Merger MOTV

Forge global to go public via merger with Motive Capital

, SPAC research

Forge Global, Inc. (“Forge”), a leading global private securities marketplace, today announced it has entered into a definitive business combination agreement with Motive Capital Corp. Forge will become a publicly traded company upon the closing of the transaction, currently expected in the fourth quarter of 2021 or first quarter of 2022.

Forge is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. By combining world-class trading technology and operating expertise, Forge Markets enables private company shareholders to trade private company shares with accredited investors. Forge Company Solutions, Forge Data and Forge Trust along with Forge Markets provide the transparency, access and solutions that companies, as well as institutional and individual investors need to confidently navigate and efficiently transact in the private markets. Securities related services are offered through Forge Securities LLC (“Forge Securities”), a wholly-owned subsidiary of Forge Global, Inc. Forge Securities is a registered Broker Dealer and, Member FINRA/SIPC and alternative trading system.

Upon completion of the transaction, the combined company is expected to have a fully diluted equity value on a pro forma basis of approximately $2.0 billion, assuming redemptions are no greater than $90 million by existing Motive Capital Corp shareholders.

The transaction is expected to deliver approximately $532.5 million of gross proceeds to the combined company prior to the payment of transaction expenses and up to $100 million of cash consideration, including the contribution of up to $414 million of cash held in Motive Capital Corp’s trust account from its initial public offering in December 2020.

The combination is further supported by a $50 million commitment under Motive Partners’ Forward Purchase Agreement and a $68.5 million PIPE at $10 per share supported by ION Group, Temasek and Adit Ventures. Certain Motive Partners’ funds will provide up to an additional $90 million as a backstop via its Forward Purchase Agreement.

Financial Technology Partners and FTP Securities (FT Partners) served as financial advisors to Forge. JMP Securities LLC, Piper Sandler, Oppenheimer & Co. Inc., and William Blair & Company, LLC acted as capital markets advisors to Forge. Goodwin Procter LLP acted as legal advisor to Forge.

UBS Investment Bank is serving as financial advisor to Motive Capital Corp. Gibson, Dunn & Crutcher LLP acted as legal advisor and Oliver Wyman served as a strategic advisor to Motive Capital Corp. UBS Investment Bank and J.P. Morgan are serving as capital markets advisors and placement agents to Motive Capital Corp. Mayer Brown LLP acted as legal advisor to the placement agents.

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