M&A - Forge Global Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025034080

Filing Summary: On July 1, 2025, Forge Global Holdings, Inc. completed an acquisition involving a merger agreement with Accuidity, LLC and its subsidiaries, Margo Merger Sub I and Margo Merger Sub II. The first merger saw Merger Sub I merge into Accuidity, with Accuidity surviving as a wholly owned indirect subsidiary of Forge. The second merger involved the surviving company merging with Merger Sub II, completing the acquisition process. The total consideration for the acquisition was $10 million in cash and 1,150,000 shares of Company Common Stock, with an additional earn-out consideration of up to 1,000,000 shares dependent on performance milestones through 2027. The Board of Directors approved the transaction unanimously, and shareholder approval was not required. The company paid approximately $9.8 million in cash for the first closing of the acquisition and has obligations concerning the issuance of stock. Due to the nature of the acquisition, certain details regarding the representation and warranties provided in the merger agreement were disclosed. A press release announcing the acquisition was issued on July 2, 2025.