United States securities and exchange commission logo
May 9, 2022
Kelly Rodriques
Chief Executive Officer
Forge Global Holdings, Inc.
415 Mission Street
Suite 5510
San Francisco, CA 94105
Re: Forge Global
Holdings, Inc.
Registration
Statement on Form S-1
Filed April 19,
2022
File No. 333-264367
Dear Mr. Rodriques:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed April 19, 2022
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
shares of common stock
and warrants being registered for resale. Highlight any
differences in the
current trading price, the prices that the Sponsor, private placement
investors, PIPE
investors, and other selling securityholders acquired their shares and
warrants, and the price
that the public securityholders acquired their shares and warrants.
Disclose that while the
Sponsor, private placement investors, PIPE investors, and other
selling securityholders
may experience a positive rate of return based on the current
trading price, the
public securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current trading
Kelly Rodriques
FirstName LastNameKelly
Forge Global Holdings, Inc.Rodriques
Comapany
May 9, 2022NameForge Global Holdings, Inc.
May 9,
Page 2 2022 Page 2
FirstName LastName
price. Please also disclose the potential profit the selling
securityholders will earn based
on the current trading price. Lastly, please include appropriate risk
factor disclosure.
Cover Page
2. For each of the common shares and warrants being registered for
resale, disclose the price
that the selling securityholders paid for such common shares and
warrants.
3. Disclose the exercise price(s) of the warrants compared to the market
price of the
underlying securities. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
4. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that all or
most of the shares
being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the common stock.
Highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of the common stock.
Risk Factors, page 12
5. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business Overview, page 66
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
Kelly Rodriques
Forge Global Holdings, Inc.
May 9, 2022
Page 3
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Paul Luc Robert Heyvaert and entities
affiliated with Motive
Partners and Deutsche Borse AG, collectively own over one-third of
your outstanding
shares and will be able to sell all of these shares for so long as the
registration statement of
which this prospectus forms a part is available for use.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer
at (202) 551-
3758 with any other questions.
FirstName LastNameKelly Rodriques Sincerely,
Comapany NameForge Global Holdings, Inc.
Division of
Corporation Finance
May 9, 2022 Page 3 Office of
Finance
FirstName LastName