Forge Global Holdings Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
$FRGE
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 14, 2025
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Item 4.01. Change in Registrant’s Certifying Accountants.
On March 14, 2025, upon the completion of a comprehensive selection process, the Audit Committee (the “Audit Committee”) of the Board of Directors of Forge Global Holdings, Inc. (the “Company”) approved (1) the dismissal of Ernst & Young LLP (“EY”) as the Company's independent registered public accounting firm, effective immediately, and (2) the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and related interim periods, subject to the completion of its standard client acceptance procedures. The Company informed EY of their dismissal on March 14, 2025 (the “Effective Date”).
The reports of EY on the Company’s consolidated financial statements for each of the two fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
In the fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period through the Effective Date, there were no (a) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matters of accounting principle or practice, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in their report on the consolidated financial statements for such years, or (b) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided EY with a copy of the disclosures contained in this Current Report on Form 8-K (the “Form 8-K”) before its filing with the Securities and Exchange Commission ("SEC") and requested that EY furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of EY’s letter, dated March 20, 2025, is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period through the Effective Date, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 16.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Forge Global Holdings, Inc. | ||||||||
| Date: March 20, 2025 | By: | /s/ Kelly Rodriques | ||||||
| Name: | Kelly Rodriques | |||||||
| Title: | Chief Executive Officer | |||||||