As filed with the Securities and Exchange Commission on February 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORGE GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State or other jurisdiction of
incorporation or organization) | 98-1561111
(I.R.S. Employer
Identification No.) |
| | | | | |
4 Embarcadero Center Floor 15 San Francisco, CA 94111
(Address of Principal Executive Offices) | 94105
(Zip Code) |
Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan
(Full title of the plans)
Kelly Rodriques
Chief Executive Officer
4 Embarcadero Center
Floor 15
San Francisco, CA 94111
(Name and address of agent for service)
(415) 881-1612
(Telephone number, including area code, of agent for service)
| | |
With a copy to: |
W. Stuart Ogg Justin Anslow Goodwin Procter LLP 601 Marshall Street Redwood City, California 94063 (650) 752-3100 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| | | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Forge Global Holdings, Inc. (the “registrant”) is filing this registration statement with the Securities and Exchange Commission (the “SEC”) to register 5,591,982 additional shares of the registrant's common stock under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”), pursuant to the provision of the 2022 Plan providing for such automatic increase in the number of shares reserved for issuance. In accordance with General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the registrant’s registration statements on Form S-8 filed on May 26, 2022 (Registration No. 333-265232), on March 30, 2023 (Registration No. 333-271009), and on February 13, 2024 (Registration No. 333-277035), except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| | | | | |
Exhibit
Number | Exhibit Description |
4.1 | |
5.1* | |
23.1* | |
23.2* | |
24.1* | |
99.1 | |
99.2 | |
99.3 | |
99.4 | |
99.5 | |
107* | |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 11, 2025.
Forge Global Holdings, Inc.
By: /s/ Kelly Rodriques
Name: Kelly Rodriques
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kelly Rodriques and James Nevin, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| | | |
| Signature | Title | Date |
| | | |
| /s/ Kelly Rodriques | Chief Executive Officer and Director | February 11, 2025 |
| Kelly Rodriques | (Principal Executive Officer) | |
| | | |
/s/ James Nevin | Chief Financial Officer | February 11, 2025 |
James Nevin | (Principal Financial Officer) | |
| | | |
| /s/ Ashwin Kumar | Director | February 11, 2025 |
| Ashwin Kumar | | |
| | | |
| /s/ Kimberley Vogel | Director | February 11, 2025 |
| Kimberley Vogel | | |
| | | |
| /s/ Asiff Hirji | Director | February 11, 2025 |
| Asiff Hirji | | |
| | | |
/s/ Debra Chrapaty | Director | February 11, 2025 |
Debra Chrapaty | | |
| | | |
/s/ Eric Leupold | Director | February 11, 2025 |
Eric Leupold | | |
| | | |
/s/ Larry Leibowitz | Director | February 11, 2025 |
Larry Leibowitz | | |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Forge Global Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common stock, par value $0.0001 per share, that may be issued under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan | 457(c) and 457(h) | 5,591,982 (2) | $0.7765 (3) | $4,342,174.02 | $153.10 per $1,000,000 | $664.79 |
| Total Offering Amounts | | | $4,342,174.02 | | — |
| Total Fees Previously Paid | | | | | — |
| Total Fee Offsets | | | | | — |
| Net Fee Due | | | | | $664.79 |
1.Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock, par value $0.0001 per share of the registrant (the “Common Stock”) that may become issuable under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”) as a result of any stock dividend, stock split, recapitalization, or other similar transaction which results in an increase in the number of shares of the registrant’s outstanding common stock.
2.Represents an automatic annual increase on January 1, 2025 equal to 3% of the total number of shares of Common Stock outstanding on the immediately preceding December 31, which annual increase is provided for in the 2022 Plan.
3.Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of Common Stock, as reported on the New York Stock Exchange on February 7, 2025, which date is within five business days prior to the filing of this registration statement, which was $0.7765 per share.
Exhibit 5.1
Goodwin Procter LLP
601 Marshall St.
Redwood City, CA 94063
goodwinlaw.com
+1 650 752 3100
February 11, 2025
Forge Global Holdings, Inc.
4 Embarcadero Center
Floor 15
San Francisco, CA 94111
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 5,591,982 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Forge Global Holdings, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan of our report dated March 26, 2024, with respect to the consolidated financial statements of Forge Global Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
February 11, 2025
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