Amendment: SEC Form SCHEDULE 13D/A filed by Forge Global Holdings Inc.
$FRGE
Investment Bankers/Brokers/Service
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Forge Global Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
34629L202 (CUSIP Number) |
Deutsche Boerse AG Mergenthalerallee 61, Attn: Maximilian Weissenrieder Eschborn, 2M, 65760 (001) 49 69 2110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 34629L202 |
| 1 |
Name of reporting person
DEUTSCHE BORSE AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,614,146.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Forge Global Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 EMBARCADERO CENTER, FLOOR 15, SAN FRANCISCO,
CALIFORNIA
, 94111. | |
Item 1 Comment:
Item 1 of the Amended Schedule 13D (as defined below) is hereby amended and supplemented as follows:
This Amendment No. 2 to the Schedule 13D (the "Amendment No. 2") amends and supplements certain items of the Schedule 13D related to the Common Stock of the Issuer, originally filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed on August 12, 2025 (as amended, the "Amended Schedule 13D"). All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D. Except as otherwise provided herein, each item of the Amended Schedule 13D remains unchanged. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Amended Schedule 13D is hereby amended and supplemented as follows:
On November 5, 2025, The Charles Schwab Corporation ("Parent"), Ember-Falcon Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), which provides, among other things, for the merger of the Issuer with and into Merger Sub (the "Merger"), with Merger Sub to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement.
As a condition to Parent's willingness to enter into the Merger Agreement, Parent and the Reporting Person have entered into a support agreement (the "Support Agreement"), pursuant to which the Reporting Person has undertaken to, among other things, vote all of its shares of the Common Stock in favor of the Merger Agreement and the approval of the transactions contemplated thereby and against other acquisition proposals involving the Issuer.
The Support Agreement will automatically terminate upon the occurrence of certain events, including a termination of the Merger Agreement.
The description of the Support Agreement is qualified in its entirety by reference to such agreement, a copy of which is included as Exhibit 3 hereto and incorporated herein by reference.
The Issuer's entry into the Merger Agreement triggered a put/call right under the shareholders' agreement governing Forge Europe GmbH, an entity in which the Issuer has a majority interest and the remaining interest of which is held by the Reporting Person. The Issuer has exercised its right to acquire all the equity securities of Forge Europe GmbH held by the Reporting Person (the "Forge Europe GmbH Transaction"). The Forge Europe GmbH Transaction is expected to close simultaneously with the Merger. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Amended Schedule 13D is hereby amended and supplemented by appending new Exhibit 3 (Support Agreement, dated as of November 5, 2025, by and between The Charles Schwab Corporation and Deutsche Borse AG).
[***] Certain personal information has been redacted pursuant to Item 601(a)(6) of Regulation S-K. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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