstanding (in shares) | 172,560,916 | 63,090,701 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenues | $ 69,383 | $ 128,056 | $ 51,644 |
Transaction-based expenses: | |||
Transaction-based expenses | (483) | (3,034) | (3,888) |
Total revenues, less transaction-based expenses | 68,900 | 125,022 | 47,756 |
Operating expenses: | |||
Compensation and benefits | 145,514 | 94,654 | 37,330 |
Professional services | 14,265 | 12,450 | 3,371 |
Acquisition-related transaction costs | 5,113 | 882 | 3,289 |
Advertising and market development | 4,754 | 5,090 | 1,528 |
Rent and occupancy | 5,455 | 3,744 | 2,381 |
Technology and communications | 11,489 | 8,243 | 4,616 |
General and administrative | 11,324 | 4,358 | 452 |
Depreciation and amortization | 6,026 | 5,390 | 2,406 |
Total operating expenses | 203,940 | 134,811 | 55,373 |
Operating loss | (135,040) | (9,789) | (7,617) |
Interest and other income (expenses): | |||
Interest income (expenses), net | 2,681 | (2,307) | (2,405) |
Change in fair value of warrant liabilities | 19,836 | (6,064) | (292) |
Other income (expenses), net | 945 | 47 | (201) |
Total interest income (expenses) and other income (expenses) | 23,462 | (8,324) | (2,898) |
Loss before provision for income taxes | (111,578) | (18,113) | (10,515) |
Provision for (benefit from) income taxes | 327 | 386 | (803) |
Net loss | (111,905) | (18,499) | (9,712) |
Net loss attributable to noncontrolling interest | (46) | 0 | 0 |
Net loss attributable to Forge Global Holdings, Inc. | $ (111,859) | $ (18,499) | $ (9,712) |
Earnings Per Share [Abstract] | |||
Basic (in dollars per share) | $ (0.78) | $ (0.34) | $ (0.26) |
Diluted (in dollars per share) | $ (0.80) | $ (0.34) | $ (0.26) |
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders: | |||
Basic (in shares) | 143,839,981 | 54,295,304 | 37,308,450 |
Diluted (in shares) | 145,013,346 | 54,295,304 | 37,308,450 |
Placement fees | |||
Revenues: | |||
Total revenues | $ 40,665 | $ 107,723 | $ 29,240 |
Custodial administration fees | |||
Revenues: | |||
Total revenues | $ 28,718 | $ 20,333 | $ 22,404 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (111,905) | $ (18,499) | $ (9,712) |
Foreign currency translation adjustment | 1,155 | 0 | 0 |
Comprehensive loss | (110,750) | (18,499) | (9,712) |
Less: Comprehensive income attributable to noncontrolling interest | 416 | 0 | 0 |
Net loss attributable to Forge Global Holdings, Inc. | $ (111,166) | $ (18,499) | $ (9,712) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series B-1 | Series B-2 | Junior | Previously Reported | Retroactive application of recapitalization | Common Stock | Common Stock Previously Reported | Common Stock Retroactive application of recapitalization | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Retroactive application of recapitalization | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Previously Reported | Noncontrolling Interest | Noncontrolling Interest Previously Reported | |
Beginning balance (in shares) at Dec. 31, 2019 | 27,160,848 | 8,697,229 | 18,463,619 | ||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 84,998 | $ 84,998 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Issuance of convertible preferred stock (in shares) | 11,126,594 | 7,225,285 | |||||||||||||||||
Issuance of convertible preferred stock | $ 41,527 | $ 20,383 | |||||||||||||||||
Issuance of convertible preferred stock upon conversion of convertible notes and accrued interest (in shares) | 3,571,458 | ||||||||||||||||||
Issuance of convertible preferred stock upon conversion of convertible notes and accrued interest | $ 9,940 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 49,084,185 | ||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 156,848 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 42,582,417 | 13,635,614 | 28,946,803 | ||||||||||||||||
Beginning balance at Dec. 31, 2019 | (47,563) | $ (47,563) | $ 4 | $ 4 | $ 2,781 | $ 2,785 | $ (4) | $ (50,348) | $ (50,348) | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Exchange and settlement of common stock (in shares) | 28,153,660 | ||||||||||||||||||
Exchange and settlement of common stock | 44,817 | 44,817 | |||||||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes (in shares) | 64,020 | ||||||||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes | 21 | 21 | |||||||||||||||||
Issuance of Class AA common stock upon early exercise of unvested stock options (in shares) | 897,149 | ||||||||||||||||||
Repurchase of early exercised stock options (in shares) | (578,226) | ||||||||||||||||||
Conversion of convertible notes into Series B-1 convertible preferred stock | 32 | 32 | |||||||||||||||||
Share-based compensation expense | 4,906 | 4,906 | |||||||||||||||||
Net loss | (9,712) | (9,712) | |||||||||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 71,119,020 | ||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (7,499) | $ 4 | 52,557 | (60,060) | 0 | 0 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Issuance of convertible preferred stock (in shares) | 12,719,398 | 412,623 | |||||||||||||||||
Issuance of convertible preferred stock | $ 47,735 | $ 1,640 | |||||||||||||||||
Issuance of convertible preferred stock upon conversion of convertible notes and accrued interest (in shares) | 27,947 | ||||||||||||||||||
Issuance of convertible preferred stock upon conversion of convertible notes and accrued interest | $ 111 | ||||||||||||||||||
Exchange of Class AA common stock for Series B-1 convertible preferred stock (in shares) | 11,669,996 | ||||||||||||||||||
Exchange of Class AA common stock for Series B-1 convertible preferred stock | $ 39,722 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 73,914,149 | 42,133,496 | 412,623 | 7,225,285 | 73,914,149 | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 246,056 | $ 150,553 | $ 1,640 | $ 20,383 | $ 246,056 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Unissued common stock (in shares) | [1] | (210,302) | |||||||||||||||||
Exchange and settlement of common stock (in shares) | (11,669,996) | ||||||||||||||||||
Exchange and settlement of common stock | (39,722) | (39,722) | |||||||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes (in shares) | 1,290,307 | ||||||||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes | 704 | 704 | |||||||||||||||||
Issuance of Class AA common stock upon early exercise of unvested stock options (in shares) | 2,604,724 | ||||||||||||||||||
Repurchase of early exercised stock options (in shares) | (43,052) | ||||||||||||||||||
Conversion of convertible notes into Series B-1 convertible preferred stock | 145 | 145 | |||||||||||||||||
Share-based compensation expense | 12,231 | 12,231 | |||||||||||||||||
Net loss | (18,499) | (18,499) | |||||||||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 63,090,701 | 63,301,003 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ (52,640) | $ (52,640) | $ 4 | $ 4 | 25,915 | $ 25,915 | (78,559) | $ (78,559) | 0 | $ 0 | 0 | $ 0 | |||||||
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 Dec. 31, 2022 | 0 | ||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Pre-close issuance of common stock upon exercise of vested options (in shares) | 190,505 | ||||||||||||||||||
Pre-close issuance of common stock upon exercise of vested options | 102 | 102 | |||||||||||||||||
Pre-close issuance of common stock upon exercise of unvested options (in shares) | 4,472 | ||||||||||||||||||
Pre-close issuance common stock for services (in shares) | 62,952 | ||||||||||||||||||
Pre-close issuance of common stock for services | $ 621 | 621 | |||||||||||||||||
Conversion of preferred stock to common stock (in shares) | 210,302 | 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 | |||||||||||||||||
Exchange and settlement of common stock | 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) | [1] | 32,171,349 | |||||||||||||||||
Issuance of common stock upon Merger (net of redemptions), including PIPE and A&R FPA investors, net of transaction costs | [1] | $ 140,811 | $ 3 | 140,808 | |||||||||||||||
Issuance of common stock upon exercise of Public Warrants (in shares) | 1,994,790 | 1,994,790 | |||||||||||||||||
Issuance of common stock upon exercise of Public Warrants | $ 23,638 | 23,638 | |||||||||||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 139,340 | ||||||||||||||||||
Issuance of common stock upon exercise of vested options (in shares) | 954,257 | ||||||||||||||||||
Issuance of common stock upon exercise of vested options | 855 | 854 | |||||||||||||||||
Issuance of common stock upon early exercise of unvested options (in shares) | 78,076 | ||||||||||||||||||
Issuance of common stock upon exercise of Junior Preferred Stock Warrants (in shares) | 123,379 | ||||||||||||||||||
Issuance of common stock upon exercise of Junior Preferred Stock Warrants | 653 | 653 | |||||||||||||||||
Formation of Forge Europe | $ 9,488 | 3,830 | 5,658 | ||||||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes (in shares) | 1,227,310 | ||||||||||||||||||
Issuance of Class AA common stock upon exercise of vested stock options, including stock options exercised via promissory notes | $ 1,554 | 1,554 | |||||||||||||||||
Repurchase of early exercised stock options (in shares) | (163,054) | ||||||||||||||||||
Share-based compensation expense | 57,917 | 57,917 | |||||||||||||||||
Net loss | (111,905) | (111,859) | (46) | ||||||||||||||||
Foreign currency translation adjustment | 1,155 | 693 | 462 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 172,560,916 | ||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 325,461 | $ 18 | $ 509,094 | $ (190,418) | $ 693 | $ 6,074 | |||||||||||||
[1]This amount represents shares that were not issued upon the closing of the Business Combination (see Note 3) as a result of a shareholder’s demand for appraisal rights. These shares were issued to the shareholder during the year ended December 31, 2022 after the statutory period to perfect such rights lapsed. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Series B-1 | |||
Share price (in dollars per share) | $ 3.9760 | $ 3.9760 | |
Share price (in dollars per share) | $ 2.7826 | ||
Adjustments to stock issuance costs | $ 2,838 | $ 2,713 | |
Series B-2 | |||
Share price (in dollars per share) | $ 3.9760 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (111,905) | $ (18,499) | $ (9,712) |
Adjustments to reconcile net loss to net cash (used in) provided by operations: | |||
Share-based compensation | 57,924 | 12,231 | 4,906 |
Depreciation and amortization | 6,026 | 5,390 | 2,406 |
Transaction expenses related to the Merger | 3,132 | 0 | 0 |
Amortization of right-of-use assets | 3,999 | 2,804 | 1,638 |
Loss on impairment of long lived assets | 446 | 0 | 0 |
Bad debt reserve | 433 | 121 | 424 |
Change in fair value of warrant liabilities | (19,836) | 6,064 | 292 |
Settlement of related party promissory notes | 5,517 | 0 | 0 |
Other | 0 | 107 | 462 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,403 | 382 | (3,386) |
Prepaid expenses and other assets | (3,321) | (1,031) | (2,191) |
Accounts payable | 904 | (692) | (1,683) |
Accrued expenses and other liabilities | (788) | (520) | 2,138 |
Accrued compensation and benefits | (7,911) | 8,080 | 3,869 |
Operating lease liabilities | (4,829) | (3,536) | (1,691) |
Net cash (used in) provided by operating activities | (68,806) | 10,901 | (2,528) |
Cash flows from investing activities: | |||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | (13,114) |
Purchases of property and equipment | (220) | 0 | (13) |
Purchases of intangible assets | (118) | (2,202) | 0 |
Capitalized internal-use software development costs | (6,312) | (1,054) | (1,149) |
Loan to SharesPost | 0 | 0 | (3,000) |
Payment of deferred payments related to IRA Services acquisition | 0 | 0 | (6,097) |
Net cash used in investing activities | (6,650) | (3,256) | (23,373) |
Cash flows from financing activities: | |||
Proceeds from the Merger | 7,865 | 0 | 0 |
Proceeds from PIPE investment and A&R FPA investors | 208,500 | 0 | 0 |
Payments for offering costs | (56,852) | (4,954) | 0 |
Proceeds from exercise of Public Warrants | 22,940 | 0 | 0 |
Proceeds from notes payable | 0 | 0 | 25,566 |
Formation of Forge Europe | 9,488 | 0 | 0 |
Proceeds from exercise of options, including proceeds from repayment of promissory notes | 1,086 | 1,621 | 24 |
Payments for redemption of Public Warrants | (165) | 0 | 0 |
Repayment of notes payable | 0 | (19,438) | (27,688) |
Cash paid to purchase equity awards | 0 | (23) | (49) |
Net cash provided by financing activities | 192,862 | 26,581 | 39,380 |
Effect of changes in currency exchange rates on cash and cash equivalents | 1,155 | 0 | 0 |
Net increase in cash and cash equivalents | 118,561 | 34,226 | 13,479 |
Cash, cash equivalents and restricted cash, beginning of the period | 76,404 | 42,178 | 28,699 |
Cash, cash equivalents and restricted cash, end of the period | 194,965 | 76,404 | 42,178 |
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets | |||
Cash and cash equivalents | 193,136 | 74,781 | 40,577 |
Restricted cash | 1,829 | 1,623 | 1,601 |
Total cash, cash equivalents and restricted cash, end of the period | 194,965 | 76,404 | 42,178 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 0 | 2,118 | 425 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Lease liabilities arising from obtaining right-of-use assets | 3,087 | 1,702 | 0 |
Capitalized internal-use software development costs accrued and not yet paid | 180 | 214 | 0 |
Deferred payments related to SharesPost acquisition | 0 | 0 | 783 |
Forgiveness of loan to SharesPost in relation to acquisition | 0 | 0 | 3,000 |
Reclassification of deferred offering costs to equity | 5,923 | 0 | 0 |
Conversion of preferred stock | 246,049 | 0 | 0 |
Conversion of May 2020 and October 2020 preferred stock warrants of Legacy Forge to common stock warrants | 2,949 | 0 | 0 |
Non-cash assets acquired in the Merger | 193 | 0 | 0 |
Warrants issued in connection with A&R FPA | 3,080 | 0 | 0 |
Assumption of merger warrants liability | 13,983 | 0 | 0 |
Exchange of Class AA common stock for Series B-1 convertible preferred stock | 0 | 39,722 | 0 |
Vesting of early exercised stock options and restricted stock awards | 1,554 | 145 | 32 |
Warrant liability reclassified to additional paid-in capital upon exercise of Public Warrants | 698 | 0 | 0 |
Warrant liability reclassified to additional paid-in capital upon exercise of Junior Preferred Stock Warrants | 653 | 0 | 0 |
Issuance of common stock upon settlement of related party promissory notes | 4,207 | 0 | 0 |
Early exercise of stock options upon settlement of related party promissory notes | 1,310 | 0 | 0 |
Deferred offering cost accrued and not yet paid | 0 | 969 | 0 |
Warrant issued in connection with issuance of convertible notes payable | 0 | 0 | 51 |
Warrant issued in connection with issuance of term loan | 0 | 0 | 151 |
Series B-1 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 47,735 | 41,527 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of convertible notes into Series B-1 convertible preferred stock | 0 | 111 | 9,940 |
Series B-2 | |||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 1,640 | 0 |
Junior Convertible Preferred Stock | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of stock in relation to acquisition | 0 | 0 | 20,383 |
Junior Convertible Preferred Stock Warrants | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of stock in relation to acquisition | 0 | 0 | 1,285 |
Class AA Common Stock | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of stock in relation to acquisition | $ 0 | $ 0 | $ 44,817 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 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. T he Company offers a trusted trading platform, proprietary data and insights to inform investment strategies, along with custody services to help companies, shareholders, institutions and accredited investors confidently navigate and transact in the private market. The Company's scaled and integrated business model is at the nexus of the private market ecosystem, which it believes creates a sustaining competitive advantage fueling its clients' participation in the private market and the Company's growth. 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 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. Forge Europe GmbH In September 2022, the Company and Deutsche Börse Aktiengesellschaft (“DBAG,” a German company and together with the Company, the “Investors”) formed a subsidiary, Forge Europe GmbH (“Forge Europe”), to further expand the Company’s business in the European market. Upon formation, the Investors contributed to Forge Europe an aggregate cash amount of $14.1 million (the “Cash Consideration”) and certain of the Company’s intangible assets (the “Noncash Consideration”). $4.6 million of the Cash Consideration was contributed by the Company and $9.5 million was contributed by DBAG. The Company has a majority ownership interest in Forge Europe and accounts for Forge Europe as a fully consolidated subsidiary. The remaining interest, held by DBAG (a related party of the Company), was reported as a noncontrolling interest in the consolidated financial statements . Upon initial consolidation, Forge Europe did not have any assets other than the $14.1 million transferred as Cash Consideration and the intangible assets contributed as Noncash Consideration with zero carrying value. Accordingly, the Cash Consideration contributed by DBAG as the noncontrolling interest holder of DBAG was in excess of its share of Forge Europe’s net assets, and the excess was recognized in additional paid-in capital upon consolidation of Forge Europe in the consolidated statements of changes in convertible preferred stock and stockholders' equity . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying 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 10, "Off Balance Sheet Items." In certain instances, the Company provides investment advisory services to pooled investment vehicles (each, an “Investment Fund”). The Company does not have discretion to make any investment, except for the specific investment for which an Investment Fund was formed. The Company performs an assessment to determine (a) whether the Company’s investments or other interests will absorb portions of a variable interest entity’s expected losses or receive portions of the entity’s expected residual returns and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity would give it a controlling financial interest. The Company consolidates entities in which it, directly or indirectly, is determined to have a controlling financial interest. Consolidation conclusions are reviewed quarterly to identify whether any reconsideration events have occurred. Segment Information The Company operates as a single operating segment and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, allocating resources and evaluating the Company’s financial performance. For the years ended December 31, 2022, 2021 and 2020 revenue outside of the United States (including U.S. territories), based on customer billing address, was $6.9 million, $20.0 million and $5.8 million respectively. As of December 31, 2022 and 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 affe ct 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 Business Combination and the derived service period for the awards containing market-based vesting conditions and the valuation of deferred tax assets. 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 Investment Funds, in order to conclude whether any of the Investment Funds must be consolidated. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of December 31, 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. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds. Restricted Cash The Company classifies all cash and cash equivalents that are not available for immediate or general business use as restricted in the accompanying consolidated balance sheets. This includes amounts set aside for restrictions of specific agreements. As of December 31, 2022 and 2021, restricted cash is comprised of cash held for regulatory purposes for the trust and brokerage-related activities. Accounts Receivable, Net Accounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. Under ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, we estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors. The allowance for doubtful accounts is maintained at a level that we believe to be sufficient to absorb probable losses over the expected life in our accounts receivable portfolio. The allowance is based on several factors, including continuous assessments of risk characteristics, specific customer events that may impact its ability to meet its financial obligations, and other reasonable and supportable economic characteristics. Accounts receivable are written-off against the allowance for doubtful accounts when collection efforts cease. The total allowance for doubtful accounts netted against account receivables in the consolidated balance sheets was $0.9 million and $0.5 million as of December 31, 2022 and 2021 , respectively. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise cash and cash equivalents and restricted cash, payment-dependent notes receivable, and accounts receivable. Cash and cash equivalents and restricted cash may, at times, exceed amounts insured by the FDIC and the Securities Investor Protection Corporation, respectively. The Company performs periodic evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company’s exposure to credit risk associated with its contracts with holders of private company equity (“sellers”) and investors (“buyers”) related to the transfer of private securities is measured on an individual counterparty basis. Concentrations of credit risk can be affected by changes in political, industry or economic factors. To reduce the potential for risk concentration, the Company’s exposure is monitored in light of changing counterparty and market conditions. As of December 31, 2022 and 2021 , the Company did not have any material concentrations of credit risk outside the ordinary course of business. As of December 31, 2022 and 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 years ended December 31, 2022 2021 and 2020. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life Internal-use Software, Net The Company capitalizes certain costs related to software developed for its internal-use. The costs capitalized include development of new software features and functionality and incremental costs related to significant improvement of existing software. Development costs incurred during the preliminary or maintenance project stages are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, which is typically three years. Amortization begins only when the software becomes ready for its intended use. Costs incurred after the project is substantially completed and is ready for its intended purpose, such as maintenance and training costs, are expensed as incurred, unless related to significantly increasing the functionality of existing software. Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also evaluates the period of depreciation and amortization of long-lived assets to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the Company determines the recoverability of its long-lived assets by comparing the carrying value of its long-lived assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. The Company determined that recent developments in domestic and global economies, including significant market volatilities, interest rate increases, and the decline in the market value of the Company's stock, which commenced prior to December 31, 2022, represent indicators that its long-lived assets may be impaired. Accordingly, the Company carried out an impairment test of its long-lived assets pursuant to ASC 360 - Property, Plant, and Equipment, whereby a quantitative assessment was performed to determine whether its long-lived assets were recoverable. The Company's long-lived assets represent a single group of assets that individually are not independent from the cash flows of other assets. The Company determined that the carrying amount of its long-lived assets did not exceed the sum of the undiscounted cash flows expected to result from the use of these assets, thus, its long-lived assets were recoverable as of December 31, 2022. As a result, no impairment loss was recorded for the long-lived assets. Goodwill and Other Intangible Assets, Net Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but is tested for impairment annually on October 1, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. The Company's annual goodwill impairment test resulted in no goodwill impairment. Additionally as of December 31, 2022, the Company performed a goodwill impairment test as a result of the events and circumstances previously discussed. The Company has one reporting unit. In determining the fair value of the reporting unit in accordance with ASC 350 - Intangibles - Goodwill and Other, the Company performed a quantitative assessment of goodwill as of December 31, 2022 using the income approach in combination with various sensitivity analysis and reconciliations to market capitalization. The fair value of the reporting unit exceeded its carrying value. As a result, no impairment loss was recorded for goodwill. In-process research and development (“IPR&D”) assets acquired in a business combination are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon conclusion of the relevant research and development project, the Company will amortize the acquired IPR&D over its estimated useful life or expense the acquired IPR&D should the research and development project be unsuccessful with no future alternative use. In September 2021, the Company launched the acquired IPR&D data platform and started to record amortization expense using the straight-line method over the estimated useful lives of the asset. Acquired intangible assets also consist of identifiable intangible assets, primarily software technology, trade name and customer relationships, resulting from business acquisitions. Finite-lived intangible assets are recorded at fair value on the date of acquisition and are amortized over their estimated useful lives. The Company bases the useful lives and related amortization expense on its estimate of the period that the assets will generate revenues or otherwise be used. Leases The Company categorizes leases at their inception or upon modification, if applicable. As of December 31, 2022 and 2021, the Company only has operating leases. For operating leases, the Company recognizes rent and occupancy on a straight-line basis, commencing on the date at which the property becomes available for the Company's use. For leases with a term greater than 12 months, the Company records the related right-of-use assets and operating lease liabilities at the present value of lease payments over the lease term. The Company does not separate lease and non-lease components of contracts for real estate property leases. Variable lease payments for common area maintenance, property taxes and other operating expenses are not included in the measurement of ROU assets and lease liabilities and are expensed as incurred. The rates implicit on the Company’s leases are not readily determinable. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease payment amount, over a similar term, and in a similar economic environment. The Company evaluates its subleases in which it is the sublessor to determine whether it is relieved of the primary obligation under the original lease. If it remains the primary obligor, the Company continues to account for the original lease as it did before the commencement of the sublease and records the sublease income based on the contract terms in other income (expenses), net in the consolidated statements of operations. Payment-Dependent Notes Payment-dependent notes receivable and payment-dependent notes payable represent financial instruments that are presented at fair value in the consolidated financial statements in accordance with ASC 825, Fair Value Option for Financial Instruments. The Company enters into separate contracts with equity holders of private companies’ shares (“sellers”) and investors (“buyers”) that enable the transfer of private securities upon a specified event such as an initial public offering, merger, or acquisition involving the underlying company. The Company serves as an intermediary counterparty to both the buyer and the seller and earns transaction fee revenue by facilitating the execution of the transaction. Contracts with buyers require the Company to facilitate the transfer of a fixed number of shares of the private securities from sellers upon occurrence of a specified event as described above. Buyers are required to pay the selling price for shares purchased (“settlement amounts”) and transaction fee defined in the contracts into a distribution or escrow account upon notice by the Company. Contracts with sellers require sellers to transfer the same amount and class of shares referenced in the contract between the Company and the corresponding buyers upon the occurrence of a specified event as described above. When settlement amounts have been determined, and the price and transaction fees are paid by the buyer, payment-dependent notes receivable are recorded for the securities due from the sellers, and payment- dependent notes payable are recorded for the securities owed to the buyers. Amounts recorded at period-end for payment-dependent notes receivable represent the fair value of securities receivable from sellers, for which the securities settlement event has not occurred. Amounts recorded at period-end for payment-dependent notes payable represent the fair value of securities not yet delivered to the buyer. Changes in fair value of payment-dependent notes receivable and payment-dependent notes payable are recorded in other expense in the consolidated statements of operations. Warrant Liabilities The Public Warrants, Private Placement Warrants, and Junior Preferred Stock Warrants (see Note 3, 4. and 12) 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 redeemed, expired or 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. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees directly related to the Business Combination. Upon the Closing Date and consummation of the Business Combination, deferred offering costs of $7.9 million were reclassified to stockholders’ equity and recorded against the proceeds from the offering. As of December 31, 2021, $5.9 million of deferred offering costs were capitalized in other assets, noncurrent in the accompanying consolidated balance sheets. Revenue Recognition The Company generates revenue from fees charged for the trading of private placements through its platform, and fees for account and asset management provided to customers. The Company disaggregates revenue by service type, as management believes that this level of disaggregation best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are impacted by economic factors. The Company recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for services. To achieve the core principle of this standard, the Company applied the following five steps: 1. Identification of the contract, or contracts, with the customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of the revenue when, or as, a performance obligation is satisfied. Revenue from Contracts with Customers The Company enters into contracts with customers that can include various services, which are capable of being distinct and accounted for as separate performance obligations. When applicable, an allocation of the transaction fees to the performance obligations or to the distinct goods or services that form part of a single performance obligation will depend on the individual facts and circumstances of the contract. All of the Company’s revenues are from contracts with customers. The Company is the principal in its contracts, with the exception of sub-account fees, in which the Company acts as an agent and records revenue from fees earned related to cash balances in customers’ custodial accounts. Each of our significant performance obligations and our application of ASC 606 to our revenue arrangements are discussed in further detail below: Placement Fees — The Company maintains a trading platform which generates revenues by collecting transaction fees from institutions, individual investors and private equity holders. Placement fees are charged by the Company for meeting the point-in-time performance obligation of executing a private placement on its platform. Placement fee rates are individually negotiated for each transaction and vary depending on the specific facts and circumstance of each agreement. These fees are event-driven and invoiced upon the closing of the transaction outlined in each agreement. These fees may be expressed as a dollar amount per share, a flat dollar amount, or a percentage of the gross transaction proceeds. The Company earns agency placement fees in non-underwritten transactions, such as private placements of equity securities. The Company enters into arrangements with individual accredited customers or pooled investment vehicles to execute private placements in the secondary market. The Company will receive placement fees on these transactions and believes that its trade execution performance obligation is completed upon the placement and consummation of a transaction and, as such, revenue is earned on the transaction date with no further obligation to the customer at that time. The Company acts as a principal and recognizes the placement fee revenue earned for the execution of a trade on a gross basis. Custodial Administration Fees — The Company generates revenues primarily by performing custodial account administration and maintenance services for its customers. Specifically, the Company charges administration fees for its services in maintaining custodial accounts, including asset-based fees, which are determined by the number and types of assets in these accounts. Additionally, the Company earns fees for opening and terminating accounts, and facilitating transactions, which are assessed at the point of transaction. Account and asset fees are assessed on the first day of the calendar quarter. Cash administration fees are based on cash balances within the custodial accounts and are assessed on the last day of the month. Revenues from custodial administration fees are recognized either over time as underlying performance obligations are met and day-to-day maintenance activities are performed for custodial accounts, or at a point in time upon completion of transactions requested by custodial account holders. Contract Balances Contract assets represent amounts for which the Company has recognized revenue for contracts that have not yet been invoiced to our customers. The Company does not have any contract assets as of December 31, 2022 and 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 $0.4 million and $0.4 million as of December 31, 2022 and 2021, respectively, related to advance billings for placement fees, recorded in accrued expenses and other current liabilities on the consolidated balance sheets . The Company recognized $0.4 million of revenue during the year ended December 31, 2022 that was included in deferred revenue recorded in accrued expenses and other current liabilities at December 31, 2021. 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 activities. These include, but are not limited to, those for fund insurance, fund management, and fund settlement expenses that relates to services provided to the Investment Funds, and external broker fees and transfer fees related to placement and custodial services provided to other brokerage customers to facilitate transactions. Share-Based Compensation Expense The Company recognizes share-based compensation expense for all share-based awards, primarily stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs"), based on the grant date fair value of the awards and recognized on a straight-line basis over the requisite service period of the awards, which is generally the award's vesting term. The fair value of stock options is determined by using the Black-Scholes option pricing model and the fair value of RSAs and RSUs is based on the closing price of the Company's common stock. Forfeitures are accounted for as they occur. For certain awards with performance-based and market-based conditions, the Company uses a Monte Carlo simulation to determine the fair value and the derived service period at the grant date and recognizes share-based compensation expense using an accelerated attribution method when it becomes probable that the performance-based condition will be met. Advertising Advertising costs are expensed as incurred and include advertising and trade shows. Advertising costs amounted to $3.3 million, $2.9 million and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in advertising and market development in the consolidated statements of operations. Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates and laws that will be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes. The Company recognizes interest and penalties on unrecognized tax benefits as a component of provision for income taxes in the consolidated statements of operations. Foreign Currency The Company's reporting and functional currency is the U.S. dollar ("USD"). The functional currency of Forge Europe, a fully consolidated subsidiary of the Company, is the Euro ("EUR"). For financial reporting purposes, the financial statements of Forge Europe which are prepared using the EUR, are translated into the Company's reporting currency, USD. Accordingly, foreign currency assets and liabilities are remeasured into USD using the exchange rate on the balance sheet date, except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are translated using the average exchange rate for the period. Cumulative translation gains and losses are included in accumulated other comprehensive loss. Comprehensive Loss Comprehensive income or loss includes all changes in equity during a period from non-owner sources. Accumulated comprehensive loss, as presented in the consolidated financial statements consists of changes in unrealized gains and losses on foreign currency translation. Net Loss Per Share Attributable to Common Stockholders Prior to the Business Combination, the Company computed net loss per share using the two-class method required for participating securities. The two-class method required income attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Upon consummation of the Business Combination, all of the Company's participating securities, in the form of convertible preferred stock, were converted into common stock of the Company as of December 31, 2022. The prior holders of convertible preferred stock had dividend rights in the event of a declaration of a dividend for shares of common stock. However, the participating securities did not contractually require the holders of such stocks to participate in the Company’s losses for the years ended December 31, 2022, 2021 and 2020. Accordingly, net loss for the years ended December 31, 2022, 2021 and 2020 was only allocated to the Company’s common stockholders. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares are anti-dilutive. Recent Accounting Pronouncements Prior to December 31, 2022, the Company was an emerging growth company ("EGC") under the Jumpstart Our Business Startups Act (“JOBS Act”), and as a result the Company was eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company elected to take advantage of the extended transition period for adopting new or revised accounting standards until such time as those standards applied to private companies. However, as the Company is now a “large accelerated filer” as defined by the Securities Exchange Act of 1934, as amended, the Company no longer qualifies as an EGC as of December 31, 2022. There |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 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 $216.4 million, which includes $7.9 million in proceeds from MOTV's trust and bank accounts, net of redemptions, $68.5 million in proceeds from the PIPE Investment (as defined below), and $140.0 million in proceeds from the A&R FPA (as defined below). As of December 31, 2022, the Company recorded $61.8 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Merger, of which $58.7 million was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $3.1 million 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 consolidated statements of operations . The cash outflows related to these costs were presented as financing activities in the Company’s 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 $17.7 million, of which $12.2 million was to be paid to the executives in cash, and the remaining amount $5.5 million was offset against outstanding promissory notes that were due from these executives as of the Closing Date (see Note 11). The transaction bonus is included in compensation and benefits in the consolidated statements of operations for the year ended December 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 11, "Capitalization" and Note 12, "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 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 $68.5 million (the “PIPE Investment”). The PIPE Investment was consummated concurrently with the closing of the Merger. Amended and Restated Forward Purchase Agreement On March 21, 2022, concurrently with the execution of the Merger Agreement, certain MOTV fund vehicles managed by an affiliate of MOTV purchased 14,000,000 units at $10.00 per unit, for an aggregate purchase price of $140.0 million in a private placement that closed substantially concurrently with the closing of the Business Combination under the Amended and Restated Forward Purchase Agreement (the “A&R FPA”). Each unit consists of one share of the Company’s |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial instruments consist of cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities. Cash equivalents, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities are stated at fair value on a recurring basis. Restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time these financial instruments are held to the expected receipt or payment date. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 149,139 $ — $ — $ 149,139 Payment-dependent notes receivable, current 5 — — 5 Payment-dependent notes receivable, non-current — — 7,371 7,371 Total financial assets $ 149,144 $ — $ 7,371 $ 156,515 Payment-dependent notes payable, current $ 5 $ — $ — $ 5 Payment-dependent notes payable, non-current — — 7,371 7,371 Legacy Forge warrant liabilities — — 384 384 Private placement warrants — — 222 222 Total financial liabilities $ 5 $ — $ 7,977 $ 7,982 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, non-current — — 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, non-current — — 13,453 13,453 Legacy Forge 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. Payment-Dependent Notes Receivable and Payment-Dependent Notes Payable Classified as Level 3 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 Company estimates fair values of payment-dependent notes receivable and payment-dependent notes payable utilizing completed transactions made through the Company’s platform for the relevant private securities as well as mutual fund valuations of private companies as relevant data inputs . Legacy Forge Warrant Liabilities The Company's Legacy Forge warrant liabilities consist of warrants to purchase Series B-1 preferred stock or subsequent round stock (the "Series B-1 Preferred Stock Warrants," see Note 12) and Junior Preferred Stock Warrants (as defined below, see Note 12). The Company used a hybrid method that incorporates the Black-Scholes option-pricing model and an adjusted backsolve model to estimate the fair value of the Legacy Forge warrant liabilities, with the exception of the valuation of Junior Preferred Stock Warrants as of December 31, 2022, for which the Company used a binomial lattice model in a risk-neutral framework. 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 $0.1 million for the year ended December 31, 2022, which was recognized as a component of change in fair value of warrant liabilities within the consolidated statements of operations , and subsequently settled in additional paid-in capital as a result of the conversion to equity-classified common stock warrants. The Junior Preferred Stock Warrants were remeasured at fair value prior to the conversion to common stock warrants, which did not result in a change in fair value as of the conversion date. These warrants remained liability-classified after the conversion into the common stock warrants as the Company's obligation with respect to these warrants is capped at a fixed monetary amount and may be settled in a variable number of common shares. The Junior Preferred Stock Warrants were remeasured at fair value as of December 31, 2022 which resulted in a $4.0 million gain for the year ended December 31, 2022. The Company estimated the fair value of the Legacy Forge warrant liabilities, as of December 31, 2022 and December 31, 2021, respectively, using the following key assumptions: As of December 31, 2022 2021 Fair value of underlying securities $ 1.73 $ 30.80 Expected term (years) 2.9 3.4 - 8.8 Expected volatility 46.1% 40.4% - 44.3% Risk-free interest rate 4.2% 1.0% - 1.5% Expected dividend yield —% —% Fair value per warrant $ 0.15 $5.00 - $22.00 Private Placement Warrants The Company classifies the Private Placement Warrants within Level 3, because significant unobservable inputs are used to estimate fair value. To estimate the fair value of Private Placement Warrants, the Company used a binomial lattice model in a risk-neutral framework. The significant assumptions used in the analysis were the trading price of the Company’s Common Stock as of December 31, 2022 of $1.73 per share, the risk-free rate of 4.1%, the volatility of 44.6%, and the Company’s dividend yield of 0.0%. Transfers Into and Out of Level 3 The Company transfers financial instruments out of Level 3 on the date when underlying input parameters are readily observable from existing market quotes. For Payment-dependent notes payable and receivable, transfers from Level 3 to Level 1 generally relate to a company going public and listing on a national securities exchange. During the year ended December 31, 2022, the transfer of Private Placement Warrants from Level 2 to Level 3 was due to the redemption and exercises of the Public Warrants (Note 12) which resulted in the lack of an identical instrument with a quoted price. During the year ended December 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 the years ended December 31, 2022 and 2021 (in thousands): Total Level 3 Financial Assets Balance as of December 31, 2021 $ 13,453 Change in fair value of payment-dependent notes receivable (6,082) Balance as of December 31, 2022 $ 7,371 Total Level 3 Financial Assets Balance as of December 31, 2020 $ 51,859 Acquisition of short-term investments 362 Change in fair value of short-term investments (23) Payment-dependent notes and short-term investments transferred out of Level 3 to Level 1 (5,472) Change in fair value of payment-dependent notes receivable 29,364 Settlement of payment-dependent notes receivable (62,637) Balance as of December 31, 2021 $ 13,453 The following tables provide reconciliation for all financial liabilities measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2022 and 2021 (in thousands): Total Level 3 Financial Liabilities Balance as of December 31, 2021 $ 21,297 Change in fair value of payment-dependent notes payable (6,082) Change in fair value of Series B-1 Preferred Stock Warrant liability 106 Settlement of Series B-1 Preferred Stock Warrant Liability via conversion to equity-classified common stock warrants (2,950) Exercise of Junior Preferred Stock Warrants (653) Change in fair value of Junior Preferred Stock Warrants (3,963) Transfer of Private Placement Warrants out of Level 2 to Level 3 20,461 Change in fair value of Private Placement Warrants (20,239) Balance as of December 31, 2022 $ 7,977 Total Level 3 Financial Liabilities Balance as of December 31, 2020 $ 53,639 Change in fair value of payment-dependent notes payable 29,364 Settlement of payment-dependent notes payable (62,637) Change in fair value of warrant liability 6,064 Payment-dependent notes payable transferred out of Level 3 to Level 1 (5,133) Balance as of December 31, 2021 $ 21,297 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
Condensed Consolidated Balance Sheet Components | Consolidated Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2022 2021 Prepaid insurance $ 3,250 $ 414 Prepaid software 1,406 791 Other prepaid expenses 1,546 1,957 Other current assets 2,172 1,986 Prepaid expenses and other current assets $ 8,374 $ 5,148 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2022 2021 Computer equipment $ 66 $ 336 Furniture and fixtures 426 621 Leasehold improvements 387 320 Total property and equipment $ 879 $ 1,277 Less: accumulated depreciation (520) (780) Property and equipment, net $ 359 $ 497 For the years ended December 31, 2022, 2021, and 2020, the Company recorded depreciation expense related to property and equipment amounting to $0.2 million, $0.4 million, and $0.2 million, respectively. For the year ended December 31, 2022, the Company also recorded impairment loss of $0.2 million primarily related to leasehold improvements and furniture and fixtures due to the impairment of a right-of-use asset (Note 8), included in general and administrative expense within the consolidated statements of operations . The Company did not record any impairment losses for the years ended December 31, 2021 and 2020. Internal-Use Software, Net Capitalized internal-use software consists of the following (in thousands): As of December 31, 2022 2021 Capitalized internal-use software $ 9,605 $ 2,860 Less: Accumulated amortization (1,965) (169) Total capitalized internal-use software $ 7,640 $ 2,691 For the years ended December 31, 2022, 2021, and 2020, the Company recorded amortization expense on capitalized internal-use software placed in service amounting to $1.8 million, $0.2 million, and less than $0.1 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2022 2021 Accrued professional services $ 1,299 $ 1,798 Accrued payments related to acquisitions and financing — 1,134 Accrued taxes and deferred tax liabilities 1,006 1,421 Common stock unvested liability 589 786 Other current liabilities 3,522 3,204 Total $ 6,416 $ 8,343 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 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 $2.2 million. The purchase of the domain name created an intangible asset with an indefinite life that is not being amortized for book purposes. There were no changes in the recorded balance of goodwill during the year ended December 31, 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 (in thousands): As of December 31, 2022 Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 1.8 years $ 13,200 $ (8,035) $ 5,165 Customer relationships 6.1 years $ 7,507 $ (2,677) $ 4,830 Trade name 0.0 years $ 320 $ (320) $ — Launched IPR&D assets 3.7 years $ 960 $ (240) $ 720 Total finite-lived intangible assets $ 21,987 $ (11,272) $ 10,715 Indefinite-lived intangible assets: Trade name - website domain Indefinite $ 2,224 $ — $ 2,224 Total infinite-lived intangible assets $ 2,224 $ — $ 2,224 Total intangible assets $ 24,211 $ (11,272) $ 12,939 As of December 31, 2021 Weighted Average Remaining Amortization Period 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 Indefinite $ 2,202 $ — $ 2,202 Total infinite-lived intangible assets $ 2,202 $ — $ 2,202 Total intangible assets $ 24,092 $ (7,266) $ 16,826 Amortization expense related to finite-lived intangible assets was included in depreciation and amortization in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020. Amortization expense related to finite-lived intangible assets for the years ended December 31, 2022, 2021, and 2020 was $4.0 million, $4.8 million, and $2.2 million, respectively. The table below presents estimated future amortization expense for finite-lived intangible assets as of December 31, 2022 (in thousands): Amount 2023 $ 3,968 2024 $ 3,462 2025 $ 802 2026 $ 754 2027 $ 610 Thereafter $ 1,119 Total $ 10,715 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2019 Convertible Notes In October 2019, the Company issued convertible notes to investors, which matured in January 2021. At maturity, the note holders had the option to convert the outstanding principal and unpaid accrued interest into shares of the Company’s Series B-1 convertible preferred stock at a conversion price of $3.9760. In January 2021, one investor converted its convertible note amount of $0.1 million into 27,947 shares of Series B-1 convertible preferred stock; the remaining outstanding convertible notes were fully repaid. 2020 Convertible Notes In May 2020, the Company entered into a Note and Warrant Purchase Agreement with investors (“2020 Convertible Notes”). A portion of $9.0 million of the notes were converted to Series B-1 convertible preferred stock in November 2020, and the remaining principal of $1.8 million was fully repaid in May 2021. 2020 Loan and Security Agreement In October 2020, the Company entered into a Loan and Security Agreement (“2020 Loan and Security Agreement,” or “2020 Term Loan”) with another lending institution that provided for a term loan in the amount of $15.0 million. The Company fully repaid the term loan in April 2021. The Company did not have any outstanding debt as of December 31, 2022 and 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate for office space under operating leases. As of December 31, 2022, the remaining lease terms varied from 0.1 years to 3 years. For one of its leases, the Company has an option to extend the lease term for a period of 3 years. This renewal option is not considered in the remaining lease term unless it is reasonably certain that the Company will exercise such option. Operating lease expense, included in rent and occupancy in the consolidated statements of operations , for the years ended December 31, 2022, 2021, and 2020 was $4.1 million, $2.9 million, and $1.6 million, respectively. Variable lease payments for the years ended December 31, 2022, 2021, and 2020 were $1.0 million, $0.7 million, and $0.6 million, respectively. Sublease income for the years ended December 31, 2022, 2021, and 2020 of $0.7 million, $0.2 million, and $0, respectively, was included in other income, net in the consolidated statements of operations . The table below presents additional information related to the Company’s operating leases (in thousands): As of December 31, 2022 2021 Operating lease right-of-use assets $ 5,706 $ 7,881 Operating lease liabilities, current $ 3,896 $ 5,367 Operating lease liabilities, noncurrent $ 3,541 $ 5,159 Weighted-average remaining lease term (in years) 2.6 2.2 Weighted-average discount rate 6.0 % 4.9 % Future undiscounted lease payments under operating leases as of December 31, 2022 were as follows (in thousands) : Lease Payment Obligation Sublease Income Net Lease Obligation 2023 $ 4,220 $ (768) $ 3,452 2024 2,134 (360) 1,774 2025 1,619 (210) 1,409 2026 — — — 2027 — — — Total undiscounted lease payments $ 7,973 $ (1,338) $ 6,635 Less: imputed interest (536) Present value of future lease payments $ 7,437 Less: operating lease liabilities, current $ 3,896 Operating lease liabilities, noncurrent $ 3,541 As of December 31, 2022, the Company did not have any additional significant lease contracts that had not yet commenced. During the year ended December 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 was impaired, and recorded an impairment loss of $0.3 million for the year ended December 31, 2022 in rent and occupancy in the consolidated statements of operations . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is subject to claims and lawsuits in the ordinary course of business, including arbitration, class actions and other litigation, some of which include claims for substantial or unspecified damages. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies. The Company reviews its lawsuits, regulatory inquiries and other legal proceedings on an ongoing basis and 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 accrued expenses and other current liabilities on the consolidated balance sheets and expensed in general and administrative expenses in our consolidated statements of operations . 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 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 Stockholder 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. On February 24, 2022, the Company filed its Answer and a counterclaim denying the alleged claims. On March 9, 2022, SharesPost submitted its Reply denying the Company's counterclaim and the majority of the Company's allegations. In August 2022, SharesPost filed an Amended Complaint adding the public company parent, Forge Global Holdings, Inc. as a party to the action. No provision for a loss contingency has been recorded as the amount of losses, if any, is not estimable as of December 31, 2022. As of December 31, 2021 and as of December 21, 2022 , the Company had a receivable of $1.6 million in p repaid expenses and other current assets on the consolidated balance sheets , which it expects to collect from the escrow related to acquisition of IRA Services, Inc. Certain additional claims were filed against this escrow and, per a ruling in January 2023, one of these claims is likely to proceed to trial. Despite this development, the Company is of the view that the claim is not expected to have a significant impact on the likelihood of collecting the aforementioned receivable. 401(k) Plan The Company has established a tax-qualified retirement plan under Section 401(k) of the Code for all of its U.S. employees, including executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service. The Company matches 2% of every dollar contributed to the plan by employees, including executive officers, up to a maximum of $5.8 thousand. During the years ended December 31, 2022, 2021, and 2020, the Company recorded 401(k) contribution expense related to the defined contribution plan of $1.0 million, $0.5 million, and $0.1 million, respectively, in compensation and benefits in the Company’s consolidated statements of operations . Non-Cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties mainly for its operating leases, software products, and services. As of December 31, 2022, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer, including operating lease obligations of $7.4 million in operating lease liabilities current and noncurrent on the consolidated balance sheets , as follows: Amount 2023 $ 6,919 2024 4,081 2025 3,612 2026 2,203 2027 1,253 Thereafter — Total $ 18,068 |
Off Balance Sheet Items
Off Balance Sheet Items | 12 Months Ended |
Dec. 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 Investment Funds were formed for the purpose of investing in securities relating to a single private company. Each series of Investment Funds consists of a separate and distinct portfolio of investments owned by different investors. The Company utilizes third-party fund administrators to manage the Investment Funds and has no ownership interest nor participation in the gains or losses of the entities represented by the Investment Funds. The Company paid for the expenses incurred by these entities, including fund insurance expenses of $0.2 million, $0.3 million, and $1.1 million and fund management expenses of $0.1 million, $0.4 million, and $0.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, included in transaction-based expenses in the consolidated statements of operations . Also, the Company incurred fund audit fees of $0.9 million, $0.8 million, and $0.4 million during the years ended December 31, 2022, 2021, and 2020, respectively, included in professional services in the consolidated statements of operations . The Company did not consolidate Forge Investments LLC, Forge Investments SPC and Forge Investments II SPC, or the Investment Funds, because the Company has no direct or indirect interest in Forge Investments LLC, Forge Investments SPC and Forge Investments II SPC, or the Investment Funds, and the expenses that the Company pays on behalf of Forge Investments LLC, Forge Investments SPC and Forge Investments II SPC, or the Investment Funds, are not significant to those entities. The Company believes its maximum exposure to loss resulting from its involvement with those entities is limited to the payment of future insurance expenses, management expenses and audit fees. On September 7, 2022 the Company and DBAG formed a subsidiary, Forge Europe GmbH. DBAG is a shareholder of the Company and one of the Company's directors is affiliated with this entity (see Note 1). Financial Technology Partners LP (“Financial Technology Partners”), a shareholder of the Company and affiliated entity of one of the Company's former directors, previously served as financial and strategic advisor to the Company on its financing, merger, and acquisition transactions. During the year ended December 31, 2022 the Company incurred $18.3 million in fees to Financial Technology Partners, of which $17.4 million was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $0.9 million 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 consolidated statements of operations. During the year ended December 31, 2021, the Company incurred $4.9 million in fees to Financial Technology Partners. James Herbert, II, one of the Company's directors, through the James and Cecilia Herbert 1994 Revocable Trust, purchased 75,000 shares of the Company's common stock (for a purchase price of $0.8 million) 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. Mr. Herbert is also the founder and executive chairman of First Republic Bank (“FRB”). Upon Mr. Herbert’s appointment to the board of directors in April 2022, FRB became a related party. The majority of the Company’s operating cash accounts are maintained at FRB, including funds held in money market accounts, which are included in cash and cash equivalents and restricted cash in the consolidated balance sheets. As of December 31, 2022, the Company held $171.9 million and $0.8 million in cash and cash equivalents and restricted cash, respectively, at FRB. Interest income earned on amounts held at FRB, subsequent to Mr. Herbert's appointment in April 2022, was $2.6 million for the year ended December 31, 2022, included in interest income (expenses), net in the consolidated statements of operations. The interest rates applied to amounts held at FRB are no less favorable to the Company than to other third party account holders. 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 common stock (for a purchase price of $10.0 million) 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. During the year ended December 31, 2021 the Company entered into client engagement agreements with certain companies to serve as exclusive transaction agent to help facilitate private purchases of shares of issuers. These companies are identified as related parties who are holders of either the Company’s common stock or redeemable convertible preferred stock. The Company recognized $1.2 million in placement fee revenue in the consolidated statements of operations for trades executed with these companies for the year ended December 31, 2021 . The associated revenue recognized for the years ended December 31, 2022 and 2020 is immaterial. |
Capitalization
Capitalization | 12 Months Ended |
Dec. 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 December 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. 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 December 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 172,560,916 shares of common stock and no shares of preferred stock issued and outstanding. Settlement of Nonrecourse Related-Party Promissory Notes In connection with the Merger, t he Company entered into a loan offset agreement with certain executives (the “Loan Offset Agreement”) as a result of outstanding promissory notes that were due from these executives as of the Closing Date. As a result of the Loan Offset Agreement, the Company agreed to offset the after-tax value of the transaction bonus that the executives received in connection with the Merger (see Note 3) against the entire outstanding balance of the nonrecourse promissory notes, including any unpaid interest, as of one day immediately prior to the closing of the Merger. The total amount of outstanding promissory notes that were offset against the transaction bonus was $5.5 million, which included $1.3 million related to unvested shares included in the accrued expenses and other current liabilities in the consolidated balance sheets . The related bonus expense was recorded as compensation and benefits in the consolidated statements of operations |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Warrants | Warrants Warrants to Purchase Series B-1 Convertible 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 could purchase either (i) 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 five-year contractual life and may be exercised at any time during that period. In October 2020, Legacy Forge entered into the 2020 Loan and Security Agreement, as discussed in Note 7, that provided for a term loan in the amount of $15.0 million. 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 $3.5 million in shares (the “October 2020 Warrants”). The investors were granted the right to 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 Warrant 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 their 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 the conversion, and then settled in additional paid-in capital as a result of the conversion to equity-classified common stock warrants. During the years ended December 31, 2022, 2021 and 2020 the Company recorded fair value adjustments of $0.1 million, $2.6 million and less than $0.1 million for the May 2020 Warrants and October 2020 Warrants, respectively, in change in fair value of warrant liabilities in the Company’s consolidated statements of operations . 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 Stock 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 $5.0 million. The Junior Preferred Stock 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 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 Stock Warrants were converted to the Company's common stock warrants. As a result, the Junior Preferred Stock Warrants were adjusted to fair value prior to conversion and remain classified as a liability, as the Company's obligation with respect to these warrants is capped at a fixed monetary amount of $5.0 million and may be settled in a variable number of common shares. During the year ended December 31, 2022, 491,785 Junior Preferred Stock Warrants were net exercised in exchange for 123,379 shares of common stock. The change in fair value of warrant liabilities was recorded through the date of exercise as change in fair value of warrant liabilities within the consolidated statements of operations . Additionally, the fair value of the warrant liability as of the exercise date of $0.7 million was reclassified to additional paid-in capital within the consolidated balance sheets as of December 31, 2022. The Company recorded changes in the fair value of the Junior Preferred Stock Warrants, that were converted to warrants to purchase common stock, of $4.0 million, $3.5 million and $0.2 million as change in fair value of warrant liabilities in the Company's consolidated statements of operations during the years ended December 31, 2022, 2021 and 2020, respectively. Public Warrants and Private Placement Warrants As the accounting acquirer, Legacy Forge is deemed to have assumed 7,386,667 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"), 13,799,940 Class A common stock warrants held by MOTV's shareholders at an exercise price of $11.50 ("Public Warrants"), and 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. The warrants are exercisable subject to the terms of the warrant agreement, including but not limited to, the Company having an effective registration statement under the Securities Act of 1933, as amended (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 expire 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 met 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 consolidated balance sheets . On June 9, 2022, the Company issued a redemption notice to warrant holders announcing that it would redeem all of its Public Warrants (including the 4,666,664 Public Warrants that were issued in connection with the A&R FPA) on July 11, 2022 at 5:00 p.m. New York City Time (the "Redemption Date") for $0.01 per Public Warrant (the "Redemption"). After such notice and prior to the Redemption Date, warrant holders were entitled to exercise the Public Warrants at an exercise price of $11.50 per share of the Company's common stock. Any Public Warrants not exercised by the Redemption Date were automatically redeemed by the Company at a price of $0.01 per Public Warrant. During the year ended December 31, 2022, in connection with the Redemption, 1,994,790 Public Warrants were exercised at an exercise price of $11.50 per share of common stock, for an aggregate of 1,994,790 shares, respectively. Total cash proceeds generated from such exercises were $22.9 million. The change in fair value of the warrant liabilities was recorded through the date of exercise as a change in fair value of warrant liabilities within the consolidated statements of operations . Additionally, the fair value of the warrant liability as of the exercise date of $0.7 million was reclassified to additional paid-in capital within the consolidated balance sheets as of December 31, 2022. On July 11, 2022, the remaining 16,471,814 Public Warrants still outstanding were redeemed at a price of $0.01 per Public Warrant for an aggregate cash payment from the Company of $0.2 million. On July 11, 2022, the Public Warrants were delisted from the NYSE. As of December 31, 2022, the following warrants were outstanding: Warrant Type Shares Exercise Price per Share Private Placement Warrants 7,386,667 $ 11.50 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 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, the“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 Option and Incentive Plan (the “2022 Plan”). Accordingly, no shares are available for future grants 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 (i) 3% of the outstanding number of shares of common stock of the Company on the preceding December 31, or (ii) 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: As of December 31, 2022 2021 Conversion of convertible preferred stock — 86,815,192 Warrants to purchase convertible preferred stock — 3,540,546 Warrants to purchase common stock 3,282,652 233,891 Shares available for grant under 2018 Plan — 1,133,920 Stock options issued and outstanding under 2018 Plan 12,853,072 15,712,433 Shares available for grant under 2022 Plan (1) 4,804,751 — RSUs issued and outstanding under 2022 Plan 10,884,476 Shares available for grant under 2022 ESPP 4,072,000 Outstanding Private Placement Warrants 7,386,667 — Total shares of common stock reserved 43,283,618 107,435,982 Stock options Stock options generally vest over four years and expire ten years from the date of grant. Vested stock options generally expire three months to five years after termination of employment. Stock option activity during the year ended December 31, 2022 consisted of the following (in thousands, except for share and per share data): Stock Options Weighted Average Exercise Price Weighted- Average Life (Years) Aggregate Intrinsic Value Balance as of December 31, 2021 5,031,310 $ 6.85 9.2 $ 120,491 Retroactive application of recapitalization 10,681,124 $ (4.66) Balance as of December 31, 2021 15,712,434 $ 2.19 9.2 $ 120,491 Exercised (1,227,310) $ 0.88 Cancelled/Forfeited/Expired (1,632,052) $ 1.67 Balance as of December 31, 2022 12,853,072 $ 2.39 7.0 $ 7,055 Vested and exercisable as of December 31, 2022 6,439,984 $ 1.67 5.8 $ 5,485 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022, 2021, and 2020 was $0, $2.90 and $0.81 per share, respectively. The total grant date fair value of stock options vested during the years ended December 31, 2022, 2021, and 2020 was $13.0 million, $4.0 million and $3.7 million respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $5.1 million, $14.2 million and $1.0 million, respectively. The Company recorded share-based compensation of $17.0 million, $6.4 million and $3.6 million for the years ended December 31, 2022, 2021, and 2020, respectively, related to stock options. In addition, for the year ended December 31, 2022, the Company recognized share-based compensation expense of $0.6 million related to pre-close issuance of common stock for services. Unrecognized share-based compensation expense for unvested stock options granted and outstanding as of December 31, 2022, is $10.1 million, which is to be recognized over a weighted-average period of 2.1 years. The Black-Scholes assumptions used to value the employee options at the grant dates are as follows: 2021 2020 Fair value of common stock $2.82 – $6.82 $1.09 – $2.11 Expected term (years) 5.1 – 7.0 5.0 – 6.2 Expected volatility 40.0% – 41.4% 37.0% – 41.7% Risk-free interest rate 0.7% – 1.3% 0.3% – 0.8% Expected dividend yield —% —% There were no stock options granted during the year ended December 31, 2022. Modifications During the year ended December 31, 2022, the Company modified options of five of its employees in connection with terminations of their employment and subsequent transition to service providers under consulting agreements. Under the terms of ASC 718 these employees were not obliged to perform substantive consulting services to the Company for the continued vesting of their options. The Company recognized incremental share-based compensation expense as the difference between the fair value of the options before and after the modifications. The Company calculated the fair value of the options before and after modification using current valuation inputs including the Company’s stock price of $3.79 - $17.71 , a volatility metric 38.4% - 48.1%, a risk-free interest rate of 0.9% - 3.6% and an expected life 1.0 - 5.5 years. The incremental fair value of the options resulting from the modifications was $2.2 million that was recognized as part of the share-based compensation expense during the year ended December 31, 2022. In December 2022, the Company accelerated vesting of 251,364 stock options and 210,987 Executive Retention RSUs as part of the severance package of one of its executives in connection with the termination of his employment with the Company. As a result, the Company recognized incremental share-based compensation expense of $0.5 million calculated by using the modification date valuation inputs including the Company’s stock price of $1.52, a volatility metric of 47.3%, a risk-free interest rate of 4.1% and an expected life of 3.0 years. In connection with this employment termination, the Company also reversed a portion of the previously recognized share-based compensation expense resulting in a reduction to share-based compensation of $4.4 million, net of incremental expense as well as additional share-based compensation recognized due to the acceleration of unvested shares under the executive's original employment terms. 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 $250.0 million and (2) market condition, which is holders of Legacy Forge's B-1 convertible 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 $4.6 million. Total compensation expense recognized for the performance and market condition-based option during the year ended December 31, 2022 was $6.3 million. No compensation expense was recognized for the performance and market condition-based option for the years ended December 31, 2021 and 2020. As of December 31, 2022, the market condition had not been met and none of the performance and market condition options were vested. 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 performance-based stock options was $2.27 per option share estimated using the Monte Carlo simulation methodology. The unrecognized compensation expense was $0.8 million as of December 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 December 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 consolidated balance sheets were $0.6 million and $0.8 million, respectively, which will be transferred to additional paid-in capital upon vesting. Nonrecourse Promissory Notes to Early Exercise Stock Options In the year ended December 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 year ended December 31, 2022, there were no promissory notes issued upon early exercise of options. All outstanding promissory notes have been settled as part of the Business Combination. Secondary Sales of Common Stock During the years ended December 31, 2021 and December 31, 2020, certain economic interest holders acquired outstanding Class AA common stock from certain founders, current or former employees, and an investor, for a purchase price greater than the Company’s Class AA common stock estimated fair value at the time of the transactions. As a result, the Company recorded share-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $4.3 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively. In connection with these stock transfers, the Company waived all transfer restrictions and assigned its rights of first refusal applicable to such shares. During the year ended December 31, 2022, there were no secondary sales of common stock. 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 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 December 31, 2022 and the Company recorded $1.2 million of share-based compensation expense related to the options granted to certain board members during the year ended December 31, 2022. 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 % RSAs Certain RSAs were granted to the Company's executives in exchange for consideration at a specified strike price and were further subject to vesting conditions. To the extent unvested, the shares issued in respect of such RSAs remain subject to repurchase. As of December 31, 2022, there were no shares that were subject to repurchase. Number of shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 898,426 $ 0.60 Retroactive application of recapitalization 12,429 $ (0.03) Unvested as of December 31, 2021 910,855 $ 0.57 Vested (910,855) $ 0.57 Unvested as of December 31, 2022 — $ — The total grant date fair value of shares vested during the years ended December 31, 2022, 2021, and 2020 was $0.5 million, $0.9 million and $0.9 million, respectively. The Company recorded share-based compensation expense of $0.4 million, $0.9 million and $0.9 million for the years ended December 31, 2022, 2021, and 2020, respectively, related to RSAs. There was no unrecognized expense related to RSAs as of December 31, 2022. RSUs The Company’s RSUs are convertible into shares of the Company’s common stock upon vesting on a one-to-one basis, and generally contain time-based vesting conditions only. RSUs granted to certain executives (the “Executive Retention RSUs”) also contain market-based vesting conditions. The RSUs that contain time-based vesting conditions vest over the service period of three RSU activity during the year ended December 31, 2022 was as follows: RSUs Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2021 — $ — Granted 11,521,853 $ 10.82 Vested (1) (445,503) $ 18.82 Forfeited (498,037) $ 20.24 Unvested as of December 31, 2022 10,578,313 $ 10.04 (1) Common stock has not been issued in connection with 306,163 vested RSUs because such RSUs were unsettled as of December 31, 2022. T he total grant date fair value of shares vested during the year ended December 31, 2022, was $8.4 million. During the year ended December 31, 2022, the Company recognized share-based compensation expense of $40.6 million related to RSUs. Future share-based compensation expense for unvested RSUs as of December 31, 2022 was $70.1 million, which is to be recognized over a weighted-average period of 2.7 years. Executive Retention RSUs On June 1, 2022, as a result of the consummation of the Merger, the Compensation Committee of the Company's board of directors granted a total of 1,859,137 RSUs to certain executives (the “Executive Retention RSUs”) that contained market-based vesting conditions in addition to time-based vesting conditions. The Executive Retention RSUs vest in three equal tranches on the earlier of: (1) first, second and third anniversaries of the consummation of the Merger, respectively, (the “Time Vesting Component”) or (2) achievement of following market-based conditions: (a) in the event the Company’s stock price meets or exceeds the price of $12.50 per share during the RSU Measurement Period (defined below), the first tranche will vest immediately, and the Time Vesting Component of the second and third tranches will be accelerated by six months; (b) in the event the Company’s stock price meets or exceeds the price of $15.00 per share during the RSU Measurement Period (defined below), the second tranche will vest immediately, and the Time Vesting Component of the third tranche will be accelerated by an additional six months. The RSU Measurement Period is equal to 20 trading days within any 30 trading day period commencing upon the expiration of a six month lock-up period following the Merger. The fair value per share for the Executive Retention RSUs was determined by reference to the market price of the Company’s shares at the date of the grant, which was $20.26 per share. The Company used the Monte Carlo simulation model to determine the derived service period for the Executive Retention RSUs for the purposes of calculating the respective share-based compensation expense. The significant inputs used in the valuation included the Company's closing stock price as of the grant date of $20.26, cost of equity of 9.0%, dividend yield of 0.0%, volatility of 35.7%, and risk-free rate of 2.8%. The derived service period for the first, second, and third tranche of the Executive Retention RSUs was 0.4 years, 0.4 years, and 1.8 years, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the loss before income taxes were as follows: Year Ended December 31, 2022 2021 2020 Domestic $ (111,339) $ (16,496) $ (9,554) Foreign (239) (1,617) (961) Total loss before provision for income taxes $ (111,578) $ (18,113) $ (10,515) The components of the provision for income taxes were as follows: Year Ended December 31, 2022 2021 2020 Current Federal $ — $ — $ (818) State 231 50 15 Foreign — — — Total Current $ 231 $ 50 $ (803) Deferred: Federal $ 92 $ 264 $ — State 4 72 — Foreign — — — Total Deferred $ 96 $ 336 $ — Total Provision for income taxes $ 327 $ 386 $ (803) Reconciliation of the statutory federal income tax to the Company's effective tax: Year Ended December 31, 2022 2021 2020 Tax provision (benefit) at U.S. statutory rate $ (23,431) 21.0 % $ (3,804) 21.0 % $ (2,209) 21.0 % State income taxes (739) 0.6 % (409) 2.3 % (127) 1.2 % Foreign taxes in excess of the U.S. statutory rate 10 — 74 (0.4) % 202 (1.9) % Change of valuation allowance 11,394 (10.2) % 2,397 (13.2) % 525 (5.0) % Change in fair value 4,166 (3.7) % 1,275 (7.1) % — — Share based compensation 8,804 (7.9) % 1,548 (8.6) % 779 (7.4) % Attribute carryback — — — — (203) 1.9 % Tax credits (3,615) 3.2 % (862) 4.8 % — — Section 162(m) limitation 3,693 (3.3) % — — — — Other 45 — % 167 (0.9) % 230 (2.2) % Tax Expense $ 327 (0.3) % $ 386 (2.1) % $ (803) 7.6 % Significant components for the Company's net deferred tax liabilities included in accrued expenses and other current liabilities in the consolidated balance sheets are as follows: Year Ended December 31, 2022 2021 Deferred Tax Assets Accrued compensation $ 2,087 $ 3,074 Operating lease liability 1,822 2,829 Share-based compensation 6,033 804 Net operating loss carryforwards 10,877 11,187 Allowance for bad debt 223 413 Interest expense limitation — 19 Tax credits 3,615 862 Section 174 capitalization 5,705 — Other (32) 62 Total deferred tax assets $ 30,330 $ 19,250 Valuation allowance (26,002) (14,436) Net Deferred Tax Assets $ 4,328 $ 4,814 Deferred tax liabilities Depreciation and amortization $ (3,392) $ (3,089) Operating lease assets (1,454) (2,148) Total deferred tax assets (liabilities) $ (4,846) $ (5,237) Net deferred tax liabilities $ (518) $ (423) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management believes it is more likely than not that the deferred tax assets will not be realized; accordingly, a valuation allowance has been established on U.S. and foreign gross deferred tax assets. The valuation allowance increased $11.6 million, $2.2 million for 2022, 2021, respectively. As of December 31, 2022, the Company has net operating loss carryforwards for federal income tax purposes of $31.0 million available to reduce future income subject to income taxes. The federal net operating loss carryforwards of $7.4 million will begin to expire, if not utilized, in fiscal year 2037. The remaining amount of federal net operating loss carryforwards will be carried forward indefinitely. In addition, the Company has $38.6 million and $12.7 million of net operating loss carryforwards available to reduce future taxable income subject to California state income taxes and all other applicable state jurisdictions, respectively. The California net operating loss carryforwards will begin to expire, if not utilized, in fiscal year 2036. The other states’ net operating loss carryforwards will begin to expire, if not utilized, in fiscal year 2037. The foreign net operating loss carryforwards of $0.4 million do not expire. The Federal and State Credit Carryforwards are $2.1 million and $1.5 million accordingly.The Federal and State Credit Carryforwards will begin to expire, if not utilized, in fiscal year 2037. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company's ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if the Company has experienced an ownership change. As of December 31, 2022 the Company has concluded that it has experienced ownership changes since inception and that its utilization of net operating loss carryforwards will be subject to annual limitations. However, it is not expected that the annual limitations will result in the expiration of the tax attribute carryforwards prior to utilization. Changes in our unrecognized tax benefits are summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 427 $ 43 $ 34 Additions for current year items 842 115 9 Additions for prior year items 360 269 — Reductions for prior year items — — — Lapse of statute of limitations — — — Ending Balance $ 1,629 $ 427 $ 43 During the year ended December 31, 2022, 2021, and 2020, interest and penalties were immaterial. The Company does not expect any significant change in its unrecognized tax benefits during the next twelve months that would be material to the consolidated financial statements. All of the unrecognized tax benefits would impact the effective tax rate. The Company files income tax returns for U.S. federal income tax, several U.S. states, and other foreign jurisdictions. The Company’s most significant tax jurisdiction is the United States. The Company’s tax years for 2017 and forward are subject to examination by the federal tax authorities. The Company’s tax years for 2016 and forward are subject to examination by the state tax authorities. The Company’s tax years for 2017 and forward are subject to examination by the foreign tax authorities. The Company is not currently under examination for income tax in any jurisdiction. The Company is currently not subject to any income tax audits by federal or state taxing authorities. The statute of limitations for tax liabilities for all years remains open. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 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, convertible 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 year ended December 31, 2022 was attributed to common stockholders only. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except for share and per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to Forge Global Holdings, Inc., basic $ (111,859) $ (18,499) $ (9,712) Less: Mark to market gain for Junior Preferred Stock warrants $ (3,924) $ — $ — Net loss attributable to common stockholders, diluted $ (115,783) $ (18,499) $ (9,712) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic 143,839,981 54,295,304 37,308,450 Dilutive effect of common share equivalents 1,173,365 — — Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted 145,013,346 54,295,304 37,308,450 Net loss per share attributed to common stockholders: Basic $ (0.78) $ (0.34) $ (0.26) Diluted $ (0.80) $ (0.34) $ (0.26) The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: Year Ended December 31, 2022 2021 2020 Convertible notes — — 5,355,092 Convertible preferred stock — 73,914,150 49,084,184 Outstanding options 12,853,072 15,712,437 10,021,682 Common stock and preferred stock warrants 3,282,652 3,774,436 3,774,436 Private Placement Warrants issued upon Merger 7,386,667 — — Common stock subject to repurchase 1,064,323 11,400,806 9,631,906 Restricted stock units 10,884,476 — — Total 35,471,190 104,801,829 77,867,300 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 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 Investment Funds were formed for the purpose of investing in securities relating to a single private company. Each series of Investment Funds consists of a separate and distinct portfolio of investments owned by different investors. The Company utilizes third-party fund administrators to manage the Investment Funds and has no ownership interest nor participation in the gains or losses of the entities represented by the Investment Funds. The Company paid for the expenses incurred by these entities, including fund insurance expenses of $0.2 million, $0.3 million, and $1.1 million and fund management expenses of $0.1 million, $0.4 million, and $0.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, included in transaction-based expenses in the consolidated statements of operations . Also, the Company incurred fund audit fees of $0.9 million, $0.8 million, and $0.4 million during the years ended December 31, 2022, 2021, and 2020, respectively, included in professional services in the consolidated statements of operations . The Company did not consolidate Forge Investments LLC, Forge Investments SPC and Forge Investments II SPC, or the Investment Funds, because the Company has no direct or indirect interest in Forge Investments LLC, Forge Investments SPC and Forge Investments II SPC, or the Investment Funds, and the expenses that the Company pays on behalf of Forge Investments LLC, Forge Investments SPC and Forge Investments II SPC, or the Investment Funds, are not significant to those entities. The Company believes its maximum exposure to loss resulting from its involvement with those entities is limited to the payment of future insurance expenses, management expenses and audit fees. On September 7, 2022 the Company and DBAG formed a subsidiary, Forge Europe GmbH. DBAG is a shareholder of the Company and one of the Company's directors is affiliated with this entity (see Note 1). Financial Technology Partners LP (“Financial Technology Partners”), a shareholder of the Company and affiliated entity of one of the Company's former directors, previously served as financial and strategic advisor to the Company on its financing, merger, and acquisition transactions. During the year ended December 31, 2022 the Company incurred $18.3 million in fees to Financial Technology Partners, of which $17.4 million was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $0.9 million 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 consolidated statements of operations. During the year ended December 31, 2021, the Company incurred $4.9 million in fees to Financial Technology Partners. James Herbert, II, one of the Company's directors, through the James and Cecilia Herbert 1994 Revocable Trust, purchased 75,000 shares of the Company's common stock (for a purchase price of $0.8 million) 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. Mr. Herbert is also the founder and executive chairman of First Republic Bank (“FRB”). Upon Mr. Herbert’s appointment to the board of directors in April 2022, FRB became a related party. The majority of the Company’s operating cash accounts are maintained at FRB, including funds held in money market accounts, which are included in cash and cash equivalents and restricted cash in the consolidated balance sheets. As of December 31, 2022, the Company held $171.9 million and $0.8 million in cash and cash equivalents and restricted cash, respectively, at FRB. Interest income earned on amounts held at FRB, subsequent to Mr. Herbert's appointment in April 2022, was $2.6 million for the year ended December 31, 2022, included in interest income (expenses), net in the consolidated statements of operations. The interest rates applied to amounts held at FRB are no less favorable to the Company than to other third party account holders. 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 common stock (for a purchase price of $10.0 million) 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. During the year ended December 31, 2021 the Company entered into client engagement agreements with certain companies to serve as exclusive transaction agent to help facilitate private purchases of shares of issuers. These companies are identified as related parties who are holders of either the Company’s common stock or redeemable convertible preferred stock. The Company recognized $1.2 million in placement fee revenue in the consolidated statements of operations for trades executed with these companies for the year ended December 31, 2021 . The associated revenue recognized for the years ended December 31, 2022 and 2020 is immaterial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 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 Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying 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 10, "Off Balance Sheet Items." In certain instances, the Company provides investment advisory services to pooled investment vehicles (each, an “Investment Fund”). The Company does not have discretion to make any investment, except for the specific investment for which an Investment Fund was formed. The Company performs an assessment to determine (a) whether the Company’s investments or other interests will absorb portions of a variable interest entity’s expected losses or receive portions of the entity’s expected residual returns and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity would give it a controlling financial interest. The Company consolidates entities in which it, directly or indirectly, is determined to have a controlling financial interest. Consolidation conclusions are reviewed quarterly to identify whether any reconsideration events have occurred. |
Segment Information | Segment Information The Company operates as a single operating segment and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, allocating resources and evaluating the Company’s financial performance. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affe ct 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 Business Combination and the derived service period for the awards containing market-based vesting conditions and the valuation of deferred tax assets. 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 Investment Funds, in order to conclude whether any of the Investment Funds must be consolidated. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of December 31, 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. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds. Restricted Cash |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. Under ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, we estimate our allowance for doubtful accounts using an aging method, disaggregated based on major revenue stream categories as well as other unique revenue stream factors. The allowance for doubtful accounts is maintained at a level that we believe to be sufficient to absorb probable losses over the expected life in our accounts receivable portfolio. The allowance is based on several factors, including continuous assessments of risk characteristics, specific customer events that may impact its ability to meet its financial obligations, and other reasonable and supportable economic characteristics. Accounts receivable are written-off against the allowance for doubtful accounts when collection efforts cease. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise cash and cash equivalents and restricted cash, payment-dependent notes receivable, and accounts receivable. Cash and cash equivalents and restricted cash may, at times, exceed amounts insured by the FDIC and the Securities Investor Protection Corporation, respectively. 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 |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life |
Internal-use Software, Net | Internal-use Software, Net The Company capitalizes certain costs related to software developed for its internal-use. The costs capitalized include development of new software features and functionality and incremental costs related to significant improvement of existing software. Development costs incurred during the preliminary or maintenance project stages are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized using the straight-line method over the useful life of the software, which is typically three years. Amortization begins only when the software becomes ready for its intended use. Costs incurred after the project is substantially completed and is ready for its intended purpose, such as maintenance and training costs, are expensed as incurred, unless related to significantly increasing the functionality of existing software. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also evaluates the period of depreciation and amortization of long-lived assets to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, the Company determines the recoverability of its long-lived assets by comparing the carrying value of its long-lived assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but is tested for impairment annually on October 1, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. The Company's annual goodwill impairment test resulted in no goodwill impairment. Additionally as of December 31, 2022, the Company performed a goodwill impairment test as a result of the events and circumstances previously discussed. The Company has one reporting unit. In determining the fair value of the reporting unit in accordance with ASC 350 - Intangibles - Goodwill and Other, the Company performed a quantitative assessment of goodwill as of December 31, 2022 using the income approach in combination with various sensitivity analysis and reconciliations to market capitalization. The fair value of the reporting unit exceeded its carrying value. As a result, no impairment loss was recorded for goodwill. In-process research and development (“IPR&D”) assets acquired in a business combination are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon conclusion of the relevant research and development project, the Company will amortize the acquired IPR&D over its estimated useful life or expense the acquired IPR&D should the research and development project be unsuccessful with no future alternative use. In September 2021, the Company launched the acquired IPR&D data platform and started to record amortization expense using the straight-line method over the estimated useful lives of the asset. Acquired intangible assets also consist of identifiable intangible assets, primarily software technology, trade name and customer relationships, resulting from business acquisitions. Finite-lived intangible assets are recorded at fair value on the date of acquisition and are amortized over their estimated useful lives. The Company bases the useful lives and related amortization expense on its estimate of the period that the assets will generate revenues or otherwise be used. |
Leases | Leases The Company categorizes leases at their inception or upon modification, if applicable. As of December 31, 2022 and 2021, the Company only has operating leases. For operating leases, the Company recognizes rent and occupancy on a straight-line basis, commencing on the date at which the property becomes available for the Company's use. For leases with a term greater than 12 months, the Company records the related right-of-use assets and operating lease liabilities at the present value of lease payments over the lease term. The Company does not separate lease and non-lease components of contracts for real estate property leases. Variable lease payments for common area maintenance, property taxes and other operating expenses are not included in the measurement of ROU assets and lease liabilities and are expensed as incurred. The rates implicit on the Company’s leases are not readily determinable. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease payment amount, over a similar term, and in a similar economic environment. The Company evaluates its subleases in which it is the sublessor to determine whether it is relieved of the primary obligation under the original lease. If it remains the primary obligor, the Company continues to account for the original lease as it did before the commencement of the sublease and records the sublease income based on the contract terms in other income (expenses), net in the consolidated statements of operations. |
Payment-Dependent Notes | Payment-Dependent Notes Payment-dependent notes receivable and payment-dependent notes payable represent financial instruments that are presented at fair value in the consolidated financial statements in accordance with ASC 825, Fair Value Option for Financial Instruments. The Company enters into separate contracts with equity holders of private companies’ shares (“sellers”) and investors (“buyers”) that enable the transfer of private securities upon a specified event such as an initial public offering, merger, or acquisition involving the underlying company. The Company serves as an intermediary counterparty to both the buyer and the seller and earns transaction fee revenue by facilitating the execution of the transaction. Contracts with buyers require the Company to facilitate the transfer of a fixed number of shares of the private securities from sellers upon occurrence of a specified event as described above. Buyers are required to pay the selling price for shares purchased (“settlement amounts”) and transaction fee defined in the contracts into a distribution or escrow account upon notice by the Company. Contracts with sellers require sellers to transfer the same amount and class of shares referenced in the contract between the Company and the corresponding buyers upon the occurrence of a specified event as described above. When settlement amounts have been determined, and the price and transaction fees are paid by the buyer, payment-dependent notes receivable are recorded for the securities due from the sellers, and payment- dependent notes payable are recorded for the securities owed to the buyers. Amounts recorded at period-end for payment-dependent notes receivable represent the fair value of securities receivable from sellers, for which the securities settlement event has not occurred. Amounts recorded at period-end for payment-dependent notes payable represent the fair value of securities not yet delivered to the buyer. Changes in fair value of payment-dependent notes receivable and payment-dependent notes payable are recorded in other expense in the consolidated statements of operations. |
Warrant Liabilities | Warrant Liabilities The Public Warrants, Private Placement Warrants, and Junior Preferred Stock Warrants (see Note 3, 4. and 12) 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 redeemed, expired or 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. |
Deferred Offering Costs | Deferred Offering CostsDeferred offering costs consist primarily of accounting, legal, and other fees directly related to the Business Combination. |
Revenue Recognition | Revenue Recognition The Company generates revenue from fees charged for the trading of private placements through its platform, and fees for account and asset management provided to customers. The Company disaggregates revenue by service type, as management believes that this level of disaggregation best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are impacted by economic factors. The Company recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for services. To achieve the core principle of this standard, the Company applied the following five steps: 1. Identification of the contract, or contracts, with the customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of the revenue when, or as, a performance obligation is satisfied. Revenue from Contracts with Customers The Company enters into contracts with customers that can include various services, which are capable of being distinct and accounted for as separate performance obligations. When applicable, an allocation of the transaction fees to the performance obligations or to the distinct goods or services that form part of a single performance obligation will depend on the individual facts and circumstances of the contract. All of the Company’s revenues are from contracts with customers. The Company is the principal in its contracts, with the exception of sub-account fees, in which the Company acts as an agent and records revenue from fees earned related to cash balances in customers’ custodial accounts. Each of our significant performance obligations and our application of ASC 606 to our revenue arrangements are discussed in further detail below: Placement Fees — The Company maintains a trading platform which generates revenues by collecting transaction fees from institutions, individual investors and private equity holders. Placement fees are charged by the Company for meeting the point-in-time performance obligation of executing a private placement on its platform. Placement fee rates are individually negotiated for each transaction and vary depending on the specific facts and circumstance of each agreement. These fees are event-driven and invoiced upon the closing of the transaction outlined in each agreement. These fees may be expressed as a dollar amount per share, a flat dollar amount, or a percentage of the gross transaction proceeds. The Company earns agency placement fees in non-underwritten transactions, such as private placements of equity securities. The Company enters into arrangements with individual accredited customers or pooled investment vehicles to execute private placements in the secondary market. The Company will receive placement fees on these transactions and believes that its trade execution performance obligation is completed upon the placement and consummation of a transaction and, as such, revenue is earned on the transaction date with no further obligation to the customer at that time. The Company acts as a principal and recognizes the placement fee revenue earned for the execution of a trade on a gross basis. Custodial Administration Fees — The Company generates revenues primarily by performing custodial account administration and maintenance services for its customers. Specifically, the Company charges administration fees for its services in maintaining custodial accounts, including asset-based fees, which are determined by the number and types of assets in these accounts. Additionally, the Company earns fees for opening and terminating accounts, and facilitating transactions, which are assessed at the point of transaction. Account and asset fees are assessed on the first day of the calendar quarter. Cash administration fees are based on cash balances within the custodial accounts and are assessed on the last day of the month. Revenues from custodial administration fees are recognized either over time as underlying performance obligations are met and day-to-day maintenance activities are performed for custodial accounts, or at a point in time upon completion of transactions requested by custodial account holders. Contract Balances Contract assets represent amounts for which the Company has recognized revenue for contracts that have not yet been invoiced to our customers. The Company does not have any contract assets as of December 31, 2022 and 2021 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 |
Stock Based Compensation Expense | Share-Based Compensation Expense The Company recognizes share-based compensation expense for all share-based awards, primarily stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs"), based on the grant date fair value of the awards and recognized on a straight-line basis over the requisite service period of the awards, which is generally the award's vesting term. The fair value of stock options is determined by using the Black-Scholes option pricing model and the fair value of RSAs and RSUs is based on the closing price of the Company's common stock. Forfeitures are accounted for as they occur. |
Advertising | AdvertisingAdvertising costs are expensed as incurred and include advertising and trade shows. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates and laws that will be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes. The Company recognizes interest and penalties on unrecognized tax benefits as a component of provision for income taxes in the consolidated statements of operations. |
Foreign Currency | Foreign Currency The Company's reporting and functional currency is the U.S. dollar ("USD"). The functional currency of Forge Europe, a fully consolidated subsidiary of the Company, is the Euro ("EUR"). For financial reporting purposes, the financial statements of Forge Europe which are prepared using the EUR, are translated into the Company's reporting currency, USD. Accordingly, foreign currency assets and liabilities are remeasured into USD using the exchange rate on the balance sheet date, except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are translated using the average exchange rate for the period. Cumulative translation gains and losses are included in accumulated other comprehensive loss. |
Comprehensive Loss | Comprehensive LossComprehensive income or loss includes all changes in equity during a period from non-owner sources. Accumulated comprehensive loss, as presented in the consolidated financial statements consists of changes in unrealized gains and losses on foreign currency translation. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Prior to the Business Combination, the Company computed net loss per share using the two-class method required for participating securities. The two-class method required income attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Upon consummation of the Business Combination, all of the Company's participating securities, in the form of convertible preferred stock, were converted into common stock of the Company as of December 31, 2022. The prior holders of convertible preferred stock had dividend rights in the event of a declaration of a dividend for shares of common stock. However, the participating securities did not contractually require the holders of such stocks to participate in the Company’s losses for the years ended December 31, 2022, 2021 and 2020. Accordingly, net loss for the years ended December 31, 2022, 2021 and 2020 was only allocated to the Company’s common stockholders. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares are anti-dilutive. |
Recently Adopted Pronouncements and Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements Prior to December 31, 2022, the Company was an emerging growth company ("EGC") under the Jumpstart Our Business Startups Act (“JOBS Act”), and as a result the Company was eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company elected to take advantage of the extended transition period for adopting new or revised accounting standards until such time as those standards applied to private companies. However, as the Company is now a “large accelerated filer” as defined by the Securities Exchange Act of 1934, as amended, the Company no longer qualifies as an EGC as of December 31, 2022. Therefore, the Company is no longer able to take advantage of the extended transition period for adopting new or revised accounting standards. 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. As a result of the Company no longer qualifying as an EGC as of December 31, 2022, the Company adopted ASU 2016-13 in its consolidated financial statements for the year ended December 31, 2022. The impact of adoption was immaterial to the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment, which removes step 2 of the quantitative goodwill impairment test. Under the amended guidance, a goodwill impairment charge is recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. On January 1, 2022, the Company adopted ASU 2017-04 on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives for Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life Property and equipment, net consisted of the following (in thousands): As of December 31, 2022 2021 Computer equipment $ 66 $ 336 Furniture and fixtures 426 621 Leasehold improvements 387 320 Total property and equipment $ 879 $ 1,277 Less: accumulated depreciation (520) (780) Property and equipment, net $ 359 $ 497 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 149,139 $ — $ — $ 149,139 Payment-dependent notes receivable, current 5 — — 5 Payment-dependent notes receivable, non-current — — 7,371 7,371 Total financial assets $ 149,144 $ — $ 7,371 $ 156,515 Payment-dependent notes payable, current $ 5 $ — $ — $ 5 Payment-dependent notes payable, non-current — — 7,371 7,371 Legacy Forge warrant liabilities — — 384 384 Private placement warrants — — 222 222 Total financial liabilities $ 5 $ — $ 7,977 $ 7,982 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, non-current — — 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, non-current — — 13,453 13,453 Legacy Forge warrant liabilities — — 7,844 7,844 Total financial liabilities $ 1,153 $ — $ 21,297 $ 22,450 |
Fair Value Measurement Inputs and Valuation Techniques | The Company estimated the fair value of the Legacy Forge warrant liabilities, as of December 31, 2022 and December 31, 2021, respectively, using the following key assumptions: As of December 31, 2022 2021 Fair value of underlying securities $ 1.73 $ 30.80 Expected term (years) 2.9 3.4 - 8.8 Expected volatility 46.1% 40.4% - 44.3% Risk-free interest rate 4.2% 1.0% - 1.5% Expected dividend yield —% —% Fair value per warrant $ 0.15 $5.00 - $22.00 |
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 the years ended December 31, 2022 and 2021 (in thousands): Total Level 3 Financial Assets Balance as of December 31, 2021 $ 13,453 Change in fair value of payment-dependent notes receivable (6,082) Balance as of December 31, 2022 $ 7,371 Total Level 3 Financial Assets Balance as of December 31, 2020 $ 51,859 Acquisition of short-term investments 362 Change in fair value of short-term investments (23) Payment-dependent notes and short-term investments transferred out of Level 3 to Level 1 (5,472) Change in fair value of payment-dependent notes receivable 29,364 Settlement of payment-dependent notes receivable (62,637) Balance as of December 31, 2021 $ 13,453 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide reconciliation for all financial liabilities measured at fair value using significant unobservable inputs (Level 3) for years ended December 31, 2022 and 2021 (in thousands): Total Level 3 Financial Liabilities Balance as of December 31, 2021 $ 21,297 Change in fair value of payment-dependent notes payable (6,082) Change in fair value of Series B-1 Preferred Stock Warrant liability 106 Settlement of Series B-1 Preferred Stock Warrant Liability via conversion to equity-classified common stock warrants (2,950) Exercise of Junior Preferred Stock Warrants (653) Change in fair value of Junior Preferred Stock Warrants (3,963) Transfer of Private Placement Warrants out of Level 2 to Level 3 20,461 Change in fair value of Private Placement Warrants (20,239) Balance as of December 31, 2022 $ 7,977 Total Level 3 Financial Liabilities Balance as of December 31, 2020 $ 53,639 Change in fair value of payment-dependent notes payable 29,364 Settlement of payment-dependent notes payable (62,637) Change in fair value of warrant liability 6,064 Payment-dependent notes payable transferred out of Level 3 to Level 1 (5,133) Balance as of December 31, 2021 $ 21,297 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2022 2021 Prepaid insurance $ 3,250 $ 414 Prepaid software 1,406 791 Other prepaid expenses 1,546 1,957 Other current assets 2,172 1,986 Prepaid expenses and other current assets $ 8,374 $ 5,148 |
Property and Equipment, Net | The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements The shorter of remaining lease term or estimated useful life Property and equipment, net consisted of the following (in thousands): As of December 31, 2022 2021 Computer equipment $ 66 $ 336 Furniture and fixtures 426 621 Leasehold improvements 387 320 Total property and equipment $ 879 $ 1,277 Less: accumulated depreciation (520) (780) Property and equipment, net $ 359 $ 497 |
Capitalized Internal-Use Software, Net | Capitalized internal-use software consists of the following (in thousands): As of December 31, 2022 2021 Capitalized internal-use software $ 9,605 $ 2,860 Less: Accumulated amortization (1,965) (169) Total capitalized internal-use software $ 7,640 $ 2,691 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2022 2021 Accrued professional services $ 1,299 $ 1,798 Accrued payments related to acquisitions and financing — 1,134 Accrued taxes and deferred tax liabilities 1,006 1,421 Common stock unvested liability 589 786 Other current liabilities 3,522 3,204 Total $ 6,416 $ 8,343 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 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 (in thousands): As of December 31, 2022 Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 1.8 years $ 13,200 $ (8,035) $ 5,165 Customer relationships 6.1 years $ 7,507 $ (2,677) $ 4,830 Trade name 0.0 years $ 320 $ (320) $ — Launched IPR&D assets 3.7 years $ 960 $ (240) $ 720 Total finite-lived intangible assets $ 21,987 $ (11,272) $ 10,715 Indefinite-lived intangible assets: Trade name - website domain Indefinite $ 2,224 $ — $ 2,224 Total infinite-lived intangible assets $ 2,224 $ — $ 2,224 Total intangible assets $ 24,211 $ (11,272) $ 12,939 As of December 31, 2021 Weighted Average Remaining Amortization Period 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 Indefinite $ 2,202 $ — $ 2,202 Total infinite-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 (in thousands): As of December 31, 2022 Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 1.8 years $ 13,200 $ (8,035) $ 5,165 Customer relationships 6.1 years $ 7,507 $ (2,677) $ 4,830 Trade name 0.0 years $ 320 $ (320) $ — Launched IPR&D assets 3.7 years $ 960 $ (240) $ 720 Total finite-lived intangible assets $ 21,987 $ (11,272) $ 10,715 Indefinite-lived intangible assets: Trade name - website domain Indefinite $ 2,224 $ — $ 2,224 Total infinite-lived intangible assets $ 2,224 $ — $ 2,224 Total intangible assets $ 24,211 $ (11,272) $ 12,939 As of December 31, 2021 Weighted Average Remaining Amortization Period 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 Indefinite $ 2,202 $ — $ 2,202 Total infinite-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 December 31, 2022 (in thousands): Amount 2023 $ 3,968 2024 $ 3,462 2025 $ 802 2026 $ 754 2027 $ 610 Thereafter $ 1,119 Total $ 10,715 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | The table below presents additional information related to the Company’s operating leases (in thousands): As of December 31, 2022 2021 Operating lease right-of-use assets $ 5,706 $ 7,881 Operating lease liabilities, current $ 3,896 $ 5,367 Operating lease liabilities, noncurrent $ 3,541 $ 5,159 Weighted-average remaining lease term (in years) 2.6 2.2 Weighted-average discount rate 6.0 % 4.9 % |
Future Undiscounted Lease Payments | Future undiscounted lease payments under operating leases as of December 31, 2022 were as follows (in thousands) : Lease Payment Obligation Sublease Income Net Lease Obligation 2023 $ 4,220 $ (768) $ 3,452 2024 2,134 (360) 1,774 2025 1,619 (210) 1,409 2026 — — — 2027 — — — Total undiscounted lease payments $ 7,973 $ (1,338) $ 6,635 Less: imputed interest (536) Present value of future lease payments $ 7,437 Less: operating lease liabilities, current $ 3,896 Operating lease liabilities, noncurrent $ 3,541 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Non-Cancelable Purchase Obligations | As of December 31, 2022, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer, including operating lease obligations of $7.4 million in operating lease liabilities current and noncurrent on the consolidated balance sheets , as follows: Amount 2023 $ 6,919 2024 4,081 2025 3,612 2026 2,203 2027 1,253 Thereafter — Total $ 18,068 |
Capitalization (Tables)
Capitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Capitalization [Abstract] | |
Schedule of 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 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Schedule of Warrants Outstanding | As of December 31, 2022, the following warrants were outstanding: Warrant Type Shares Exercise Price per Share Private Placement Warrants 7,386,667 $ 11.50 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 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: As of December 31, 2022 2021 Conversion of convertible preferred stock — 86,815,192 Warrants to purchase convertible preferred stock — 3,540,546 Warrants to purchase common stock 3,282,652 233,891 Shares available for grant under 2018 Plan — 1,133,920 Stock options issued and outstanding under 2018 Plan 12,853,072 15,712,433 Shares available for grant under 2022 Plan (1) 4,804,751 — RSUs issued and outstanding under 2022 Plan 10,884,476 Shares available for grant under 2022 ESPP 4,072,000 Outstanding Private Placement Warrants 7,386,667 — Total shares of common stock reserved 43,283,618 107,435,982 |
Schedule of Stock Option Activity | Stock option activity during the year ended December 31, 2022 consisted of the following (in thousands, except for share and per share data): Stock Options Weighted Average Exercise Price Weighted- Average Life (Years) Aggregate Intrinsic Value Balance as of December 31, 2021 5,031,310 $ 6.85 9.2 $ 120,491 Retroactive application of recapitalization 10,681,124 $ (4.66) Balance as of December 31, 2021 15,712,434 $ 2.19 9.2 $ 120,491 Exercised (1,227,310) $ 0.88 Cancelled/Forfeited/Expired (1,632,052) $ 1.67 Balance as of December 31, 2022 12,853,072 $ 2.39 7.0 $ 7,055 Vested and exercisable as of December 31, 2022 6,439,984 $ 1.67 5.8 $ 5,485 |
Schedule of Valuation Assumptions Using Black-Scholes | The Black-Scholes assumptions used to value the employee options at the grant dates are as follows: 2021 2020 Fair value of common stock $2.82 – $6.82 $1.09 – $2.11 Expected term (years) 5.1 – 7.0 5.0 – 6.2 Expected volatility 40.0% – 41.4% 37.0% – 41.7% Risk-free interest rate 0.7% – 1.3% 0.3% – 0.8% Expected dividend yield —% —% 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 % |
Schedule of RSA Activity | Number of shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 898,426 $ 0.60 Retroactive application of recapitalization 12,429 $ (0.03) Unvested as of December 31, 2021 910,855 $ 0.57 Vested (910,855) $ 0.57 Unvested as of December 31, 2022 — $ — |
Schedule of RSU Activity | RSU activity during the year ended December 31, 2022 was as follows: RSUs Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2021 — $ — Granted 11,521,853 $ 10.82 Vested (1) (445,503) $ 18.82 Forfeited (498,037) $ 20.24 Unvested as of December 31, 2022 10,578,313 $ 10.04 (1) Common stock has not been issued in connection with 306,163 vested RSUs because such RSUs were unsettled as of December 31, 2022. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of the loss before income taxes were as follows: Year Ended December 31, 2022 2021 2020 Domestic $ (111,339) $ (16,496) $ (9,554) Foreign (239) (1,617) (961) Total loss before provision for income taxes $ (111,578) $ (18,113) $ (10,515) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes were as follows: Year Ended December 31, 2022 2021 2020 Current Federal $ — $ — $ (818) State 231 50 15 Foreign — — — Total Current $ 231 $ 50 $ (803) Deferred: Federal $ 92 $ 264 $ — State 4 72 — Foreign — — — Total Deferred $ 96 $ 336 $ — Total Provision for income taxes $ 327 $ 386 $ (803) |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the statutory federal income tax to the Company's effective tax: Year Ended December 31, 2022 2021 2020 Tax provision (benefit) at U.S. statutory rate $ (23,431) 21.0 % $ (3,804) 21.0 % $ (2,209) 21.0 % State income taxes (739) 0.6 % (409) 2.3 % (127) 1.2 % Foreign taxes in excess of the U.S. statutory rate 10 — 74 (0.4) % 202 (1.9) % Change of valuation allowance 11,394 (10.2) % 2,397 (13.2) % 525 (5.0) % Change in fair value 4,166 (3.7) % 1,275 (7.1) % — — Share based compensation 8,804 (7.9) % 1,548 (8.6) % 779 (7.4) % Attribute carryback — — — — (203) 1.9 % Tax credits (3,615) 3.2 % (862) 4.8 % — — Section 162(m) limitation 3,693 (3.3) % — — — — Other 45 — % 167 (0.9) % 230 (2.2) % Tax Expense $ 327 (0.3) % $ 386 (2.1) % $ (803) 7.6 % |
Schedule of Net Deferred Tax Liabilities | Significant components for the Company's net deferred tax liabilities included in accrued expenses and other current liabilities in the consolidated balance sheets are as follows: Year Ended December 31, 2022 2021 Deferred Tax Assets Accrued compensation $ 2,087 $ 3,074 Operating lease liability 1,822 2,829 Share-based compensation 6,033 804 Net operating loss carryforwards 10,877 11,187 Allowance for bad debt 223 413 Interest expense limitation — 19 Tax credits 3,615 862 Section 174 capitalization 5,705 — Other (32) 62 Total deferred tax assets $ 30,330 $ 19,250 Valuation allowance (26,002) (14,436) Net Deferred Tax Assets $ 4,328 $ 4,814 Deferred tax liabilities Depreciation and amortization $ (3,392) $ (3,089) Operating lease assets (1,454) (2,148) Total deferred tax assets (liabilities) $ (4,846) $ (5,237) Net deferred tax liabilities $ (518) $ (423) |
Schedule of Unrecognized Tax Benefits | Changes in our unrecognized tax benefits are summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 427 $ 43 $ 34 Additions for current year items 842 115 9 Additions for prior year items 360 269 — Reductions for prior year items — — — Lapse of statute of limitations — — — Ending Balance $ 1,629 $ 427 $ 43 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 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 per share attributable to common stockholders for the periods presented (in thousands, except for share and per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to Forge Global Holdings, Inc., basic $ (111,859) $ (18,499) $ (9,712) Less: Mark to market gain for Junior Preferred Stock warrants $ (3,924) $ — $ — Net loss attributable to common stockholders, diluted $ (115,783) $ (18,499) $ (9,712) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic 143,839,981 54,295,304 37,308,450 Dilutive effect of common share equivalents 1,173,365 — — Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted 145,013,346 54,295,304 37,308,450 Net loss per share attributed to common stockholders: Basic $ (0.78) $ (0.34) $ (0.26) Diluted $ (0.80) $ (0.34) $ (0.26) |
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: Year Ended December 31, 2022 2021 2020 Convertible notes — — 5,355,092 Convertible preferred stock — 73,914,150 49,084,184 Outstanding options 12,853,072 15,712,437 10,021,682 Common stock and preferred stock warrants 3,282,652 3,774,436 3,774,436 Private Placement Warrants issued upon Merger 7,386,667 — — Common stock subject to repurchase 1,064,323 11,400,806 9,631,906 Restricted stock units 10,884,476 — — Total 35,471,190 104,801,829 77,867,300 |
Organization and Description _2
Organization and Description of Business (Details) $ in Millions | 13 Months Ended | ||
Sep. 07, 2022 USD ($) | Sep. 30, 2022 USD ($) | Mar. 21, 2022 | |
Variable Interest Entity [Line Items] | |||
Exchange ratio | 3.122931 | ||
Forge Europe | |||
Variable Interest Entity [Line Items] | |||
Cash consideration | $ 4.6 | ||
Forge Europe | Forge Global Holdings, Inc. and Deutsche Börse Aktiengesellschaft | |||
Variable Interest Entity [Line Items] | |||
Cash consideration | $ 14.1 | 14.1 | |
Forge Europe | Deutsche Börse Aktiengesellschaft | |||
Variable Interest Entity [Line Items] | |||
Cash consideration | $ 9.5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and fixtures | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 21, 2022 | |
Accounting Policies [Line Items] | ||||
Total revenues | $ 69,383,000 | $ 128,056,000 | $ 51,644,000 | |
Allowance for doubtful accounts | 900,000 | 500,000 | ||
Goodwill impairment | 0 | 0 | 0 | |
Deferred offering costs | 5,900,000 | $ 7,900,000 | ||
Contract liabilities | 400,000 | 400,000 | ||
Revenue recognized | 400,000 | |||
Advertising costs | $ 3,300,000 | 2,900,000 | 300,000 | |
Software | ||||
Accounting Policies [Line Items] | ||||
Useful life | 3 years | |||
Non-US | ||||
Accounting Policies [Line Items] | ||||
Total revenues | $ 6,900,000 | $ 20,000,000 | $ 5,800,000 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 21, 2022 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Recapitalization [Line Items] | ||||
Shares acquired percentage | 100% | |||
Proceeds from reverse recapitalization | $ 216,400 | |||
Proceeds from the Merger | 7,900 | $ 7,865 | $ 0 | $ 0 |
Purchase price | 208,500 | 0 | 0 | |
Payments of reverse recapitalization transaction costs | 61,800 | |||
Adjustments to stock issuance costs | 58,673 | |||
Transaction expenses related to the Merger | 3,100 | |||
Settlement of related party promissory notes | 5,500 | $ 5,517 | $ 0 | $ 0 |
One time transaction bonus | 17,700 | |||
Portion paid in cash | $ 12,200 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares issued (in shares) | shares | 210,302 | |||
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 | |||
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 Warrant | ||||
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 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy for Assets and Liabilities on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | $ 5 | $ 1,153 |
Payment-dependent notes receivable, noncurrent | 7,371 | 13,453 |
Payment-dependent notes payable, current | 5 | 1,153 |
Payment-dependent notes payable, noncurrent | 7,371 | 13,453 |
Warrant liabilities | 606 | 7,844 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 5 | 1,153 |
Payment-dependent notes receivable, noncurrent | 7,371 | 13,453 |
Total financial assets | 156,515 | 38,846 |
Payment-dependent notes payable, current | 5 | 1,153 |
Payment-dependent notes payable, noncurrent | 7,371 | 13,453 |
Warrant liabilities | 7,844 | |
Total financial liabilities | 7,982 | 22,450 |
Fair Value, Recurring | Legacy Forge warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 384 | |
Fair Value, Recurring | Private placement warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 222 | |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 149,139 | 24,240 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 5 | 1,153 |
Payment-dependent notes receivable, noncurrent | 0 | 0 |
Total financial assets | 149,144 | 25,393 |
Payment-dependent notes payable, current | 5 | 1,153 |
Payment-dependent notes payable, noncurrent | 0 | 0 |
Warrant liabilities | 0 | |
Total financial liabilities | 5 | 1,153 |
Fair Value, Recurring | Level 1 | Legacy Forge warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | |
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 | 149,139 | 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 | 0 | 0 |
Fair Value, Recurring | Level 2 | Legacy Forge warrant liabilities | ||
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 | 0 | |
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 | 7,371 | 13,453 |
Total financial assets | 7,371 | 13,453 |
Payment-dependent notes payable, current | 0 | 0 |
Payment-dependent notes payable, noncurrent | 7,371 | 13,453 |
Warrant liabilities | 7,844 | |
Total financial liabilities | 7,977 | 21,297 |
Fair Value, Recurring | Level 3 | Legacy Forge warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 384 | |
Fair Value, Recurring | Level 3 | Private placement warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 222 | |
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 - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value of warrant liabilities | $ (19,836) | $ 6,064 | $ 292 |
Warrant | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value | (6,064) | ||
Series B-1 | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value of warrant liabilities | 100 | 2,600 | 100 |
Series B-1 | Warrant | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value | (106) | ||
Junior | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value of warrant liabilities | 4,000 | 3,500 | $ 200 |
Junior | Warrant | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value | $ 3,963 | $ 5,133 | |
Private placement warrants | Warrant price per share | Binomial Lattice Model | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Warrants measurement input | $ / shares | 1.73 | ||
Private placement warrants | Risk-free interest rate | Binomial Lattice Model | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Warrants measurement input | $ / shares | 0.041 | ||
Private placement warrants | Expected volatility | Binomial Lattice Model | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Warrants measurement input | $ / shares | 0.446 | ||
Private placement warrants | Expected dividend yield | Binomial Lattice Model | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Warrants measurement input | 0 | ||
Private placement warrants | Warrant | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Change in fair value | $ (20,239) |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation of Warrants (Details) - Legacy Forge warrant liabilities - Monte Carlo Model | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair value of underlying securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.73 | 30.80 |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.9 | |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.461 | |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.042 | |
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 | 0.15 | |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 13,453 | $ 51,859 |
Transfers out of Level 3 to Level 1 | (5,472) | |
Ending balance | 7,371 | 13,453 |
Notes Receivable | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Change in fair value | $ (6,082) | 29,364 |
Settlements | (62,637) | |
Short-Term Investments | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Acquisition | 362 | |
Change in fair value | $ (23) |
Fair Value Measurements - Payme
Fair Value Measurements - Payment-Dependent Notes Payable Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 21,297 | $ 53,639 |
Ending balance | 7,977 | 21,297 |
Notes Payable, Other Payables | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | (6,082) | 29,364 |
Settlements | (62,637) | |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | 6,064 | |
Series B-1 | Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | 106 | |
Settlements | (2,950) | |
Junior | Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | (3,963) | $ (5,133) |
Exercise of Junior Preferred Stock Warrants | (653) | |
Private placement warrants | Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | 20,239 | |
Transfers out of Level 2 to Level 3 | $ 20,461 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Regulated Operations [Abstract] | ||
Prepaid insurance | $ 3,250 | $ 414 |
Prepaid software | 1,406 | 791 |
Other prepaid expenses | 1,546 | 1,957 |
Other current assets | 2,172 | 1,986 |
Prepaid expenses and other current assets | $ 8,374 | $ 5,148 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Public Utility, Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 879 | $ 1,277 | |
Less: accumulated depreciation | (520) | (780) | |
Property and equipment, net | 359 | 497 | |
Depreciation expense | 200 | 400 | $ 200 |
Loss on impairment of long lived assets | 446 | 0 | $ 0 |
Computer equipment | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 66 | 336 | |
Furniture and fixtures | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 426 | 621 | |
Leasehold improvements | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 387 | $ 320 | |
Leasehold Improvements and Furniture and Fixtures | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Loss on impairment of long lived assets | $ 200 |
Condensed Consolidated Balanc_5
Condensed Consolidated Balance Sheet Components - Capitalized Internal-Use Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Regulated Operations [Abstract] | |||
Capitalized internal-use software | $ 9,605 | $ 2,860 | |
Less: Accumulated amortization | (1,965) | (169) | |
Total capitalized internal-use software | 7,640 | 2,691 | |
Capitalized internal-use software amortization expense | $ 1,800 | $ 200 | $ 100 |
Condensed Consolidated Balanc_6
Condensed Consolidated Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Regulated Operations [Abstract] | ||
Accrued professional services | $ 1,299 | $ 1,798 |
Accrued payments related to acquisitions and financing | 0 | 1,134 |
Accrued taxes and deferred tax liabilities | 1,006 | 1,421 |
Common stock unvested liability | 589 | 786 |
Other current liabilities | 3,522 | 3,204 |
Total | $ 6,416 | $ 8,343 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | 13 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Payments to acquire intangible assets | $ 118,000 | $ 2,202,000 | $ 0 | |
Goodwill period changes | 0 | |||
Amortization expense | $ 4,000,000 | $ 4,800,000 | $ 2,200,000 | |
Launched IPR&D assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 21,987 | $ 21,890 |
Accumulated Amortization | (11,272) | (7,266) |
Net Carrying Amount | 10,715 | 14,624 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Trade name - website domain | 2,224 | 2,202 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross Carrying Amount | 24,211 | 24,092 |
Accumulated Amortization | (11,272) | (7,266) |
Net Carrying Amount | 12,939 | 16,826 |
Trade name | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trade name - website domain | $ 2,224 | $ 2,202 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 1 year 9 months 18 days | 3 years |
Gross Carrying Amount | $ 13,200 | $ 13,200 |
Accumulated Amortization | (8,035) | (5,250) |
Net Carrying Amount | 5,165 | 7,950 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (8,035) | $ (5,250) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 6 years 1 month 6 days | 7 years |
Gross Carrying Amount | $ 7,507 | $ 7,410 |
Accumulated Amortization | (2,677) | (1,696) |
Net Carrying Amount | 4,830 | 5,714 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (2,677) | $ (1,696) |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 0 years | 0 years |
Gross Carrying Amount | $ 320 | $ 320 |
Accumulated Amortization | (320) | (320) |
Net Carrying Amount | 0 | 0 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (320) | $ (320) |
Launched IPR&D assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 3 years 8 months 12 days | 5 years |
Gross Carrying Amount | $ 960 | $ 960 |
Accumulated Amortization | (240) | 0 |
Net Carrying Amount | 720 | 960 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (240) | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 3,968 | |
2024 | 3,462 | |
2025 | 802 | |
2026 | 754 | |
2027 | 610 | |
Thereafter | 1,119 | |
Net Carrying Amount | $ 10,715 | $ 14,624 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
May 31, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | |
2019 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ 3.9760 | |||
Warrant liability reclassified to additional paid-in capital upon exercise of Public Warrants | $ 0.1 | |||
2019 Convertible Notes | Series B-1 | ||||
Debt Instrument [Line Items] | ||||
Shares issued of convertible preferred stock (in shares) | 27,947 | |||
2020 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Warrant liability reclassified to additional paid-in capital upon exercise of Public Warrants | $ 9 | |||
Repayment of convertible debt | $ 1.8 | |||
2020 Loan and Security Agreement | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Term loan amount | $ 15 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | |||
Renewal term (in years) | 3 years | ||
Operating lease expense | $ 4.1 | $ 2.9 | $ 1.6 |
Variable payments | 1 | 0.7 | 0.6 |
Sublease income | 0.7 | $ 0.2 | $ 0 |
Loss on impairment of long lived assets | $ 0.3 | ||
Minimum | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term (in years) | 1 month 6 days | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term (in years) | 3 years |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 5,706 | $ 7,881 |
Operating lease liabilities, current | 3,896 | 5,367 |
Operating lease liabilities, noncurrent | $ 3,541 | $ 5,159 |
Weighted-average remaining lease term (in years) | 2 years 7 months 6 days | 2 years 2 months 12 days |
Weighted-average discount rate | 6% | 4.90% |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Payment Obligation | ||
2023 | $ 4,220 | |
2024 | 2,134 | |
2025 | 1,619 | |
2026 | 0 | |
2027 | 0 | |
Total undiscounted lease payments | 7,973 | |
Less: imputed interest | (536) | |
Present value of future lease payments | 7,437 | |
Operating lease liabilities, current | 3,896 | $ 5,367 |
Operating lease liabilities, noncurrent | 3,541 | $ 5,159 |
Sublease Income | ||
2023 | (768) | |
2024 | (360) | |
2025 | (210) | |
2026 | 0 | |
2027 | 0 | |
Total undiscounted lease payments | (1,338) | |
Net Lease Obligation | ||
2023 | 3,452 | |
2024 | 1,774 | |
2025 | 1,409 | |
2026 | 0 | |
2027 | 0 | |
Total undiscounted lease payments | $ 6,635 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Proceeding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Provision for loss contingency | $ 0 | |
Escrow receivable | $ 1,600,000 | $ 1,600,000 |
Commitments and Contingencies_2
Commitments and Contingencies - 401K (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Employer matching contribution, percent of match | 2% | ||
Employer matching contribution amount | $ 5,800 | ||
Contributions | $ 1,000,000 | $ 500,000 | $ 100,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Non-Cancelable Purchase Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 6,919 |
2024 | 4,081 |
2025 | 3,612 |
2026 | 2,203 |
2027 | 1,253 |
Thereafter | 0 |
Total | $ 18,068 |
Off Balance Sheet Items (Detail
Off Balance Sheet Items (Details) - Affiliated Entity - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Insurance Fund Expense | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 0.2 | $ 0.3 | $ 1.1 |
Management Expense | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | 0.1 | 0.4 | 0.3 |
Audit Fees | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 0.9 | $ 0.8 | $ 0.4 |
Capitalization - Convertible Pr
Capitalization - Convertible Preferred Stock (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | May 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||
Number of Shares Authorized (in shares) | 0 | 86,815,192 | ||||
Number of Shares Outstanding (in shares) | 0 | 73,914,149 | 49,084,185 | 27,160,848 | ||
Carrying Value Net of Issuance Costs | $ 0 | $ 246,056,000 | $ 156,848,000 | $ 84,998,000 | ||
Aggregate Liquidation Preference | $ 0 | $ 271,845,000 | ||||
Series AA | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 0.9867 | |||||
Number of Shares Authorized (in shares) | 3,482,030 | |||||
Number of Shares Outstanding (in shares) | 3,482,030 | |||||
Carrying Value Net of Issuance Costs | $ 3,435,000 | |||||
Aggregate Liquidation Preference | $ 3,435,000 | |||||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.4132 | |||||
Number of Shares Authorized (in shares) | 20,660,715 | |||||
Number of Shares Outstanding (in shares) | 20,660,715 | |||||
Carrying Value Net of Issuance Costs | $ 70,045,000 | |||||
Aggregate 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 | $ 3.9760 | ||
Number of Shares Authorized (in shares) | 49,809,148 | |||||
Number of Shares Outstanding (in shares) | 42,133,496 | |||||
Carrying Value Net of Issuance Costs | $ 150,553,000 | |||||
Aggregate Liquidation Preference | $ 167,523,000 | |||||
Series B-2 | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.9760 | |||||
Number of Shares Authorized (in shares) | 2,515,083 | |||||
Number of Shares Outstanding (in shares) | 412,623 | |||||
Carrying Value Net of Issuance Costs | $ 1,640,000 | |||||
Aggregate Liquidation Preference | $ 1,640,000 | |||||
Junior | ||||||
Temporary Equity [Line Items] | ||||||
Original Issuance Price (in dollars per share) | $ 3.9760 | |||||
Number of Shares Authorized (in shares) | 10,348,216 | |||||
Number of Shares Outstanding (in shares) | 7,225,285 | |||||
Carrying Value Net of Issuance Costs | $ 20,383,000 | |||||
Aggregate Liquidation Preference | $ 28,728,000 |
Capitalization - Additional Inf
Capitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 21, 2022 USD ($) vote $ / shares shares | Mar. 20, 2022 class shares | Apr. 30, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) member shares vote $ / shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 shares | |
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding (in shares) | 0 | 73,914,149 | 49,084,185 | 27,160,848 | |||
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) | 172,560,916 | 63,090,701 | |||||
Common stock, shares outstanding (in shares) | 172,560,916 | 63,090,701 | |||||
Preferred stock, shares issued (in shares) | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||
Settlement of related party promissory notes | $ | $ 5,500 | $ 5,517 | $ 0 | $ 0 | |||
Unvested shares amount | $ | $ 1,300 | ||||||
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] | |||||||
Common stock, conversion ratio into another class of common stock | 1 | 1 | |||||
Number of votes per share | vote | 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] | |||||||
Common stock, conversion ratio into another class of common stock | 1 | 1 | |||||
Number of votes per share | vote | 1 | ||||||
Conversion ratio into shares of preferred stock | 1 | ||||||
Class EE-2 Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, conversion ratio into another class of common stock | 1 | 1 | |||||
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 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jul. 11, 2022 | Nov. 30, 2020 | Oct. 31, 2020 | May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 21, 2022 | |
Class of Warrant or Right [Line Items] | ||||||||
Warrant liabilities | $ 606 | $ 7,844 | ||||||
Change in fair value of warrant liabilities | (19,836) | 6,064 | $ 292 | |||||
Issuance of common stock upon exercise of Junior Preferred Stock Warrants | $ 653 | |||||||
Issuance of common stock upon exercise of Public Warrants (in shares) | 1,994,790 | |||||||
Proceeds from exercise of Public Warrants | $ 22,940 | 0 | 0 | |||||
Payments for redemption of Public Warrants | 165 | $ 0 | $ 0 | |||||
Additional Paid-In Capital | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant liabilities | $ 700 | |||||||
Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Issuance of common stock upon exercise of Junior Preferred Stock Warrants (in shares) | 123,379 | |||||||
Issuance of common stock upon exercise of Public Warrants (in shares) | 1,994,790 | |||||||
Additional Paid-In Capital | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Issuance of common stock upon exercise of Junior Preferred Stock Warrants | $ 653 | |||||||
Medium-term Notes | 2020 Loan and Security Agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Term loan amount | $ 15,000 | |||||||
Series B-1 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Share price (in dollars per share) | $ 3.9760 | $ 3.9760 | $ 3.9760 | $ 3.9760 | ||||
Series B-1 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Change in fair value of warrant liabilities | 100 | $ 2,600 | $ 100 | |||||
October 2020 Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant liabilities | $ 3,500 | |||||||
Warrant contractual term | 10 years | |||||||
Junior | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant contractual term | 5 years | |||||||
Change in fair value of warrant liabilities | $ 4,000 | $ 3,500 | $ 200 | |||||
Class of warrant outstanding (in shares) | 3,122,931 | |||||||
Exercise price of warrants (in dollars per share) | $ 3.9760 | |||||||
Exercise price of warrants or rights extended value cap | $ 5,000 | |||||||
Fixed monetary amount | $ 5,000 | |||||||
Number of securities called by warrants (in shares) | 491,785 | |||||||
Private placement warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant term | 5 years | |||||||
Class of warrant outstanding (in shares) | 7,386,667 | 0 | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||||
Public Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant term | 5 years | |||||||
Class of warrant outstanding (in shares) | 16,471,814 | 4,666,664 | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||||||
Redemption price per warrant (in dollars per share) | $ 0.01 | |||||||
Proceeds from exercise of Public Warrants | $ 22,900 | |||||||
Payments for redemption of Public Warrants | $ 200 | |||||||
Public Warrant | Motive Fund Vehicles Investor | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant outstanding (in shares) | 13,799,940 | |||||||
2020 Convertible Notes Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Percentage of coverage to purchase warrants | 5% | |||||||
Warrant term | 5 years |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) - Private placement warrants - $ / shares | Dec. 31, 2022 | Mar. 21, 2022 | Dec. 31, 2021 |
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 - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 01, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 | Jul. 31, 2021 $ / shares shares | May 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) employee $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | shares | 43,283,618 | 43,283,618 | 43,283,618 | 107,435,982 | |||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0 | $ 2.90 | $ 0.81 | ||||||
Grant date fair value of stock options vested in period | $ 13,000 | $ 4,000 | $ 3,700 | ||||||
Intrinsic value of stock options exercised in period | 5,100 | $ 14,200 | 1,000 | ||||||
Pre-close issuance of common stock for services | 621 | ||||||||
Share-based compensation, unvested stock options | $ 10,100 | $ 10,100 | $ 10,100 | ||||||
Period for recognition | 2 years 1 month 6 days | ||||||||
Number of terminated employees | employee | 5 | ||||||||
Fair value of option (in dollars per share) | $ / shares | $ 2.39 | $ 2.39 | $ 2.39 | $ 2.19 | |||||
Cash proceeds received | $ 600 | $ 600 | $ 600 | $ 800 | |||||
Measurement period, number of consecutive trading days | 20 days | ||||||||
Trading day period | 30 days | ||||||||
Lock-up period | 6 months | ||||||||
Stock price meets or exceeds $12.50 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 12.50 | ||||||||
Vesting tranches acceleration period | 6 months | ||||||||
Stock price meets or exceeds $15.00 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 15 | ||||||||
Vesting tranches acceleration period | 6 months | ||||||||
Class AA Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 4,300 | 100 | |||||||
Additional Paid-In Capital | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Pre-close issuance of common stock for services | $ 621 | ||||||||
2018 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | shares | 0 | 0 | 0 | ||||||
2022 Stock Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | shares | 12,899,504 | 12,899,504 | 12,899,504 | ||||||
Automatic increase period | 10 years | 10 years | 10 years | ||||||
Common Stock | 2022 Stock Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of outstanding stock | 3% | 3% | 3% | ||||||
Employee Stock | 2022 ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | shares | 4,072,000 | 4,072,000 | 4,072,000 | ||||||
Number of shares issued under plan (in shares) | shares | 4,072,000 | 4,072,000 | 4,072,000 | ||||||
Percentage of outstanding stock | 1% | ||||||||
Employee Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Expiration period | 10 years | ||||||||
Share-based compensation expense | $ 17,000 | $ 6,400 | $ 3,600 | ||||||
Expected volatility, minimum | 40% | 37% | |||||||
Expected volatility, maximum | 41.40% | 41.70% | |||||||
Risk-free interest rate, minimum | 0.70% | 0.30% | |||||||
Risk-free interest rate, maximum | 1.30% | 0.80% | |||||||
Accelerated vesting of stock options (in shares) | shares | 251,364 | ||||||||
Expected dividend yield | 0% | 0% | |||||||
Employee Options | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 2.82 | $ 1.09 | |||||||
Expected term (years) | 5 years 1 month 6 days | 5 years | |||||||
Employee Options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 6.82 | $ 2.11 | |||||||
Expected term (years) | 7 years | 6 years 2 months 12 days | |||||||
Modifications | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expected volatility, minimum | 38.40% | ||||||||
Expected volatility, maximum | 48.10% | ||||||||
Risk-free interest rate, minimum | 0.90% | ||||||||
Risk-free interest rate, maximum | 3.60% | ||||||||
Incremental share-based compensation resulting from modification | $ 2,200 | ||||||||
Modifications | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 3.79 | $ 3.79 | $ 3.79 | ||||||
Expected term (years) | 1 year | ||||||||
Modifications | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 17.71 | $ 17.71 | $ 17.71 | ||||||
Expected term (years) | 5 years 6 months | ||||||||
Executive Retention RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 24,300 | ||||||||
Period for recognition | 1 year 2 months 12 days | ||||||||
Share price (in dollars per share) | $ / shares | $ 20.26 | ||||||||
Expected volatility | 35.70% | ||||||||
Risk-free interest rate | 2.80% | ||||||||
Accelerated vesting of stock options (in shares) | shares | 210,987,000 | ||||||||
Future share-based compensation expense | $ 6,400 | $ 6,400 | $ 6,400 | ||||||
Granted (in shares) | shares | 1,859,137 | ||||||||
Cost of equity | 9% | ||||||||
Expected dividend yield | 0% | ||||||||
Executive Retention RSUs | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period (in years) | 4 months 24 days | ||||||||
Executive Retention RSUs | Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period (in years) | 4 months 24 days | ||||||||
Executive Retention RSUs | Share-based Payment Arrangement, Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period (in years) | 1 year 9 months 18 days | ||||||||
Terminated Director Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ (4,400) | ||||||||
Share price (in dollars per share) | $ / shares | $ 1.52 | $ 1.52 | $ 1.52 | ||||||
Expected volatility | 47.30% | ||||||||
Risk-free interest rate | 4.10% | ||||||||
Expected term (years) | 3 years | ||||||||
Incremental share-based compensation resulting from modification | $ 500 | ||||||||
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 | $ 4,600 | $ 6,300 | $ 0 | $ 0 | |||||
Share-based compensation, unvested stock options | $ 800 | $ 800 | $ 800 | ||||||
Shares granted in period (in shares) | shares | 3,122,931 | ||||||||
Shares granted in period, (in dollars per share) | $ / shares | $ 3.9760 | ||||||||
Total proceeds threshold | $ 250,000 | ||||||||
Trading day period | 20 days | ||||||||
Lock up period | 180 days | ||||||||
Fair value of option (in dollars per share) | $ / shares | $ 2.27 | $ 2.27 | $ 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) | shares | 1,040,976 | ||||||||
Aggregate exit proceeds fair market value (in dollars per share) | $ / shares | $ 9.94 | ||||||||
Interest thresholds percentage | 20% | ||||||||
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) | shares | 1,040,976 | ||||||||
Aggregate exit proceeds fair market value (in dollars per share) | $ / shares | $ 14.91 | ||||||||
Interest thresholds percentage | 30% | ||||||||
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) | shares | 1,040,979 | ||||||||
Aggregate exit proceeds fair market value (in dollars per share) | $ / shares | $ 19.88 | ||||||||
Interest thresholds percentage | 35% | ||||||||
Directors Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 1,200 | ||||||||
Share price (in dollars per share) | $ / shares | $ 6.11 | $ 6.11 | $ 6.11 | ||||||
Expected volatility | 40% | ||||||||
Risk-free interest rate | 0.70% | ||||||||
Expected term (years) | 5 years 3 months 18 days | ||||||||
Shares granted in period (in shares) | shares | 499,669 | ||||||||
Shares granted in period, (in dollars per share) | $ / shares | $ 5.43 | ||||||||
Expected dividend yield | |||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant date fair value of stock options vested in period | $ 500 | 900 | 900 | ||||||
Share-based compensation expense | 400 | $ 900 | $ 900 | ||||||
Share-based compensation, unvested stock options | $ 0 | $ 0 | $ 0 | ||||||
Vested (in shares) | shares | 910,855 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved | shares | 306,163 | 306,163 | 306,163 | ||||||
Grant date fair value of stock options vested in period | $ 8,400 | ||||||||
Share-based compensation expense | $ 40,600 | ||||||||
Period for recognition | 2 years 8 months 12 days | ||||||||
Future share-based compensation expense | $ 70,100 | $ 70,100 | $ 70,100 | ||||||
Granted (in shares) | shares | 11,521,853 | ||||||||
Vested (in shares) | shares | 445,503 | ||||||||
Restricted Stock Units (RSUs) | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Restricted Stock Units (RSUs) | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years |
Share-Based Compensation - Comm
Share-Based Compensation - Common Stock Reserved (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Authorized (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) | 12,853,072 | 15,712,434 |
Total shares of common stock reserved | 43,283,618 | 107,435,982 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs issued and outstanding (in shares) | 10,578,313 | 0 |
Total shares of common stock reserved | 306,163 | |
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) | 12,853,072 | 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) | 4,804,751 | 0 |
Total shares of common stock reserved | 12,899,504 | |
2022 Stock Plan | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs issued and outstanding (in shares) | 10,884,476 | |
2022 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 4,072,000 | |
Common Stock and Preferred Stock Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants to purchase stock (in shares) | 3,282,652 | 233,891 |
Private placement warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding warrants (in shares) | 7,386,667 | 0 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Beginning balance (in shares) | 15,712,434 | |
Exercised (in shares) | (1,227,310) | |
Cancelled/Forfeited/Expired (in shares) | (1,632,052) | |
Ending balance (in shares) | 12,853,072 | 15,712,434 |
Vested and exercisable, end of period (in shares) | 6,439,984 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.19 | |
Exercised (in dollars per share) | 0.88 | |
Cancelled/Forfeited/Expired (in dollars per share) | 1.67 | |
Ending balance (in dollars per share) | 2.39 | $ 2.19 |
Vested and exercisable, end of period (in dollars per share) | $ 1.67 | |
Weighted-Averages Life (Years) and Aggregate Intrinsic Value | ||
Weighted- Average Life (Years) | 7 years | 9 years 2 months 12 days |
Weighted-average life, vested and exercisable | 5 years 9 months 18 days | |
Intrinsic value, Beginning | $ 120,491 | |
Intrinsic value, Ending | 7,055 | $ 120,491 |
Aggregate intrinsic value, vested and exercisable | $ 5,485 | |
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- Average Life (Years) | 9 years 2 months 12 days | |
Intrinsic value, Beginning | $ 120,491 | |
Intrinsic value, Ending | $ 120,491 | |
Retroactive application of recapitalization | ||
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) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 40% | 37% | |
Expected volatility, maximum | 41.40% | 41.70% | |
Risk-free interest rate, minimum | 0.70% | 0.30% | |
Risk-free interest rate, maximum | 1.30% | 0.80% | |
Expected dividend yield | 0% | 0% | |
Employee Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ 2.82 | $ 1.09 | |
Expected term (years) | 5 years 1 month 6 days | 5 years | |
Employee Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ 6.82 | $ 2.11 | |
Expected term (years) | 7 years | 6 years 2 months 12 days | |
Directors Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ 6.11 | ||
Expected term (years) | 5 years 3 months 18 days | ||
Expected volatility | 40% | ||
Risk-free interest rate | 0.70% | ||
Expected dividend yield |
Share-Based Compensation - RSA
Share-Based Compensation - RSA and RSU Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value Per Share | ||
Total shares of common stock reserved | 43,283,618 | 107,435,982 |
Restricted Stock | ||
Number of shares | ||
Beginning balance, unvested (in shares) | 910,855 | |
Vested (in shares) | (910,855) | |
Ending balance, unvested (in shares) | 0 | |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 0.57 | |
Vested (in dollars per share) | 0.57 | |
Ending balance (in dollars per share) | $ 0 | |
Restricted Stock | Previously Reported | ||
Number of shares | ||
Beginning balance, unvested (in shares) | 898,426 | |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 0.60 | |
Restricted Stock | Retroactive application of recapitalization | ||
Number of shares | ||
Beginning balance, unvested (in shares) | 12,429 | |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ (0.03) | |
Restricted Stock Units (RSUs) | ||
Number of shares | ||
Beginning balance, unvested (in shares) | 0 | |
Granted (in shares) | 11,521,853 | |
Vested (in shares) | (445,503) | |
Forfeited (in shares) | (498,037) | |
Ending balance, unvested (in shares) | 10,578,313 | |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 10.82 | |
Vested (in dollars per share) | 18.82 | |
Forfeited (in dollars per share) | 20.24 | |
Ending balance (in dollars per share) | $ 10.04 | |
Total shares of common stock reserved | 306,163 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (111,339) | $ (16,496) | $ (9,554) |
Foreign | (239) | (1,617) | (961) |
Loss before provision for income taxes | $ (111,578) | $ (18,113) | $ (10,515) |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | $ (818) |
State | 231 | 50 | 15 |
Foreign | 0 | 0 | 0 |
Total Current | 231 | 50 | (803) |
Deferred: | |||
Federal | 92 | 264 | 0 |
State | 4 | 72 | 0 |
Foreign | 0 | 0 | 0 |
Total Deferred | 96 | 336 | 0 |
Total Provision for income taxes | $ 327 | $ 386 | $ (803) |
Income Taxes - Effective Tax Re
Income Taxes - Effective Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | |||
Tax provision (benefit) at U.S. statutory rate | $ (23,431) | $ (3,804) | $ (2,209) |
State income taxes | (739) | (409) | (127) |
Foreign taxes in excess of the U.S. statutory rate | 10 | 74 | 202 |
Change of valuation allowance | 11,394 | 2,397 | 525 |
Change in fair value | 4,166 | 1,275 | 0 |
Share based compensation | 8,804 | 1,548 | 779 |
Attribute carryback | 0 | 0 | (203) |
Tax credits | (3,615) | (862) | 0 |
Section 162(m) limitation | 3,693 | 0 | 0 |
Other | 45 | 167 | 230 |
Total Provision for income taxes | $ 327 | $ 386 | $ (803) |
Percent | |||
Tax provision (benefit) at U.S. statutory rate | 21% | 21% | 21% |
State income taxes | 0.60% | 2.30% | 1.20% |
Foreign taxes in excess of the U.S. statutory rate | 0% | (0.40%) | (1.90%) |
Change of valuation allowance | (10.20%) | (13.20%) | (5.00%) |
Change in fair value | (3.70%) | (7.10%) | 0% |
Share based compensation | (7.90%) | (8.60%) | (7.40%) |
Attribute carryback | 0% | 0% | 1.90% |
Tax credits | 3.20% | 4.80% | 0% |
Section 162(m) limitation | (3.30%) | 0% | 0% |
Other | 0% | (0.90%) | (2.20%) |
Tax Expense | (0.30%) | (2.10%) | 7.60% |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets | ||
Accrued compensation | $ 2,087 | $ 3,074 |
Operating lease liability | 1,822 | 2,829 |
Share-based compensation | 6,033 | 804 |
Net operating loss carryforwards | 10,877 | 11,187 |
Allowance for bad debt | 223 | 413 |
Interest expense limitation | 0 | 19 |
Tax credits | 3,615 | 862 |
Section 174 capitalization | 5,705 | 0 |
Other | (32) | 62 |
Total deferred tax assets | 30,330 | 19,250 |
Valuation allowance | (26,002) | (14,436) |
Net Deferred Tax Assets | 4,328 | 4,814 |
Deferred tax liabilities | ||
Depreciation and amortization | (3,392) | (3,089) |
Operating lease assets | (1,454) | (2,148) |
Total deferred tax assets (liabilities) | (4,846) | (5,237) |
Net deferred tax liabilities | $ (518) | $ (423) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance increase | $ 11.6 | $ 2.2 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 31 | |
Federal net operating loss carryforwards, subject to expiry | 7.4 | |
Tax credit carryforwards | 2.1 | |
Domestic Tax Authority | California Franchise Tax Board | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 38.6 | |
Domestic Tax Authority | Other Applicable State Jurisdictions | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 12.7 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 0.4 | |
Other State Jurisdictions | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 1.5 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 427 | $ 43 | $ 34 |
Additions for current year items | 842 | 115 | 9 |
Additions for prior year items | 360 | 269 | 0 |
Reductions for prior year items | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | 0 |
Ending Balance | $ 1,629 | $ 427 | $ 43 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 class | |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss attributable to Forge Global Holdings, Inc., basic | $ (111,859) | $ (18,499) | $ (9,712) |
Less: Mark to market gain for Junior Preferred Stock warrants | (3,924) | 0 | 0 |
Net loss attributable to common stockholders, diluted | $ (115,783) | $ (18,499) | $ (9,712) |
Denominator: | |||
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 143,839,981 | 54,295,304 | 37,308,450 |
Dilutive effect of common share equivalents (in shares) | 1,173,365 | 0 | 0 |
Dilutive effect of common share equivalents (in shares) | 145,013,346 | 54,295,304 | 37,308,450 |
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders: | |||
Basic (in dollars per share) | $ (0.78) | $ (0.34) | $ (0.26) |
Diluted (in dollars per share) | $ (0.80) | $ (0.34) | $ (0.26) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 35,471,190 | 104,801,829 | 77,867,300 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 5,355,092 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 73,914,150 | 49,084,184 |
Employee Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 12,853,072 | 15,712,437 | 10,021,682 |
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 | 3,282,652 | 3,774,436 | 3,774,436 |
Warrant | Private placement warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 7,386,667 | 0 | 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 | 1,064,323 | 11,400,806 | 9,631,906 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 10,884,476 | 0 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Shares issued (in shares) | 210,302 | ||||
Proceeds from PIPE investment and A&R FPA investors | $ 208,500 | $ 0 | $ 0 | ||
Cash and cash equivalents | $ 193,136 | 193,136 | 74,781 | 40,577 | |
Restricted cash | 1,829 | 1,829 | 1,623 | 1,601 | |
Interest income (expenses), net | 2,681 | (2,307) | (2,405) | ||
Total revenues | 69,383 | 128,056 | 51,644 | ||
Placement fees | |||||
Related Party Transaction [Line Items] | |||||
Total revenues | 40,665 | 107,723 | $ 29,240 | ||
Affiliated Entity | Placement fees | |||||
Related Party Transaction [Line Items] | |||||
Total revenues | 1,200 | ||||
Affiliated Entity | Financial Technology Partners | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses | $ 4,900 | ||||
Affiliated Entity | Financial Technology Partners | Financial Fees | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses | 18,300 | ||||
Affiliated Entity | Financial Technology Partners | Common stock issued | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses | 17,400 | ||||
Affiliated Entity | Financial Technology Partners | Issuance of Public and Private Warrants | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses | 900 | ||||
Affiliated Entity | James Herbert II | |||||
Related Party Transaction [Line Items] | |||||
Shares issued (in shares) | 75,000 | ||||
Proceeds from PIPE investment and A&R FPA investors | $ 800 | ||||
Affiliated Entity | First Republic Bank | |||||
Related Party Transaction [Line Items] | |||||
Cash and cash equivalents | 171,900 | 171,900 | |||
Restricted cash | 800 | $ 800 | |||
Interest income (expenses), net | $ 2,600 | ||||
Affiliated Entity | Temasek Holding | |||||
Related Party Transaction [Line Items] | |||||
Shares issued (in shares) | 1,000,000 | ||||
Proceeds from PIPE investment and A&R FPA investors | $ 10,000 |