Forge Global Holdings, Inc.

CIK:0001827821|SEC Filings

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenues:
Total revenues	$ 21,260	$ 19,216	$ 74,295	$ 60,740
Transaction-based expenses:
Transaction-based expenses	(288)	(73)	(635)	(358)
Total revenues, less transaction-based expenses	20,972	19,143	73,660	60,382
Operating expenses:
Compensation and benefits	26,396	28,750	83,080	87,377
Technology and communications	5,903	3,185	14,919	8,894
General and administrative	4,049	1,877	8,447	9,447
Professional services	1,933	2,435	5,468	6,257
Advertising and market development	1,261	1,015	4,004	3,348
Depreciation and amortization	1,002	1,748	2,897	5,345
Rent and occupancy	723	1,036	2,456	3,278
Acquisition-related transaction costs	254	0	2,242	0
Total operating expenses	41,521	40,046	123,513	123,946
Operating loss	(20,549)	(20,903)	(49,853)	(63,564)
Interest and other income:
Interest income	609	1,307	2,454	4,511
Change in fair value of warrant liabilities	182	931	79	7,659
Change in fair value of contingent consideration	211	0	211	0
Other income, net	41	119	171	288
Total interest and other income	1,043	2,357	2,915	12,458
Loss before provision for income taxes	(19,506)	(18,546)	(46,938)	(51,106)
Provision for income taxes	(1,296)	298	(91)	772
Net loss	(18,210)	(18,844)	(46,847)	(51,878)
Net income (loss) attributable to noncontrolling interest	13	(502)	128	(1,188)
Net loss attributable to Forge Global Holdings, Inc.	$ (18,223)	$ (18,342)	$ (46,975)	$ (50,690)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic (in dollars per share)	$ (1.37)	$ (1.49)	$ (3.67)	$ (4.17)
Diluted (in dollars per share)	$ (1.37)	$ (1.49)	$ (3.67)	$ (4.17)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic (in shares)	13,341	12,277	12,785	12,151
Diluted (in shares)	13,341	12,277	12,785	12,151
Marketplace revenue
Revenues:
Total revenues	$ 12,162	$ 8,713	$ 46,756	$ 28,912
Custodial administration fees
Revenues:
Total revenues	$ 9,098	$ 10,503	$ 27,539	$ 31,828

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash Provided by (Used in) Operating Activity, Including Discontinued Operation [Abstract]
Net loss	$ (46,847)	$ (51,878)
Adjustments to reconcile net loss to net cash used in operations:
Share-based compensation	14,972	24,948
Depreciation and amortization	2,582	5,345
Amortization of right-of-use assets	1,542	1,975
Loss on impairment of long lived assets	0	186
Write-down of escrow receivable	1,081	0
Loss contingency	1,168	0
Allowance for doubtful accounts	291	250
Change in fair value of warrant liabilities	(79)	(7,659)
Change in fair value of contingent consideration	(211)	0
Other	2	(10)
Changes in operating assets and liabilities:
Accounts receivable	(4,752)	(1,139)
Prepaid expenses and other assets	465	(2,179)
Accounts payable	125	(58)
Accrued expenses and other liabilities	(1,018)	(931)
Accrued compensation and benefits	1,443	302
Operating lease liabilities	(2,723)	(1,785)
Net cash used in operating activities	(31,959)	(32,633)
Cash flows from investing activities:
Acquisition of Accuidity, net of cash acquired	(9,207)	0
Maturity of investments and term deposits	32,711	6,559
Purchases of investments and term deposits	(60,266)	0
Purchases of property and equipment	(198)	(792)
Capitalized internal-use software development costs	0	(48)
Net cash (used in) provided by investing activities	(36,960)	5,719
Cash flows from financing activities:
Proceeds from exercise of options	160	473
Taxes withheld and paid related to net share settlement of equity awards	(1,061)	(3,843)
Share buyback	(4,139)	0
Cash paid for fractional shares related to stock split	(4)	0
Net cash used in financing activities	(5,044)	(3,370)
Effect of changes in currency exchange rates on cash and cash equivalents	1,151	57
Net decrease in cash and cash equivalents	(72,812)	(30,227)
Cash, cash equivalents and restricted cash, beginning of the period	106,256	145,784
Cash, cash equivalents and restricted cash, end of the period	33,444	115,557
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets
Cash and cash equivalents	32,294	114,454
Restricted cash	1,150	1,103
Total cash, cash equivalents and restricted cash, end of the period	33,444	115,557
Supplemental disclosures of cash flow information:
Cash paid for taxes	669	519
Supplemental disclosure of non-cash investing and financing activities:
Lease liabilities arising from obtaining right-of-use assets	102	4,506
Vesting of early exercised stock options and restricted stock awards	51	107
Capitalized internal-use software development costs accrued and not yet paid	0	117
Common stock issued in connection with Accuidity acquisition	0	15,375
Contingent consideration in connection with Accuidity acquisition	$ 6,023	$ 0

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 32,294	$ 105,140
Restricted cash	1,150	1,116
Investments	28,379	0
Accounts receivable, net of allowances of $1.5 million and $1.3 million, respectively	8,080	4,706
Prepaid expenses and other current assets	8,387	8,205
Total current assets	78,290	119,167
Internal-use software, property and equipment, net	1,074	2,920
Goodwill and other intangible assets, net	158,246	126,456
Operating lease right-of-use assets	3,667	5,107
Payment-dependent notes receivable	9,442	7,412
Other assets, noncurrent	1,309	2,444
Total assets	252,028	263,506
Current liabilities:
Accounts payable	2,261	1,941
Accrued compensation and benefits	14,873	13,430
Accrued expenses and other current liabilities	8,432	6,310
Operating lease liabilities, current	1,511	3,463
Contingent consideration, current	3,632	0
Total current liabilities	30,709	25,144
Operating lease liabilities, noncurrent	3,023	3,694
Contingent consideration, noncurrent	2,180	0
Payment-dependent notes payable	9,442	7,412
Warrant liabilities	113	192
Other liabilities, noncurrent	161	322
Total liabilities	45,628	36,764
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, $0.0001 par value; 100,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.0001 par value; 133,333 shares authorized; 13,701 and 12,427 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	1	1
Treasury stock, at cost; 10 shares as of both September 30, 2025 and December 31, 2024, respectively	(625)	(625)
Additional paid-in capital	595,960	570,606
Accumulated other comprehensive income	1,255	572
Accumulated deficit	(393,947)	(346,972)
Total Forge Global Holdings, Inc. stockholders’ equity	202,644	223,582
Noncontrolling interest	3,756	3,160
Total stockholders’ equity	206,400	226,742
Total liabilities and stockholders’ equity	$ 252,028	$ 263,506