S-8

As filed with the Securities and Exchange Commission on March 30, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORGE GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 98-1561111
(I.R.S. Employer
Identification No.)

415 Mission Street Suite 5510 San Francisco, CA 94105
(Address of Principal Executive Offices) 94105
(Zip Code)

Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan

Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan

(Full title of the plans)

Kelly Rodriques

Chief Executive Officer

415 Mission Street

Suite 5510

San Francisco, CA 94105
(Name and address of agent for service)

(415) 881-1612
(Telephone number, including area code, of agent for service)

With a copy to:

W. Stuart Ogg

Justin Anslow

Goodwin Procter LLP

601 Marshall Street

Redwood City, California 94063

(650) 752-3100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Forge Global Holdings, Inc. (the “registrant”) is filing this registration statement with the Securities and Exchange Commission (the “SEC”) to register (i) 5,176,827 additional shares of the registrant's common stock under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”), pursuant to the provision of the 2022 Plan providing for such automatic increase in the number of shares reserved for issuance, and (ii) 1,725,609 additional shares of the registrant's common stock under the Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”), pursuant to the provision of the 2022 ESPP providing for such automatic increase in the number of shares reserved for issuance. In accordance with General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the registrant’s registration statement on Form S-8 filed on May 26, 2022, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Exhibit Description
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.5 of the Prospectus).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page).
99.1	Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed on March 25, 2022).
99.2	Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed on March 25, 2022).
99.3	Form of Incentive Stock Option Agreement under Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.4 of the registrant’s registration statement on Form S-8 filed with the SEC on May 26, 2022).
99.4	Form of Non-Qualified Stock Option Agreement under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.5 of the registrant’s registration statement on Form S-8 filed with the SEC on May 26, 2022).
99.5	Form of Restricted Stock Unit Award Agreement under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.6 of the registrant’s registration statement on Form S-8 filed with the SEC on May 26, 2022).
99.6	Form of Restricted Stock Award Agreement under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.7 of the registrant’s registration statement on Form S-8 filed with the SEC on May 26, 2022).
107*	Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 30, 2023.

Forge Global Holdings, Inc.

By: /s/ Kelly Rodriques        

Name: Kelly Rodriques

Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kelly Rodriques and Mark Lee, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kelly Rodriques	Chief Executive Officer and Director	March 30, 2023
Kelly Rodriques	(Principal Executive Officer)
/s/ Mark Lee	Chief Financial Officer	March 30, 2023
Mark Lee	(Principal Financial and Principal Accounting Officer)
/s/ Ashwin Kumar	Director	March 30, 2023
Ashwin Kumar
/s/ Blythe Masters	Director	March 30, 2023
Blythe Masters
/s/ Stephen George	Director	March 30, 2023
Stephen George
/s/ Christoph Hansmeyer	Director	March 30, 2023
Christoph Hansmeyer
/s/ Kimberly Vogel	Director	March 30, 2023
Kimberly Vogel
/s/ James Herbert, II	Director	March 30, 2023
James Herbert, II
/s/ Asiff Hirji	Director	March 30, 2023
Asiff Hirji

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Forge Global Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.0001 per share, that may be issued under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan	457(c) and 457(h)	5,176,827 (2)	$1.5800 (3)	$8,179,386.66	$110.20 per $1,000,000	$901.37
Equity	Common stock, par value $0.0001 per share, that may be issued under the Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan	457(c) and 457(h)	1,725,609 (4)	$1.3430 (5)	$2,317,492.89	$110.20 per $1,000,000	$255.39
Total Offering Amounts					$10,496,879.55		—
Total Fees Previously Paid							—
Total Fee Offsets							—
Net Fee Due							$1,156.76

1.Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock, par value $0.0001 per share of the registrant (the “Common Stock”) that may become issuable under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”), and the Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”), as a result of any stock dividend, stock split, recapitalization, or other similar transaction which results in an increase in the number of shares of the registrant’s outstanding common stock.

2.Represents an automatic annual increase on January 1, 2023 equal to 3% of the total number of shares of Common Stock outstanding on the immediately preceding December 31, which annual increase is provided for in the 2022 Plan.

3.Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of Common Stock, as reported on the New York Stock Exchange on March 24, 2023, which date is within five business days prior to the filing of this registration statement, which was $1.58 per share.

4.Represents an automatic annual increase on January 1, 2023 equal to 1% of the outstanding shares of Common Stock on the immediately preceding December 31, which annual increase is provided for in the 2022 ESPP.

5.Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on 85% of $1.58, the average of the high and low prices of the Common Stock, as reported on the New York Stock Exchange on March 24, 2023. Pursuant to the 2022 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less.

EX-5.1

Exhibit 5.1

Goodwin Procter LLP

601 Marshall St.

Redwood City, CA 94063

goodwinlaw.com

+1 650 752 3100

March 30, 2023

Forge Global Holdings, Inc.

415 Mission Street

Suite 5510

San Francisco, CA 94105

Re:    Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 6,902,436 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Forge Global Holdings, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Stock Option and Incentive Plan and 2022 Employee Stock Purchase Plan (the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

s/ Goodwin Procter LLP    

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 2022 Stock Option and Incentive Plan of Forge Global Holdings, Inc. and the 2022 Employee Stock Purchase Plan of Forge Global Holdings, Inc. of our report dated March 1, 2023, with respect to the consolidated financial statements of Forge Global Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California

March 30, 2023