Amendment: SEC Form SCHEDULE 13D/A filed by Forge Global Holdings Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Forge Global Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
34629L103 (CUSIP Number) |
Kristy Trieste 7 World Trade Center, 250 Greenwich Street, 47th Floor New York, NY, 10007 (212) 651-0200 Evan D' Amico / Alexander Orr Gibson Dunn & Crutcher LLP, 1700 M Street, N.W. Washington, DC, 20036 (202) 955-8500 (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) |

SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund I-A, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
133,054.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund I-B, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
168,436.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund I-MPF, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,619.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund II-A, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
622,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund II-B, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
622,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund II-MPF, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
622,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Funds Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,174,444.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.63 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund I GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
311,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
MCF2 FG Aggregator, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
622,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Capital Fund II GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
622,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Motive Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,107,775.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
ROB Exploration, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,107,775.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 34629L103 |
| 1 |
Name of reporting person
Paul Luc Robert Heyvaert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
![]() | ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,107,775.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Forge Global Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
415 Mission St., San Francisco,
CALIFORNIA
, 94105. | |
Item 1 Comment:
This Schedule 13D relates to shares of Common Stock of Forge Global Holdings, Inc., a Delaware corporation.
This Amendment Number 2 (the "Amendment") amends and supplements certain items of the initial Schedule 13D (the "Initial Schedule 13D") filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2022 (except MCF2 FG Aggregator, which became a party to this Schedule 13D upon the filing of an amendment thereto with the SEC on May 19, 2022 ("Amendment #1" and the Initial Schedule 13D, as amended by Amendment #1, the "Amended Schedule 13D," and as further amended by this Amendment, the "Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Amended Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D and the information set forth in Item 6 are incorporated herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 13,601,362 shares of Common Stock outstanding as of August 6, 2025.
MC-I General Partner may be deemed to have beneficial ownership of the shares of Common Stock held directly by MC Fund I-A, MC Fund I-B and MC Fund I-MPF. Each of MC-II General Partner, MC Fund II-A, MC Fund II-B and MC Fund II-MPF may be deemed to have beneficial ownership of the shares of Common Stock held directly by MCF2 FG Aggregator. Each of Partners GP, Exploration and Paul Luc Robert Heyvaert may be deemed to have beneficial ownership of all of the shares of Common Stock and the shares of Common Stock underlying warrants reported herein. In each case, each of MC-I General Partner, MC-II General Partner, MC Fund II-A, MC Fund II-B, MC Fund II-MPF, Partners GP, Exploration and Mr. Heyvaert disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. | |
| (c) | (c) Other than as described in this Item 5, none of the Reporting Persons has effected any transaction in shares of Common Stock during the past sixty (60) days. | |
| (d) | (d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D. | |
| (e) | (e) Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to include the following:
On November 5, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Charles Schwab Corporation, a Delaware corporation ("Parent"), and Ember-Falcon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), whereby, subject to the terms thereof, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
Concurrently with the execution of the Merger Agreement, on November 5, 2025, each of Motive Capital Fund I-A, LP, Motive Capital Fund I-B, LP, Motive Capital Fund I-MPF, LP, MCF2 FG Aggregator, LLC and Motive Capital Funds Sponsor, LLC (collectively, the "Supporting Stockholders") entered into a Support Agreement (the "Support Agreement") with Parent, with respect to Issuer shares owned of record or beneficially by the Supporting Stockholders (collectively with any Issuer shares subsequently acquired by the Supporting Stockholders, the "Shares").
Pursuant to the Support Agreement, among other things, the Supporting Stockholders agreed to vote all of their Shares in favor of the adoption of the Merger Agreement and any proposal to adjourn or postpone the Issuer stockholder meeting to a later date if there are insufficient votes to adopt the Merger Agreement, and against any competing acquisition proposal or any other action, proposal, transaction, agreement or amendment of the Issuer's organizational documents that would reasonably be expected to (a) result in a breach of representation, warranty, covenant or other obligation or agreement of Issuer contained in the Merger Agreement, or of the Supporting Stockholders in the Support Agreement, or (b) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger.
The Support Agreement will terminate automatically upon the occurrence of certain events, including a termination of the Merger Agreement, or if the Issuer's board of directors changes its recommendation that the Company's stockholders vote to adopt the Merger Agreement and approve the Merger. Upon termination of the Support Agreement, the Supporting Stockholders may vote their Issuer shares in any manner they choose.
In addition, the Supporting Stockholders agreed not to take certain actions, including, among other things (and subject to exceptions for certain permitted transfers), (i) directly or indirectly, offering for sale, transferring, disposing of, tendering in any tender or exchange offer, pledging or encumbering, or entering into any contract, arrangement or understanding with respect to the sale, transfer or other disposition of, any Shares, (ii) granting any proxies or powers of attorney with respect to the Shares or (iii) entering into agreements inconsistent with, or that would otherwise violate the provisions of, the Support Agreement.
The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to append the exhibits below. Certain personal information has been redacted from Exhibit 99.1 pursuant to Item 601(a)(6) of Regulation S-K.
99.1 Support Agreement, dated as of November 5, 2025, by and among The Charles Schwab Corporation, and the Supporting Stockholders (filed herewith).
99.2 Joint Filing Agreement (incorporated by reference to Exhibit 99.4 to the Schedule 13D/A filed by the Reporting Persons on May 19, 2022). | ||
| 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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