Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.0001 per share | |
Trading Symbol | FRGE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 174,039,982 | |
Entity Central Index Key | 0001827821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 175,268 | $ 193,136 |
Restricted cash | 1,643 | 1,829 |
Accounts receivable, net | 3,286 | 3,544 |
Prepaid expenses and other current assets | 5,882 | 8,379 |
Total current assets | 186,079 | 206,888 |
Property and equipment, net | 373 | 359 |
Internal-use software, net | 6,369 | 7,640 |
Goodwill and other intangible assets, net | 132,891 | 133,887 |
Operating lease right-of-use assets | 4,861 | 5,706 |
Payment-dependent notes receivable, noncurrent | 5,830 | 7,371 |
Other assets, noncurrent | 1,926 | 1,878 |
Total assets | 338,329 | 363,729 |
Current liabilities: | ||
Accounts payable | 1,420 | 2,797 |
Accrued compensation and benefits | 6,539 | 13,271 |
Accrued expenses and other current liabilities | 5,884 | 6,421 |
Less: operating lease liabilities, current | 3,352 | 3,896 |
Total current liabilities | 17,195 | 26,385 |
Operating lease liabilities, noncurrent | 3,037 | 3,541 |
Payment-dependent notes payable, noncurrent | 5,830 | 7,371 |
Warrant liabilities | 437 | 606 |
Other liabilities, noncurrent | 366 | 365 |
Total liabilities | 26,865 | 38,268 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 173,808,155 and 172,560,916 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 18 | 18 |
Additional paid-in capital | 516,130 | 509,094 |
Accumulated other comprehensive income | 830 | 693 |
Accumulated deficit | (211,606) | (190,418) |
Total Forge Global Holdings, Inc. stockholders’ equity | 305,372 | 319,387 |
Noncontrolling Interest | 6,092 | 6,074 |
Total stockholders’ equity | 311,464 | 325,461 |
Total liabilities and stockholders’ equity | $ 338,329 | $ 363,729 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 173,808,155 | 172,560,916 | |
Common stock, shares outstanding (in shares) | 173,808,155 | 172,560,916 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 15,479 | $ 20,022 |
Transaction-based expenses: | ||
Transaction-based expenses | (19) | (132) |
Total revenues, less transaction-based expenses | 15,460 | 19,890 |
Operating expenses: | ||
Compensation and benefits | 25,762 | 43,640 |
Professional services | 2,736 | 3,518 |
Acquisition-related transaction costs | 0 | 3,706 |
Advertising and market development | 677 | 1,504 |
Rent and occupancy | 1,326 | 1,566 |
Technology and communications | 3,390 | 2,023 |
General and administrative | 2,748 | 1,602 |
Depreciation and amortization | 1,789 | 1,082 |
Total operating expenses | 38,428 | 58,641 |
Operating loss | (22,968) | (38,751) |
Interest and other income (expenses): | ||
Interest income | 1,509 | 21 |
Change in fair value of warrant liabilities | 168 | (25,959) |
Other income (expenses), net | 215 | 388 |
Total interest income and other income (expenses) | 1,892 | (25,550) |
Loss before provision for income taxes | (21,076) | (64,301) |
Provision for income taxes | 185 | 123 |
Net loss | (21,261) | (64,424) |
Net loss attributable to noncontrolling interest | (73) | 0 |
Net loss attributable to Forge Global Holdings, Inc. | $ (21,188) | $ (64,424) |
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders: | ||
Basic (in dollars per share) | $ (0.12) | $ (0.98) |
Diluted (in dollars per share) | $ (0.12) | $ (0.98) |
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders: | ||
Basic (in shares) | 171,816,522 | 66,007,461 |
Diluted (in shares) | 171,816,522 | 66,007,461 |
Placement fees | ||
Revenues: | ||
Total revenues | $ 4,632 | $ 14,585 |
Custodial administration fees | ||
Revenues: | ||
Total revenues | $ 10,847 | $ 5,437 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (21,261) | $ (64,424) |
Foreign currency translation adjustment | 228 | 0 |
Comprehensive loss | (21,033) | (64,424) |
Less: Comprehensive income attributable to noncontrolling interest | 18 | 0 |
Comprehensive loss attributable to Forge Global Holdings, Inc. | $ (21,051) | $ (64,424) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Common Stock | Common Stock Previously Reported | Common Stock Revision of Prior Period, Adjustment | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Revision of Prior Period, Adjustment | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Noncontrolling Interest | Noncontrolling Interest Previously Reported |
Beginning balance (in shares) at Dec. 31, 2021 | 73,914,149 | 23,668,198 | 50,245,951 | ||||||||||||
Beginning balance at Dec. 31, 2021 | $ 246,056 | $ 246,056 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Conversion of preferred stock to common stock (in shares) | (73,914,149) | ||||||||||||||
Conversion of preferred stock to common stock | $ (246,056) | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2022 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 63,090,701 | 20,269,864 | 43,031,139 | ||||||||||||
Beginning balance at Dec. 31, 2021 | (52,640) | $ (52,640) | $ 5 | $ 5 | $ 25,914 | $ 25,919 | $ (5) | $ (78,559) | $ (78,559) | $ 0 | $ 0 | $ 0 | $ 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) | 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 | |||||||||||||
Settlement of promissory notes | 4,207 | $ 2 | 4,205 | ||||||||||||
Issuance of common stock upon Merger (net of redemptions), including PIPE and A&R FPA investors, net of transaction costs (in shares) | 31,961,047 | ||||||||||||||
Issuance of common stock upon Merger (net of redemptions), including PIPE and A&R FPA investors, net of transaction costs | 140,811 | $ 3 | 140,808 | ||||||||||||
Vesting of early exercised stock options and restricted stock awards | 409 | 409 | |||||||||||||
Share-based compensation expense | 7,948 | 7,948 | |||||||||||||
Net loss | (64,424) | (64,424) | 0 | ||||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 169,223,826 | ||||||||||||||
Ending balance at Mar. 31, 2022 | $ 286,039 | $ 17 | 429,005 | (142,983) | 0 | 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2023 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 172,560,916 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | 325,461 | $ 18 | 509,094 | (190,418) | 693 | 6,074 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 1,464,968 | ||||||||||||||
Tax withholding related to vesting of restricted stock units (in shares) | (326,812) | ||||||||||||||
Tax withholding related to vesting of restricted stock units | (557) | (557) | |||||||||||||
Issuance of common stock upon exercise of vested options (in shares) | 117,215 | ||||||||||||||
Issuance of common stock upon exercise of vested options | 61 | 61 | |||||||||||||
Repurchase of early exercised stock options (in shares) | (8,132) | ||||||||||||||
Vesting of early exercised stock options and restricted stock awards | 131 | 131 | |||||||||||||
Share-based compensation expense | 7,401 | 7,401 | |||||||||||||
Net loss | (21,261) | (21,188) | (73) | ||||||||||||
Foreign currency translation adjustment | 228 | 137 | 91 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 173,808,155 | ||||||||||||||
Ending balance at Mar. 31, 2023 | $ 311,464 | $ 18 | $ 516,130 | $ (211,606) | $ 830 | $ 6,092 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 21, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Adjustments to stock issuance costs | $ 58,700 | $ 58,673 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (21,261) | $ (64,424) |
Adjustments to reconcile net loss to net cash (used in) provided by operations: | ||
Share-based compensation | 7,401 | 8,522 |
Depreciation and amortization | 1,789 | 1,083 |
Transaction expenses related to the Merger | 0 | 3,132 |
Amortization of right-of-use assets | 845 | 1,056 |
Loss on impairment of long lived assets | 536 | 265 |
Allowance for doubtful accounts | 122 | 302 |
Change in fair value of warrant liabilities | (168) | 25,959 |
Settlement of related party promissory notes | 0 | 5,517 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 135 | 2,017 |
Prepaid expenses and other assets | 2,446 | (918) |
Accounts payable | (1,377) | 861 |
Accrued expenses and other liabilities | (403) | (741) |
Accrued compensation and benefits | (6,731) | (11,606) |
Operating lease liabilities | (1,049) | (1,202) |
Net cash used in operating activities | (17,715) | (30,177) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (71) | (11) |
Capitalized internal-use software development costs | 0 | (1,681) |
Net cash used in investing activities | (71) | (1,692) |
Cash flows from financing activities: | ||
Proceeds from the Merger | 0 | 7,865 |
Proceeds from PIPE investment and A&R FPA investors | 0 | 208,000 |
Payments for offering costs | 0 | (56,379) |
Proceeds from exercise of options, including proceeds from repayment of promissory notes | 61 | 105 |
Taxes withheld and paid related to net share settlement of equity awards | (557) | 0 |
Net cash (used in) provided by financing activities | (496) | 159,591 |
Effect of changes in currency exchange rates on cash and cash equivalents | 228 | 0 |
Net (decrease) increase in cash and cash equivalents | (18,054) | 127,722 |
Cash, cash equivalents and restricted cash, beginning of the period | 194,965 | 76,404 |
Cash, cash equivalents and restricted cash, end of the period | 176,911 | 204,126 |
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets | ||
Cash and cash equivalents | 175,268 | 202,502 |
Restricted cash | 1,643 | 1,624 |
Total cash, cash equivalents and restricted cash, end of the period | 176,911 | 204,126 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchases not yet paid | 0 | 95 |
Capitalized internal-use software development costs accrued and not yet paid | 0 | 360 |
Reclassification of deferred offering costs to equity | 0 | 5,923 |
Conversion of preferred stock | 0 | 246,049 |
Conversion of May 2020 and October 2020 preferred stock warrants of Legacy Forge to common stock warrants | 0 | 2,949 |
Non-cash assets acquired in the Merger | 0 | 193 |
Warrants issued in connection with A&R FPA | 0 | 3,080 |
Assumption of merger warrants liability | 0 | 13,983 |
Vesting of early exercised stock options and restricted stock awards | 131 | 409 |
Issuance of common stock upon settlement of related party promissory notes | 0 | 4,207 |
Early exercise of stock options upon settlement of related party promissory notes | 0 | 1,310 |
Deferred offering cost accrued and not yet paid | $ 0 | $ 473 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Forge Global Holdings, Inc. (the “Company” and f/k/a Motive Capital Corp) is a financial services platform headquartered in San Francisco, California. The Company 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 unaudited condensed consolidated financial statements represents the accounts of Legacy Forge and its wholly owned subsidiaries as if Legacy Forge is the predecessor to the Company. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio (the "Exchange Ratio") as established by the Merger Agreement (each outstanding share of Legacy Forge Class A common stock was exchanged for approximately 3.122931 shares of the Company’s common stock, including all shares of Legacy Forge preferred stock, which were converted to shares of Legacy Forge's Class A common stock immediately prior to the Merger). See Note 3, “Recapitalization,” for additional information. Forge Europe GmbH In September 2022, the Company and Deutsche Börse Aktiengesellschaft (“DBAG,” a German company and together with the Company, the “Investors”) formed an entity, 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), is reported as a noncontrolling interest in the unaudited condensed 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 unaudited condensed consolidated statements of changes in stockholders' equity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the normal course of business, the Company has transactions with various investment entities. 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. There have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2022, that have had a material impact on these unaudited condensed consolidated financial statements and related notes. See Note 9, "Off Balance Sheet Items", for additional information. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 and accompanying notes are unaudited. These unaudited interim condensed consolidated financial statements (the " unaudited condensed consolidated financial statements ") have been prepared in accordance with GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022 (the “audited consolidated financial statements”) that was included in the Company’s Annual Report on Form 10-K filed on March 1, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2023 and its condensed consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results expected for the year ending December 31, 2023 or any other future interim or annual periods. 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 unaudited condensed consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2023. 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. 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 March 31, 2023, represent indicators that the Company's 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 March 31, 2023. 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 2022 annual goodwill impairment test resulted in no goodwill impairment. Additionally as of March 31, 2023, 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 March 31, 2023 using the income approach in combination with 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. 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. Accounts Receivable, Net Accounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. The total allowance for doubtful accounts netted against account receivables was $1.0 million and $0.9 million as of March 31, 2023 and December 31, 2022, respectively. Concentration of Credit Risks The Company’s exposure to credit risk associated with its contracts with holders of private company equity (“sellers”) and investors (“buyers”) related to the transfer of private securities is measured on an individual counterparty basis. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company’s exposure is monitored in light of changing counterparty and market conditions. As of March 31, 2023 and December 31, 2022, the Company did not have any material concentrations of credit risk outside the ordinary course of business. As of March 31, 2023 and December 31, 2022, no customers accounted for more than 10% of the Company’s accounts receivable. No customer accounted for more than 10% of total revenue, less transaction-based expenses for the three months ended March 31, 2023 and 2022. Revenue Recognition 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 March 31, 2023 and December 31, 2022. 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 March 31, 2023 and December 31, 2022, respectively, related to advance billings for data subscriptions, recorded in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets . The Company recognized $0.2 million of revenue during the three months ended March 31, 2023 that was included in deferred revenue recorded in accrued expenses and other current liabilities at December 31, 2022. Revenue by Geographic Location For the three months ended March 31, 2023 and 2022, revenue outside of the United States (including U.S. territories), based on customer billing addres s, was $0.9 million, and $3.1 million, respectively. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2023 | |
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 proce eds from the A&R FPA (as defined below). 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 unaudited condensed consolidated statements of operations . The cash outflows related to these costs were presented as financing activities in the Company’s unaudited condensed consolidated statements of cash flows . Deferred offering costs were 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. The transaction bonus was included in compensation and benefits in the unaudited condensed consolidated statements of operations for the three months March 31, 2022. See Note 10, "Capitalization", for additional information. On the Closing Date, each holder of MOTV Class A ordinary stock received one share of the Company’s common stock, par value 0.0001, for each MOTV Class A ordinary share held prior to the Merger, and each holder of MOTV Class B ordinary stock received one share of the Company’s common stock, par value 0.0001, for each MOTV Class B ordinary share held prior to the Merger. See Note 10, "Capitalization" and Note 11, "Warrants" for additional details of the Company’s stockholders’ equity prior to and subsequent to the Merger. All equity awards of Legacy Forge were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s common stock. As a result, each outstanding stock option of Legacy Forge was converted into an option to purchase shares of the Company’s common stock based on the Exchange Ratio and each outstanding warrant of Legacy Forge was converted into a warrant to purchase shares of the Company’s common stock based on the Exchange Ratio. The Merger was accounted for as a reverse recapitalization with Legacy Forge as the accounting acquirer and MOTV as the acquired company for accounting purposes. Legacy Forge was determined to be the accounting acquirer since Legacy Forge's former management makes up the majority of the Company's management team, Legacy Forge’s former management nominated or represents a majority of the Company’s board of directors, and Legacy Forge represents the majority of the continuing operations of the Company. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Legacy Forge and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Forge. Each public and private warrant of MOTV that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s common stock upon exercise of such warrant. PIPE Investment On March 21, 2022, concurrently with the execution of the Merger Agreement, MOTV entered into subscription agreements with certain investors, to which such investors collectively subscribed for an aggregate of 6,850,000 shares of the Company’s common stock at $10.00 per share for aggregate gross proceeds of $68.5 million (the “PIPE Investment”). The PIPE Investment was consummated concurrently with the closing of the Merger. Amended and Restated Forward Purchase Agreement |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 117,280 $ — $ — $ 117,280 Payment-dependent notes receivable, current (1) 2 — — 2 Payment-dependent notes receivable, non-current — — 5,830 5,830 Total financial assets $ 117,282 $ — $ 5,830 $ 123,112 Payment-dependent notes payable, current (2) $ 2 $ — $ — $ 2 Payment-dependent notes payable, non-current — — 5,830 5,830 Legacy Forge warrant liabilities — — 247 247 Private placement warrants — — 190 190 Total financial liabilities $ 2 $ — $ 6,267 $ 6,269 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 (1) 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 (2) $ 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 (1) Included in Prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. (2) Included in Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. 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 consisted of warrants to purchase Series B-1 preferred stock or subsequent round stock (the "Series B-1 Preferred Stock Warrants") and Junior Preferred Stock Warrants (as defined below). 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 through June 30, 2022. Subsequent to June 30, 2022, the Company used a binomial lattice model in a risk-neutral framework to value Legacy Forge warrant liabilities. See Note 11, "Warrants", for additional information. 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 three months ended March 31, 2022, which was recognized as a component of change in fair value of warrant liabilities within the unaudited condensed 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 Legacy Forge warrant liabilities were remeasured at fair value as of March 31, 2023 which resulted in a $0.1 million gain for the three months ended March 31, 2023. The Company estimated the fair value of the Legacy Forge warrant liabilities, as of March 31, 2023 and December 31, 2022, respectively, using the following key assumptions: March 31, December 31, Fair value of underlying securities $ 1.75 $ 1.73 Expected term (years) 2.6 2.9 Expected volatility 40.4% 46.1% Risk-free interest rate 3.9% 4.2% Expected dividend yield 0.0% 0.0% Fair value per warrant $ 0.09 $ 0.15 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 March 31, 2023 and December 31, 2022, respectively, using the following key assumptions: March 31, December 31, Fair value of underlying securities $ 1.75 $ 1.73 Expected term (years) 4.0 4.2 Expected volatility 44.2% 44.6% Risk-free interest rate 3.7% 4.1% Expected dividend yield 0.0% 0.0% Fair value per warrant $ 0.03 $ 0.03 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 three months ended March 31, 2023, and 2022 there were no transfers of securities into or out of Level 3. The following tables provide reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2023 and 2022 (in thousands): Total Level 3 Financial Assets Total Level 3 Financial Liabilities Balance as of December 31, 2022 $ 7,371 $ 7,977 Change in fair value of payment-dependent notes receivable (1,541) — Change in fair value of payment-dependent notes payable — (1,541) Change in fair value of Junior Preferred Stock Warrants — (137) Change in fair value of Private Placement Warrants — (32) Balance as of March 31, 2023 $ 5,830 $ 6,267 Total Level 3 Financial Assets Total Level 3 Financial Liabilities Balance as of December 31, 2021 $ 13,453 $ 21,297 Change in fair value of payment-dependent notes receivable 1,522 — Change in fair value of payment-dependent notes payable — 1,522 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) Balance as of March 31, 2022 $ 14,975 $ 19,975 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Regulated Operations [Abstract] | |
Condensed Consolidated Balance Sheet Components | Condensed Consolidated Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid insurance $ 1,636 $ 3,250 Prepaid software 1,293 1,406 Other prepaid expenses 1,315 1,546 Other current assets 1,638 2,177 Prepaid expenses and other current assets $ 5,882 $ 8,379 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, Computer equipment $ 66 $ 66 Furniture and fixtures 444 426 Leasehold improvements 437 387 Total property and equipment $ 947 $ 879 Less: accumulated depreciation (574) (520) Property and equipment, net $ 373 $ 359 The Company recorded depreciation expense related to property and equipment of less than $0.1 million for each of the three months ended March 31, 2023 and 2022. As of March 31, 2023 and December 31, 2022, long-lived assets located outside of the United States were not material. Internal-Use Software, Net Capitalized internal-use software consists of the following (in thousands): March 31, December 31, Capitalized internal-use software $ 9,063 $ 9,605 Less: Accumulated amortization (2,694) (1,965) Total capitalized internal-use software $ 6,369 $ 7,640 For the three months ended March 31, 2023 and 2022, the Company recorded amortization expense on capitalized internal-use software placed in service of $0.7 million and less than $0.1 million, respectively. For the three months ended March 31, 2023, the Company recorded an impairment loss of $0.5 million, related to the capitalized costs of internally developed software, included in general and administrative expense within the unaudited condensed consolidated statements of operations. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued professional services $ 1,394 $ 1,299 Accrued taxes and deferred tax liabilities 954 1,006 Common stock unvested liability 453 589 Other current liabilities 3,083 3,527 Total $ 5,884 $ 6,421 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net 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 March 31, 2023 , represent indicators that its long-lived assets may be impaired. Accordingly, the Company carried out an interim 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 March 31, 2023 . As a result, no impairment loss was recorded for the long-lived assets. Additionally, as of March 31, 2023 , the Company performed an interim 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 March 31, 2023 using the income approach in combination with 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. The components of intangible assets and accumulated amortization are as follows (in thousands): As of March 31, 2023 Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 1.6 years $ 13,200 $ (8,732) $ 4,468 Customer relationships 5.9 years 7,507 (2,929) 4,578 Trade name 0.0 years 320 (320) — Launched in-process research and development assets 3.5 years 960 (288) 672 Total finite-lived intangible assets $ 21,987 $ (12,269) $ 9,718 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 $ (12,269) $ 11,942 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 in-process research and development 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 Amortization expense related to finite-lived intangible assets for the three months ended March 31, 2023 and 2022 was $1.0 million and $0.9 million, respectively, and was included in depreciation and amortization in the accompanying unaudited condensed consolidated statements of operations . The table below presents estimated future amortization expense for finite-lived intangible assets as of March 31, 2023 (in thousands): Amount Remainder of 2023 $ 2,971 2024 3,462 2025 802 2026 754 2027 610 Thereafter 1,119 Total $ 9,718 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate for office space under operating leases. As of March 31, 2023, the remaining lease terms varied from 0.5 years to 2.8 years. For certain 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 options. Operating lease expense, included in rent and occupancy in the unaudited condensed consolidated statements of operations , for the three months ended March 31, 2023 and 2022 was $0.9 million and $1.1 million, respectively. Variable lease payments for the three months ended March 31, 2023 and 2022 was $0.4 million and immaterial, respectively. Sublease income of $0.2 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively, was included in other income, net in the unaudited condensed consolidated statements of operations . As of March 31, 2023 and December 31, 2022, the weighted-average remaining lease term was 2.4 and 2.6 years, respectively. As of March 31, 2023 and December 31, 2022, the weighted-average discount rate was 6.0%. Future undiscounted lease payments under operating leases as of March 31, 2023 were as follows (in thousands) : Lease Payment Obligation Sublease Income Net Lease Obligation Remainder of 2023 $ 3,070 $ (542) $ 2,528 2024 2,134 (360) 1,774 2025 1,619 (210) 1,409 2026 — — — 2027 — — — Total undiscounted lease payments $ 6,823 $ (1,112) $ 5,711 Less: imputed interest (434) Present value of future lease payments 6,389 Less: operating lease liabilities, current 3,352 Operating lease liabilities, noncurrent $ 3,037 As of March 31, 2023, the Company did not have any additional significant lease contracts that had not yet commenced. During the three months ended March 31, 2022, the Company ceased using one of its leased office spaces and made a decision to sublease this space to a third party. The sublease agreement was signed in April 2022. Based on the terms of the sublease agreement, the Company determined that the right-of-use asset related to this office space is impaired, and recorded an impairment loss of $0.3 million for the three months ended March 31, 2022 in rent and occupancy in the unaudited condensed consolidated statements of operations. There was no impairment loss for leases for the |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 unaudited condensed consolidated balance sheets and expensed in general and administrative expenses in our unaudited condensed 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 Proceedings 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. 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. The Company believes the claims are without merit and intends to defend itself vigorously. 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 o r financial position. No provision for a loss contingency has been recorded as the amount of losses, if any, is n ot estimable as of March 31, 2023. On March 29, 2023, the Company was named as a defendant in a lawsuit brought by an alleged former warrant holder of the Company, in a case captioned Alta Partners, LLC v. Forge Global Holdings, Inc., No. 1:23-cv-2647 in the United States District Court for the Southern District of New York. Plaintiff’s allegations include breaches of the Warrant Agreement dated December 15, 2020, breach of the implied covenant of good faith and fair dealing, and violation of Section 11 of the Securities Act of 1933. Plaintiff’s complaint seeks, among other things, an award of money damages. The Company believes the claims are without merit and intends to defend itself vigorously. The Company is unable to predict the outcome, nor the amount of time and expense that will be required to resolve this action. No provision for a loss contingency has been recorded as the amount of losses, if any, is n ot estimable as of March 31, 2023. As of March 31, 2023 the Company had a receivable of $1.6 million in prepaid expenses and other current assets on the consolidated balance sheets, which it expects to collect from the escrow related to the 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 believes 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 Internal Revenue Code for all of its U.S. employees, including executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service. The Company matches 2% of every dollar contributed to the plan by employees, including executive officers, up to a maximum of $5.8 thousand. During the three months ended March 31, 2023 and 2022, the Company recorded 401(k) contribution expense related to the defined contribution plan of $0.2 million and $0.4 million, respectively, in compensation and benefits in the unaudited condensed 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 March 31, 2023, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer, excluding operating lease obligations (See Note 7, "Leases," for additional information) as follows: Amount Remainder of 2023 $ 4,842 2024 1,947 2025 1,993 2026 2,203 2027 1,253 Thereafter — Total $ 12,238 |
Off Balance Sheet Items
Off Balance Sheet Items | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Off Balance Sheet Items | Off Balance Sheet Items Forge Global Advisors LLC ("Forge Advisors"), a wholly owned subsidiary of the Company and an investment adviser registered under the Investment Advisers Act of 1940, as amended, advises investment funds, each of which are organized as a series of Forge Investments LLC and segregated portfolio companies of Forge Investments SPC and Forge Investments II SPC (such investment funds and portfolio companies individually and collectively referred to as “Investment Funds”). The Investment Funds are each formed for the purpose of investing in securities relating to a single private company and are owned by different investors. Effective January 1, 2023, Forge Advisors serves as the manager of the Forge Investments LLC series Investment Funds. Prior to January 1, 2023, the Forge Investments LLC series Investment Funds were managed by a third-party fund administrator. The Company utilizes a third-party fund administrator to manage the Forge Investments SPC and Forge Investments II SPC Investment Funds. The Company has no ownership interest nor participation in the gains or losses of the Investment Funds. The Company does not consolidate Forge Investments LLC, Forge Investments SPC, Forge Investments II SPC, or any of the Investment Funds, because the Company has no direct or indirect interest in the Investment Funds and the amount of expenses the Company pays on behalf of the Investment Funds are not significant to the entities. Investors in the Investment Funds do not have any recourse to the assets of the Company. While not contractually required, Forge Advisors may, at its sole discretion, absorb certain expenses on behalf of the Investment Funds. Transaction-based expenses include fund insurance and fund management expenses and are recorded in transaction-based expenses in the unaudited condensed consolidated statements of operations. Audit and accounting related services are recorded in professional services in the unaudited condensed consolidated statements of operations. Transaction-based expenses of zero and $0.1 million and professional services expenses of $0.4 million and $0.5 million were recognized in the unaudited condensed consolidated statements of operations during the three months ended March 31, 2023 and 2022 , respectively. 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, "Organization and Description of Business", for additional information. 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 three months ended March 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 unaudited condensed consolidated statements of operations. During the three months ended March 31, 2023 the Company did not have transactions with the related party. James Herbert, II, one of the Company's directors during the three months ended March 31, 2023, 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 resigned from the Company's board of directors in April 2023. 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 three months ended March 31, 2023, the Company did not have transactions with the related party. The Company has entered into client engagement agreements with certain companies to serve as the exclusive transaction agent to help facilitate private purchases of shares of issuers. These companies are identified as related parties as they are holders of the Company’s common stock. The Company recognized placement fee revenue for trades executed with these companies in the unaudited condensed consolidated statements of operations. The associated revenue recognized was $0 million and $0.6 million for the three months ended March 31, 2023 and 2022. |
Capitalization
Capitalization | 3 Months Ended |
Mar. 31, 2023 | |
Capitalization [Abstract] | |
Capitalization | Capitalization Common Stock Prior to the Merger, 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 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 March 31, 2023, the Company had authorized 2,000,000,000 and 100,000,000 shares of common stock and preferred stock respectively, and the Company had 173,808,155 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, "Recapitalization", for additional information) 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 unaudited condensed consolidated balance sheets . The related bonus expense was recorded as compensation and benefits in the unaudited condensed consolidated statements of operations |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
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 a Loan and Security Agreement (the “2020 Loan and Security Agreement”) with another lending institution 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 (See Note 4, "Fair Value Measurements", for additional information). 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 three months ended March 31, 2022 the Company recorded fair value adjustments of $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 unaudited condensed 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 unaudited condensed consolidated balance sheets . The Company remeasures the warrants at each balance sheet date using a hybrid method (See Note 4, "Fair Value Measurements", for additional information). Subsequent to the Merger, the Junior Preferred Stock Warrants were converted into 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. The Company recorded changes in the fair value of the Junior Preferred Stock Warrants, that were converted to warrants to purchase common stock, of $0.1 million as change in fair value of warrant liabilities in the Company's unaudited condensed consolidated statements of operations during the three months ended March 31, 2023. There was no change in fair value of warrant liabilities for the three months ended March 31, 2022. 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. All of the Private Placement Warrants are still outstanding as of March 31, 2023. 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 unaudited condensed 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. 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. Total cash proceeds generated from such exercises were $22.9 million. The change in the fair value of warrant liabilities was recorded through the date of exercise as a change in fair value of warrant liabilities within the unaudited condensed 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 unaudited condensed consolidated balance sheets . 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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, 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. Through March 31, 2023, the Company has authorized 18,076,331 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”). Through March 31, 2023, the Company has authorized the issuance of 5,797,609 shares of common stock under purchase rights granted to the Company's employees or to employees of any of its designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each year, beginning on January 1, 2023 and each January 1 thereafter until the 2022 ESPP terminates according to its terms, by the lesser of (i) 4,072,000 shares of common stock, or (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31. The Company's board of directors may determine that such increase will be less than the amount set forth in (i) and (ii) above. Reserve for Issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: March 31, December 31, Warrants to purchase common stock 3,282,652 3,282,652 Stock options issued and outstanding under 2018 Plan 12,519,275 12,853,072 Shares available for grant under 2022 Plan (1) 10,784,382 4,804,751 RSUs issued and outstanding under 2022 Plan 8,860,092 10,884,476 Shares available for grant under 2022 ESPP 5,797,609 4,072,000 Outstanding Private Placement Warrants 7,386,667 7,386,667 Total shares of common stock reserved 48,630,677 43,283,618 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 three months ended March 31, 2023 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, 2022 12,853,072 $ 2.39 7.0 $ 7,055 Exercised (117,215) 0.52 Cancelled/Forfeited/Expired (216,582) 1.74 Balance as of March 31, 2023 12,519,275 $ 2.42 6.8 $ 6,847 Vested and exercisable as of March 31, 2023 6,649,871 $ 1.72 5.7 $ 5,620 There were no stock options granted during the three months ended March 31, 2023 and 2022. The total grant date fair value of stock options vested during the three months ended March 31, 2023 and 2022 was $1.3 million and $5.7 million, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2023 and 2022 were $0.2 million and $5.9 million, respectively. The Company recorded share-based compensation of $1.6 million and $7.8 million for the three months ended March 31, 2023 and 2022, respectively, related to stock options. In addition, for the three months ended March 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 March 31, 2023, is $9.4 million, which is to be recognized over a weighted-average period of 1.9 years. Performance and Market Condition Options In May 2021, Legacy Forge’s board of directors granted the Chief Executive Officer a performance and market condition-based option covering 3,122,931 shares of Legacy Forge's Class AA common stock with an exercise price of $3.9760 per share. The options are divided into three tranches of 1,040,979 options, 1,040,979 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 for the three months ended March 31, 2022. Total compensation expense recognized for the performance and market condition-based option during the three months ended March 31, 2023 w as $0.3 million . 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 are 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 w as $2.27 per option share estimated using the Monte Carlo simulation methodology. The unrecognized compensation expense was $0.5 million as of March 31, 2023. Early Exercised Options Under the 2018 Plan, certain stock option holders may have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the option holders, until the options are fully vested. As of March 31, 2023 and December 31, 2022, the cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets wer e $0.5 million a nd $0.6 million, respectively, which will be transferred to additional paid-in capital upon vesting. 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 March 31, 2022 and the Company recorded $1.2 million of share-based compensation expense related to the options granted to certain board members. 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 three months ended March 31, 2023 was as follows: RSUs Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 10,578,313 $ 10.04 Vested (1) (1,233,277) $ 19.90 Forfeited (559,416) $ 12.97 Unvested as of March 31, 2023 8,785,620 $ 8.47 (1) Common stock has not been issued in connection w ith 74,472 vested RSUs because such RSUs were unsettled as of March 31, 2023. During the three months ended March 31, 2023 and 2022, the Company recognize d share-based compensation expense of $5.8 million and zero related to all its RSUs, including Executive Retention RSUs , respectively. Future share-based compensation expense for unvested RSUs as of March 31, 2023 was $57.0 million , which is to be recognized over a weighted-average period of 2.5 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. In December 2022, the Company accelerated vesting of 251,364 stock options and 210,987 Executive Retention RSUs of one of its executives in connection with the termination of his employment with the Company. During the three months ended March 31, 2023, 469,010 Executive Retention RSUs were vested. During the three months ended March 31, 2023 and 2022, the Company recognized share-based compensation expe nse of $1.3 million and zero related to the Executive Retention RSUs, respectively. Unrecognized share-based compensation expense for unvested Executive Retention RSUs as of March 31, 2023 was $5.1 million , which is to be recognized over a weighted-average period of 1.0 years |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate from continuing operations was (0.9)% and (0.2)% for the three months ended March 31, 2023 and 2022, respectively. The Company’s full valuation allowance in the United States caused the year-to-date effective tax rate to be different from the U.S. federal statutory tax rate. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss per Share 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 stock options, warrants, and early exercised stock options are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders because the holders of these securities do not have a contractual right to share in the Company's losses, and their effect would be antidilutive. Therefore, the net loss for the three months ended March 31, 2023 and 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): Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to Forge Global Holdings, Inc., basic $ (21,188) $ (64,424) Net loss attributable to common stockholders, diluted $ (21,188) $ (64,424) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic 171,816,522 66,007,461 Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted 171,816,522 66,007,461 Net loss per share attributed to common stockholders: Basic $ (0.12) $ (0.98) Diluted $ (0.12) $ (0.98) The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: March 31, December 31, Outstanding options 12,519,275 12,853,072 Common stock and preferred stock warrants 3,282,652 3,282,652 Private Placement Warrants issued upon Merger 7,386,667 7,386,667 Common stock subject to repurchase 884,677 1,064,323 Restricted stock units 8,785,620 10,884,476 Total 32,858,891 35,471,190 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Off Balance Sheet Items Forge Global Advisors LLC ("Forge Advisors"), a wholly owned subsidiary of the Company and an investment adviser registered under the Investment Advisers Act of 1940, as amended, advises investment funds, each of which are organized as a series of Forge Investments LLC and segregated portfolio companies of Forge Investments SPC and Forge Investments II SPC (such investment funds and portfolio companies individually and collectively referred to as “Investment Funds”). The Investment Funds are each formed for the purpose of investing in securities relating to a single private company and are owned by different investors. Effective January 1, 2023, Forge Advisors serves as the manager of the Forge Investments LLC series Investment Funds. Prior to January 1, 2023, the Forge Investments LLC series Investment Funds were managed by a third-party fund administrator. The Company utilizes a third-party fund administrator to manage the Forge Investments SPC and Forge Investments II SPC Investment Funds. The Company has no ownership interest nor participation in the gains or losses of the Investment Funds. The Company does not consolidate Forge Investments LLC, Forge Investments SPC, Forge Investments II SPC, or any of the Investment Funds, because the Company has no direct or indirect interest in the Investment Funds and the amount of expenses the Company pays on behalf of the Investment Funds are not significant to the entities. Investors in the Investment Funds do not have any recourse to the assets of the Company. While not contractually required, Forge Advisors may, at its sole discretion, absorb certain expenses on behalf of the Investment Funds. Transaction-based expenses include fund insurance and fund management expenses and are recorded in transaction-based expenses in the unaudited condensed consolidated statements of operations. Audit and accounting related services are recorded in professional services in the unaudited condensed consolidated statements of operations. Transaction-based expenses of zero and $0.1 million and professional services expenses of $0.4 million and $0.5 million were recognized in the unaudited condensed consolidated statements of operations during the three months ended March 31, 2023 and 2022 , respectively. 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, "Organization and Description of Business", for additional information. 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 three months ended March 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 unaudited condensed consolidated statements of operations. During the three months ended March 31, 2023 the Company did not have transactions with the related party. James Herbert, II, one of the Company's directors during the three months ended March 31, 2023, 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 resigned from the Company's board of directors in April 2023. 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 three months ended March 31, 2023, the Company did not have transactions with the related party. The Company has entered into client engagement agreements with certain companies to serve as the exclusive transaction agent to help facilitate private purchases of shares of issuers. These companies are identified as related parties as they are holders of the Company’s common stock. The Company recognized placement fee revenue for trades executed with these companies in the unaudited condensed consolidated statements of operations. The associated revenue recognized was $0 million and $0.6 million for the three months ended March 31, 2023 and 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 12, 2023, subject to approval by its stockholders, the Company's board of directors approved (i) the cancellation of the performance-based stock option to purchase up to 3,122,931 shares of the Company's common stock granted to its Chief Executive Officer in 2021 and (ii) the grant to the Chief Executive Officer of a performance-based RSU award representing the right to receive up to 2,339,030 shares of the Company’s common stock (the "CEO RSU Proposal"). The CEO RSU Proposal is described in the Company's proxy statement filed with the Securities and Exchange Commission on April 28, 2023. On April 24, 2023, the Company's board of directors granted 8,165,189 RSUs to its employees, executives and board members with a total grant date fair value of $11.9 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. |
Consolidation | In the normal course of business, the Company has transactions with various investment entities. 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. There have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2022, that have had a material impact on these unaudited condensed consolidated financial statements and related notes. See Note 9, "Off Balance Sheet Items", for additional information. |
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 unaudited condensed consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2023. 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. |
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 2022 annual goodwill impairment test resulted in no goodwill impairment. Additionally as of March 31, 2023, 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 March 31, 2023 using the income approach in combination with 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. 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. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable consist of amounts billed and currently due from customers, which are subject to collection risk. |
Concentration of Credit Risks | Concentration of Credit Risks 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 |
Revenue Recognition | Revenue Recognition Contract Balances |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 117,280 $ — $ — $ 117,280 Payment-dependent notes receivable, current (1) 2 — — 2 Payment-dependent notes receivable, non-current — — 5,830 5,830 Total financial assets $ 117,282 $ — $ 5,830 $ 123,112 Payment-dependent notes payable, current (2) $ 2 $ — $ — $ 2 Payment-dependent notes payable, non-current — — 5,830 5,830 Legacy Forge warrant liabilities — — 247 247 Private placement warrants — — 190 190 Total financial liabilities $ 2 $ — $ 6,267 $ 6,269 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 (1) 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 (2) $ 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 (1) Included in Prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. (2) Included in Accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. |
Fair Value Measurement Inputs and Valuation Techniques | The Company estimated the fair value of the Legacy Forge warrant liabilities, as of March 31, 2023 and December 31, 2022, respectively, using the following key assumptions: March 31, December 31, Fair value of underlying securities $ 1.75 $ 1.73 Expected term (years) 2.6 2.9 Expected volatility 40.4% 46.1% Risk-free interest rate 3.9% 4.2% Expected dividend yield 0.0% 0.0% Fair value per warrant $ 0.09 $ 0.15 March 31, December 31, Fair value of underlying securities $ 1.75 $ 1.73 Expected term (years) 4.0 4.2 Expected volatility 44.2% 44.6% Risk-free interest rate 3.7% 4.1% Expected dividend yield 0.0% 0.0% Fair value per warrant $ 0.03 $ 0.03 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2023 and 2022 (in thousands): Total Level 3 Financial Assets Total Level 3 Financial Liabilities Balance as of December 31, 2022 $ 7,371 $ 7,977 Change in fair value of payment-dependent notes receivable (1,541) — Change in fair value of payment-dependent notes payable — (1,541) Change in fair value of Junior Preferred Stock Warrants — (137) Change in fair value of Private Placement Warrants — (32) Balance as of March 31, 2023 $ 5,830 $ 6,267 Total Level 3 Financial Assets Total Level 3 Financial Liabilities Balance as of December 31, 2021 $ 13,453 $ 21,297 Change in fair value of payment-dependent notes receivable 1,522 — Change in fair value of payment-dependent notes payable — 1,522 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) Balance as of March 31, 2022 $ 14,975 $ 19,975 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables provide reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for three months ended March 31, 2023 and 2022 (in thousands): Total Level 3 Financial Assets Total Level 3 Financial Liabilities Balance as of December 31, 2022 $ 7,371 $ 7,977 Change in fair value of payment-dependent notes receivable (1,541) — Change in fair value of payment-dependent notes payable — (1,541) Change in fair value of Junior Preferred Stock Warrants — (137) Change in fair value of Private Placement Warrants — (32) Balance as of March 31, 2023 $ 5,830 $ 6,267 Total Level 3 Financial Assets Total Level 3 Financial Liabilities Balance as of December 31, 2021 $ 13,453 $ 21,297 Change in fair value of payment-dependent notes receivable 1,522 — Change in fair value of payment-dependent notes payable — 1,522 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) Balance as of March 31, 2022 $ 14,975 $ 19,975 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Regulated Operations [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid insurance $ 1,636 $ 3,250 Prepaid software 1,293 1,406 Other prepaid expenses 1,315 1,546 Other current assets 1,638 2,177 Prepaid expenses and other current assets $ 5,882 $ 8,379 |
Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, Computer equipment $ 66 $ 66 Furniture and fixtures 444 426 Leasehold improvements 437 387 Total property and equipment $ 947 $ 879 Less: accumulated depreciation (574) (520) Property and equipment, net $ 373 $ 359 |
Capitalized Internal-Use Software, Net | Capitalized internal-use software consists of the following (in thousands): March 31, December 31, Capitalized internal-use software $ 9,063 $ 9,605 Less: Accumulated amortization (2,694) (1,965) Total capitalized internal-use software $ 6,369 $ 7,640 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued professional services $ 1,394 $ 1,299 Accrued taxes and deferred tax liabilities 954 1,006 Common stock unvested liability 453 589 Other current liabilities 3,083 3,527 Total $ 5,884 $ 6,421 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 1.6 years $ 13,200 $ (8,732) $ 4,468 Customer relationships 5.9 years 7,507 (2,929) 4,578 Trade name 0.0 years 320 (320) — Launched in-process research and development assets 3.5 years 960 (288) 672 Total finite-lived intangible assets $ 21,987 $ (12,269) $ 9,718 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 $ (12,269) $ 11,942 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 in-process research and development 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 |
Schedule of Finite-Lived Intangible Assets | The components of intangible assets and accumulated amortization are as follows (in thousands): As of March 31, 2023 Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology 1.6 years $ 13,200 $ (8,732) $ 4,468 Customer relationships 5.9 years 7,507 (2,929) 4,578 Trade name 0.0 years 320 (320) — Launched in-process research and development assets 3.5 years 960 (288) 672 Total finite-lived intangible assets $ 21,987 $ (12,269) $ 9,718 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 $ (12,269) $ 11,942 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 in-process research and development 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below presents estimated future amortization expense for finite-lived intangible assets as of March 31, 2023 (in thousands): Amount Remainder of 2023 $ 2,971 2024 3,462 2025 802 2026 754 2027 610 Thereafter 1,119 Total $ 9,718 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Future Undiscounted Lease Payments | Future undiscounted lease payments under operating leases as of March 31, 2023 were as follows (in thousands) : Lease Payment Obligation Sublease Income Net Lease Obligation Remainder of 2023 $ 3,070 $ (542) $ 2,528 2024 2,134 (360) 1,774 2025 1,619 (210) 1,409 2026 — — — 2027 — — — Total undiscounted lease payments $ 6,823 $ (1,112) $ 5,711 Less: imputed interest (434) Present value of future lease payments 6,389 Less: operating lease liabilities, current 3,352 Operating lease liabilities, noncurrent $ 3,037 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | As of March 31, 2023, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer, excluding operating lease obligations (See Note 7, "Leases," for additional information) as follows: Amount Remainder of 2023 $ 4,842 2024 1,947 2025 1,993 2026 2,203 2027 1,253 Thereafter — Total $ 12,238 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: March 31, December 31, Warrants to purchase common stock 3,282,652 3,282,652 Stock options issued and outstanding under 2018 Plan 12,519,275 12,853,072 Shares available for grant under 2022 Plan (1) 10,784,382 4,804,751 RSUs issued and outstanding under 2022 Plan 8,860,092 10,884,476 Shares available for grant under 2022 ESPP 5,797,609 4,072,000 Outstanding Private Placement Warrants 7,386,667 7,386,667 Total shares of common stock reserved 48,630,677 43,283,618 |
Schedule of Stock Option Activity | Stock option activity during the three months ended March 31, 2023 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, 2022 12,853,072 $ 2.39 7.0 $ 7,055 Exercised (117,215) 0.52 Cancelled/Forfeited/Expired (216,582) 1.74 Balance as of March 31, 2023 12,519,275 $ 2.42 6.8 $ 6,847 Vested and exercisable as of March 31, 2023 6,649,871 $ 1.72 5.7 $ 5,620 |
Schedule of RSU Activity | RSU activity during the three months ended March 31, 2023 was as follows: RSUs Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 10,578,313 $ 10.04 Vested (1) (1,233,277) $ 19.90 Forfeited (559,416) $ 12.97 Unvested as of March 31, 2023 8,785,620 $ 8.47 (1) Common stock has not been issued in connection w ith 74,472 vested RSUs because such RSUs were unsettled as of March 31, 2023. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to Forge Global Holdings, Inc., basic $ (21,188) $ (64,424) Net loss attributable to common stockholders, diluted $ (21,188) $ (64,424) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic 171,816,522 66,007,461 Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted 171,816,522 66,007,461 Net loss per share attributed to common stockholders: Basic $ (0.12) $ (0.98) Diluted $ (0.12) $ (0.98) |
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: March 31, December 31, Outstanding options 12,519,275 12,853,072 Common stock and preferred stock warrants 3,282,652 3,282,652 Private Placement Warrants issued upon Merger 7,386,667 7,386,667 Common stock subject to repurchase 884,677 1,064,323 Restricted stock units 8,785,620 10,884,476 Total 32,858,891 35,471,190 |
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_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | |
Allowance for doubtful accounts | 1,000,000 | 900,000 | |
Contract liabilities | 400,000 | $ 400,000 | |
Revenue recognized | 200,000 | ||
Total revenues | 15,479,000 | $ 20,022,000 | |
Non-US | |||
Accounting Policies [Line Items] | |||
Total revenues | $ 900,000 | $ 3,100,000 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 21, 2022 USD ($) shares $ / shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares | |
Recapitalization [Line Items] | ||||
Shares acquired percentage | 100% | |||
Proceeds from reverse recapitalization | $ 216,400 | |||
Proceeds from the Merger | 7,900 | $ 0 | $ 7,865 | |
Purchase price | 0 | 208,000 | ||
Payments of reverse recapitalization transaction costs | 61,800 | |||
Adjustments to stock issuance costs | 58,700 | 58,673 | ||
Transaction expenses related to the Merger | 3,100 | |||
One time transaction bonus | 17,700 | |||
Portion paid in cash | 12,200 | |||
Settlement of related party promissory notes | $ 5,500 | $ 0 | $ 5,517 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A | Motive Capital Corp | ||||
Recapitalization [Line Items] | ||||
Conversion ratio (in shares) | shares | 1 | |||
Class B | Motive Capital Corp | ||||
Recapitalization [Line Items] | ||||
Conversion ratio (in shares) | shares | 1 | |||
PIPE Investment | ||||
Recapitalization [Line Items] | ||||
Purchase price | $ 68,500 | |||
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, noncurrent | $ 5,830 | $ 7,371 |
Payment-dependent notes payable, noncurrent | 5,830 | 7,371 |
Warrant liabilities | 437 | 606 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 2 | 5 |
Payment-dependent notes receivable, noncurrent | 5,830 | 7,371 |
Total financial assets | 123,112 | 156,515 |
Payment-dependent notes payable, current | 2 | 5 |
Payment-dependent notes payable, noncurrent | 5,830 | 7,371 |
Total financial liabilities | 6,269 | 7,982 |
Fair Value, Recurring | Legacy Forge warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 247 | 384 |
Fair Value, Recurring | Private placement warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 190 | 222 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | 117,280 | 149,139 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment-dependent notes receivable, current | 2 | 5 |
Payment-dependent notes receivable, noncurrent | 0 | 0 |
Total financial assets | 117,282 | 149,144 |
Payment-dependent notes payable, current | 2 | 5 |
Payment-dependent notes payable, noncurrent | 0 | 0 |
Total financial liabilities | 2 | 5 |
Fair Value, Recurring | Level 1 | Legacy Forge warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Private placement warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 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 | 117,280 | 149,139 |
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 |
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 | 0 |
Fair Value, Recurring | Level 2 | Private placement warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 0 | 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 | 5,830 | 7,371 |
Total financial assets | 5,830 | 7,371 |
Payment-dependent notes payable, current | 0 | 0 |
Payment-dependent notes payable, noncurrent | 5,830 | 7,371 |
Total financial liabilities | 6,267 | 7,977 |
Fair Value, Recurring | Level 3 | Legacy Forge warrant liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 247 | 384 |
Fair Value, Recurring | Level 3 | Private placement warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liabilities | 190 | 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 - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Change in fair value of warrant liabilities | $ (168) | $ 25,959 |
Series B-1 convertible preferred stock | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Change in fair value of warrant liabilities | 100 | |
Series B-1 convertible preferred stock | Warrant | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Change in fair value | (106) | |
Junior Convertible Preferred Stock | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Change in fair value of warrant liabilities | 100 | $ 0 |
Junior Convertible Preferred Stock | Warrant | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Change in fair value | $ 137 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation of Warrants (Details) | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Legacy Forge warrant liabilities | Monte Carlo Model | Fair value of underlying securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.75 | 1.73 |
Legacy Forge warrant liabilities | Monte Carlo Model | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.6 | 2.9 |
Legacy Forge warrant liabilities | Monte Carlo Model | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.404 | 0.461 |
Legacy Forge warrant liabilities | Monte Carlo Model | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.039 | 0.042 |
Legacy Forge warrant liabilities | Monte Carlo Model | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Legacy Forge warrant liabilities | Monte Carlo Model | Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.09 | 0.15 |
Private placement warrants | Binomial Lattice Model | Fair value of underlying securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.75 | 1.73 |
Private placement warrants | Binomial Lattice Model | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 4 | 4.2 |
Private placement warrants | Binomial Lattice Model | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.442 | 0.446 |
Private placement warrants | Binomial Lattice Model | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.037 | 0.041 |
Private placement warrants | Binomial Lattice Model | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Private placement warrants | Binomial Lattice Model | Fair value per warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.03 | 0.03 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total Level 3 Financial Assets | ||
Beginning balance | $ 7,371 | $ 13,453 |
Ending balance | 5,830 | 14,975 |
Total Level 3 Financial Liabilities | ||
Beginning balance | 7,977 | 21,297 |
Ending balance | 6,267 | 19,975 |
Notes Payable, Other Payables | ||
Total Level 3 Financial Liabilities | ||
Change in fair value | (1,541) | 1,522 |
Warrant | Junior Convertible Preferred Stock | ||
Total Level 3 Financial Liabilities | ||
Change in fair value | (137) | |
Warrant | Private placement warrants | ||
Total Level 3 Financial Liabilities | ||
Change in fair value | (32) | |
Warrant | Series B-1 convertible preferred stock | ||
Total Level 3 Financial Liabilities | ||
Change in fair value | 106 | |
Settlements | 2,950 | |
Notes Receivable | ||
Total Level 3 Financial Assets | ||
Change in fair value | $ (1,541) | $ 1,522 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Regulated Operations [Abstract] | ||
Prepaid insurance | $ 1,636 | $ 3,250 |
Prepaid software | 1,293 | 1,406 |
Other prepaid expenses | 1,315 | 1,546 |
Other current assets | 1,638 | 2,177 |
Prepaid expenses and other current assets | $ 5,882 | $ 8,379 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 947 | $ 879 | |
Less: accumulated depreciation | (574) | (520) | |
Property and equipment, net | 373 | 359 | |
Depreciation expense | 100 | $ 100 | |
Computer equipment | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | 66 | 66 | |
Furniture and fixtures | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | 444 | 426 | |
Leasehold improvements | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 437 | $ 387 |
Condensed Consolidated Balanc_5
Condensed Consolidated Balance Sheet Components - Capitalized Internal-Use Software (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Regulated Operations [Abstract] | |||
Capitalized internal-use software | $ 9,063 | $ 9,605 | |
Less: Accumulated amortization | (2,694) | (1,965) | |
Total capitalized internal-use software | 6,369 | $ 7,640 | |
Capitalized internal-use software amortization expense | 700 | $ 100 | |
Impairment loss on internally developed software | $ 500 |
Condensed Consolidated Balanc_6
Condensed Consolidated Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Regulated Operations [Abstract] | ||
Accrued professional services | $ 1,394 | $ 1,299 |
Accrued taxes and deferred tax liabilities | 954 | 1,006 |
Common stock unvested liability | 453 | 589 |
Other current liabilities | 3,083 | 3,527 |
Total | $ 5,884 | $ 6,421 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill period changes | $ 0 | |
Amortization expense | $ 1,000,000 | $ 900,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 21,987 | $ 21,987 |
Accumulated Amortization | (12,269) | (11,272) |
Net Carrying Amount | 9,718 | 10,715 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Trade name - website domain | 2,224 | 2,224 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross Carrying Amount | 24,211 | 24,211 |
Accumulated Amortization | (12,269) | (11,272) |
Net Carrying Amount | 11,942 | 12,939 |
Trade name | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trade name - website domain | $ 2,224 | $ 2,224 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 1 year 7 months 6 days | 1 year 9 months 18 days |
Gross Carrying Amount | $ 13,200 | $ 13,200 |
Accumulated Amortization | (8,732) | (8,035) |
Net Carrying Amount | 4,468 | 5,165 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (8,732) | $ (8,035) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 5 years 10 months 24 days | 6 years 1 month 6 days |
Gross Carrying Amount | $ 7,507 | $ 7,507 |
Accumulated Amortization | (2,929) | (2,677) |
Net Carrying Amount | 4,578 | 4,830 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (2,929) | $ (2,677) |
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 in-process research and development assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 3 years 6 months | 3 years 8 months 12 days |
Gross Carrying Amount | $ 960 | $ 960 |
Accumulated Amortization | (288) | (240) |
Net Carrying Amount | 672 | 720 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated Amortization | $ (288) | $ (240) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 2,971 | |
2024 | 3,462 | |
2025 | 802 | |
2026 | 754 | |
2027 | 610 | |
Thereafter | 1,119 | |
Net Carrying Amount | $ 9,718 | $ 10,715 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating Leased Assets [Line Items] | |||
Renewal term (in years) | 3 years | ||
Operating lease expense | $ 900,000 | $ 1,100,000 | |
Variable payments | 400,000 | ||
Sublease income | $ 200,000 | 100,000 | |
Weighted-average remaining lease term | 2 years 4 months 24 days | 2 years 7 months 6 days | |
Weighted-average discount rate | 6% | 6% | |
Loss on impairment of long lived assets | $ 0 | $ 300,000 | |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term (in years) | 6 months | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term (in years) | 2 years 9 months 18 days |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Lease Payment Obligation | ||
Remainder of 2023 | $ 3,070 | |
2024 | 2,134 | |
2025 | 1,619 | |
2026 | 0 | |
2027 | 0 | |
Total undiscounted lease payments | 6,823 | |
Less: imputed interest | (434) | |
Present value of future lease payments | 6,389 | |
Less: operating lease liabilities, current | 3,352 | $ 3,896 |
Operating lease liabilities, noncurrent | 3,037 | $ 3,541 |
Sublease Income | ||
Remainder of 2023 | (542) | |
2024 | (360) | |
2025 | (210) | |
2026 | 0 | |
2027 | 0 | |
Total undiscounted lease payments | (1,112) | |
Net Lease Obligation | ||
Remainder of 2023 | 2,528 | |
2024 | 1,774 | |
2025 | 1,409 | |
2026 | 0 | |
2027 | 0 | |
Total undiscounted lease payments | $ 5,711 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Proceeding (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Provision for loss contingency | $ 0 |
Escrow receivable | $ 1,600,000 |
Commitments and Contingencies_2
Commitments and Contingencies - 401K (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Employer matching contribution, percent of match | 2% | |
Employer matching contribution amount | $ 5,800 | |
Contributions | $ 200,000 | $ 400,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Non-Cancelable Purchase Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 4,842 |
2024 | 1,947 |
2025 | 1,993 |
2026 | 2,203 |
2027 | 1,253 |
Thereafter | 0 |
Total | $ 12,238 |
Off Balance Sheet Items (Detail
Off Balance Sheet Items (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Transaction Expenses | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 0 | $ 0.1 |
Professional Services Expenses | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses | $ 0.4 | $ 0.5 |
Capitalization - Additional Inf
Capitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 21, 2022 USD ($) vote $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||
Shares authorized | 2,100,000,000 | 257,968,554 | |||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 171,153,360 | ||
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) | 173,808,155 | 172,560,916 | |||
Common stock, shares outstanding (in shares) | 173,808,155 | 172,560,916 | |||
Preferred stock, shares issued (in shares) | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | ||||
Settlement of related party promissory notes | $ | $ 5,500 | $ 0 | $ 5,517 | ||
Unvested shares amount | $ | $ 1,300 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of votes per share | vote | 1 | ||||
Class AA Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Jul. 11, 2022 | Nov. 30, 2020 | Oct. 31, 2020 | May 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 21, 2022 | |
Class of Warrant or Right [Line Items] | ||||||||
Warrant liabilities | $ 437 | $ 606 | ||||||
Change in fair value of warrant liabilities | (168) | $ 25,959 | ||||||
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] | ||||||||
Warrant liabilities | $ 700 | |||||||
Medium-term Notes | 2020 Loan and Security Agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Term loan amount | $ 15,000 | |||||||
Series B-1 convertible preferred stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Share price (in dollars per share) | $ 3.9760 | $ 3.9760 | ||||||
May 2020 Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Percentage of coverage to purchase warrants | 5% | |||||||
Warrant term | 5 years | |||||||
Series B-1 convertible preferred stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Change in fair value of warrant liabilities | 100 | |||||||
October 2020 Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant liabilities | $ 3,500 | |||||||
Warrant contractual term | 10 years | |||||||
Junior Convertible Preferred Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant contractual term | 5 years | |||||||
Change in fair value of warrant liabilities | $ 100 | $ 0 | ||||||
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 | |||||||
Private placement warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant term | 5 years | |||||||
Class of warrant outstanding (in shares) | 7,386,667 | 7,386,667 | ||||||
Exercise price of warrants (in dollars per share) | $ 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 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Jun. 01, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Jul. 31, 2021 | May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total shares of common stock reserved | 43,283,618 | 48,630,677 | |||||
Weighted-average grant date fair value (in dollars per share) | $ 0 | $ 0 | |||||
Grant date fair value of stock options vested in period | $ 1,300 | $ 5,700 | |||||
Intrinsic value of stock options exercised in period | 200 | 5,900 | |||||
Pre-close issuance of common stock for services | 621 | ||||||
Share-based compensation, unvested stock options | $ 9,400 | ||||||
Period for recognition | 1 year 10 months 24 days | ||||||
Fair value of option (in dollars per share) | $ 2.39 | $ 2.42 | |||||
Cash proceeds received | $ 600 | $ 500 | |||||
Measurement period, number of consecutive trading days | 20 days | ||||||
Trading day period | 30 days | ||||||
Lock-up period | 6 months | ||||||
Additional Paid-In Capital | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Pre-close issuance of common stock for services | 621 | ||||||
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) | $ 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) | $ 15 | ||||||
Vesting tranches acceleration period | 6 months | ||||||
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 | $ 1,600 | 7,800 | |||||
Accelerated vesting of stock options (in shares) | 251,364 | ||||||
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 | $ 300 | 4,600 | |||||
Share-based compensation, unvested stock options | $ 500 | ||||||
Shares granted in period (in shares) | 3,122,931 | ||||||
Shares granted in period, (in dollars per share) | $ 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) | $ 2.27 | ||||||
Performance and Market Condition-Based Option | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted in period (in shares) | 1,040,979 | ||||||
Aggregate exit proceeds fair market value (in dollars per share) | $ 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) | 1,040,979 | ||||||
Aggregate exit proceeds fair market value (in dollars per share) | $ 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) | 1,040,979 | ||||||
Aggregate exit proceeds fair market value (in dollars per share) | $ 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 | ||||||
Shares granted in period (in shares) | 499,669 | ||||||
Shares granted in period, (in dollars per share) | $ 5.43 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total shares of common stock reserved | 74,472 | ||||||
Share-based compensation expense | $ 5,800 | 0 | |||||
Period for recognition | 2 years 6 months | ||||||
Future share-based compensation expense | $ 57,000 | ||||||
Vested (in shares) | 1,233,277 | ||||||
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 | ||||||
Executive Retention RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 1,300 | $ 0 | |||||
Period for recognition | 1 year | ||||||
Future share-based compensation expense | $ 5,100 | ||||||
Granted (in shares) | 1,859,137 | ||||||
Share price (in dollars per share) | $ 20.26 | ||||||
Cost of equity | 9% | ||||||
Dividend yield | 0% | ||||||
Volatility rate | 35.70% | ||||||
Risk-free rate | 2.80% | ||||||
Accelerated vesting of stock options (in shares) | 210,987 | ||||||
Vested (in shares) | 469,010 | ||||||
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 | ||||||
2018 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total shares of common stock reserved | 0 | ||||||
2022 Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total shares of common stock reserved | 18,076,331 | ||||||
Automatic increase period | 10 years | ||||||
2022 Stock Plan | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of outstanding stock | 3% | ||||||
2022 ESPP | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total shares of common stock reserved | 5,797,609 | ||||||
Number of shares issued under plan (in shares) | 4,072,000 | ||||||
Percentage of outstanding stock | 1% |
Share-Based Compensation - Comm
Share-Based Compensation - Common Stock Reserved (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options issued and outstanding (in shares) | 12,519,275 | 12,853,072 |
Total shares of common stock reserved | 48,630,677 | 43,283,618 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs issued and outstanding (in shares) | 8,785,620 | 10,578,313 |
Total shares of common stock reserved | 74,472 | |
2018 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options issued and outstanding (in shares) | 12,519,275 | 12,853,072 |
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) | 10,784,382 | 4,804,751 |
Total shares of common stock reserved | 18,076,331 | |
2022 Stock Plan | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs issued and outstanding (in shares) | 8,860,092 | 10,884,476 |
2022 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 5,797,609 | 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 | 3,282,652 |
Private placement warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding warrants (in shares) | 7,386,667 | 7,386,667 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Beginning balance (in shares) | 12,853,072 | |
Exercised (in shares) | (117,215) | |
Cancelled/Forfeited/Expired (in shares) | (216,582) | |
Ending balance (in shares) | 12,519,275 | 12,853,072 |
Vested and exercisable, end of period (in shares) | 6,649,871 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.39 | |
Exercised (in dollars per share) | 0.52 | |
Cancelled/Forfeited/Expired (in dollars per share) | 1.74 | |
Ending balance (in dollars per share) | 2.42 | $ 2.39 |
Vested and exercisable, end of period (in dollars per share) | $ 1.72 | |
Weighted-Averages Life (Years) and Aggregate Intrinsic Value | ||
Weighted- Average Life (Years) | 6 years 9 months 18 days | 7 years |
Weighted-average life, vested and exercisable | 5 years 8 months 12 days | |
Intrinsic value, Beginning | $ 7,055 | |
Intrinsic value, Ending | 6,847 | $ 7,055 |
Aggregate intrinsic value, vested and exercisable | $ 5,620 |
Share-Based Compensation - RSUs
Share-Based Compensation - RSUs (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Weighted Average Grant Date Fair Value Per Share | ||
Total shares of common stock reserved | 48,630,677 | 43,283,618 |
Restricted Stock Units (RSUs) | ||
RSUs | ||
Beginning balance, unvested | 10,578,313 | |
Vested (in shares) | (1,233,277) | |
Forfeited (in shares) | (559,416) | |
Ending balance, unvested | 8,785,620 | |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance | $ 10.04 | |
Vested (in dollars per share) | 19.90 | |
Forfeited (in dollars per share) | 12.97 | |
Ending balance | $ 8.47 | |
Total shares of common stock reserved | 74,472 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate from continuing operations | (0.90%) | (0.20%) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to Forge Global Holdings, Inc., basic | $ (21,188) | $ (64,424) |
Net loss attributable to common stockholders, diluted | $ (21,188) | $ (64,424) |
Denominator: | ||
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 171,816,522 | 66,007,461 |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 171,816,522 | 66,007,461 |
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders: | ||
Basic (in dollars per share) | $ (0.12) | $ (0.98) |
Diluted (in dollars per share) | $ (0.12) | $ (0.98) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 32,858,891 | 35,471,190 |
Employee Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 12,519,275 | 12,853,072 |
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 | 3,282,652 |
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 | 7,386,667 |
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 | 884,677 | 1,064,323 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 8,785,620 | 10,884,476 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 13, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Proceeds from PIPE investment and A&R FPA investors | $ 0 | $ 208,000 | |
Affiliated Entity | Placement fees | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 0 | $ 600 | |
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 | 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 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Apr. 24, 2023 | Apr. 12, 2023 |
Performance and Market Condition-Based Option | ||
Subsequent Event [Line Items] | ||
Authorized shares cancelled (in shares) | 3,122,931 | |
Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Granted (in shares) | 8,165,189 | 2,339,030 |
Grant date fair value | $ 11.9 |
Uncategorized Items - forge-202
Label | Element | Value | |
Common Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Unissued Common Stock | forge_UnissuedCommonStock | 210,302 | [1] |
[1]This amount represents shares that were not issued upon the closing of the Business Combination 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. See Note 1, "Organization and Description of Business", for additional information. |