Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the above “Introductory
Note” above regarding the Closing of the Business Combination is incorporated into this Item 2.01 by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Motive was immediately before the consummation of the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, Motive has ceased to be a shell company. Accordingly, New Forge is providing below the information that would be included in a Form 10 if New Forge were to file a Form 10. Please note that the information provided below relates to New Forge after the consummation of the Business Combination, unless otherwise specifically indicated or unless the context otherwise requires.
Forward-Looking Statements
Certain statements in this Report may constitute
“forward-looking statements” for purposes of the federal securities laws. Such forward-looking statements include, but
are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. The information included in this Report has been provided by New Forge and its management, and such
forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies regarding the
future of New Forge and its management team. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words
“anticipate,” “believe,” “could,” “expect,” “intends,”
“may,” “might,” “plan,” “potential,” “predict,” “project,”
“should,” “will,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward- looking. The forward-looking statements contained in this
Report are based on current expectations and beliefs concerning future developments and their potential effects on New Forge. There
can be no assurance that future developments affecting New Forge will be those that New Forge has anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to materially differ from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, the factors described below. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19
outbreak or political conflicts and there may be additional risks that we currently consider immaterial or which are unknown. It is
not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws. Forward-looking statements contained in this Report include, but are not limited to, statements about the ability
of New Forge following the Business Combination, to:
| • | execute its business strategy, including monetization of services
provided and expansions in and into existing and new lines of business; |
| •
manage risks associated with macroeconomic conditions resulting from the
global COVID-19 pandemic, including new variant strains of the underlying virus, current or anticipated military conflict,
including between Russia and Ukraine, terrorism, sanctions, rising energy prices, inflation and interest rates and other
geopolitical events globally; |
| • | comply with laws and regulations applicable to its business; |
| • | stay abreast of modified or new laws and regulations applying
to New Forge’s business; |
| • | realize the benefits expected from the Business Combination; |
| • | anticipate the uncertainties inherent in the development of
new business lines and business strategies; |
| • | retain and hire necessary employees; |
| • | increase brand awareness; |
| • | access, collect and use personal data about consumers; |
| • | attract, train and retain effective officers, key employees
or directors; |
| • | upgrade and maintain information technology systems; |
| • | acquire and protect intellectual property; |
| • | meet future liquidity requirements; |
| • | effectively respond to general economic and business conditions; |
| • | maintain the listing of New Forge’s securities on the
NYSE or another national securities exchange; |
| • | obtain additional capital, including use of the debt market; |
| • | enhance future operating and financial results; |
| • | anticipate rapid technological changes; |
| • | anticipate the impact of, and response to, new accounting standards; |
| • | respond to fluctuations in foreign currency exchange rates and
political unrest and regulatory changes in international markets from various events; |
| • | anticipate the rise in interest rates which would increase the
cost of capital; |
| • | anticipate the significance and timing of contractual obligations; |
| • | maintain key strategic relationships with partners; |
| • | respond to uncertainties associated with product and service
development and market acceptance; |
| • | manage to finance operations on an economically viable basis; |
| • | anticipate the impact of new U.S. federal income tax law, including
the impact on deferred tax assets; |
| • | successfully defend litigation; |
| • | successfully deploy the proceeds from the Business Combination;
and |
|
• |
other factors detailed under the section entitled “Risk Factors,” beginning on page 50 of the Proxy Statement/Prospectus. |
Business
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
beginning on page 204 in the section entitled “Information About Forge”, which is incorporated herein by reference.
Risk Factors
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
beginning on page 50 in the section entitled “Risk Factors” which is incorporated herein by reference. There have
been no material changes to such Risk Factors, except as noted below.
We are currently operating in a period of economic uncertainty
and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict
between Russia and Ukraine. Our business may be adversely affected by any negative impact on the global economy and capital markets resulting
from the conflict in Ukraine or any other geopolitical tensions.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of
the military conflict between Russia and Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable,
the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,
as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential
impact on our business. The events have led to sanctions and other penalties being levied by the United States, European Union and other
countries against Russia and Belarus, including agreement to remove certain Russian financial institutions from the Society for Worldwide
Interbank Financial Telecommunication (“SWIFT”) payment system, expansive ban on imports and exports of products to and from
Russia and ban on exportation of U.S denominated banknotes to Russia or persons located there. Additional potential sanctions and penalties
have also been proposed and/or threatened. While the situation is still evolving, and the outcomes remain highly uncertain, there is a
risk that, in addition to having a negative impact on the global economy and capital markets, such events could have an unfavorable impact
on the behavior of our customers, including changes in their investment preferences.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Reference is made to the disclosure contained in Exhibit 99.2 hereto
entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to
the years ended December 31, 2021 and 2020, which is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
Reference is made to the disclosure contained in Exhibit 99.2
hereto in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative
and Qualitative Disclosures about Market Risk”, which is incorporated herein by reference.
Facilities
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
beginning on page 220 in the section entitled “Information About Forge— Facilities,” which is incorporated herein
by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding, unless
otherwise indicated in the footnotes below, the actual beneficial ownership of Domestication Common Stock as of March 21, 2022 (the
“Ownership Date”) by:
|
• |
each person who is, or is expected to be, the beneficial owner of more
than 5% of the issued and outstanding shares of Domestication Common Stock; |
|
• |
each of New Forge’s current named executive officers and directors; and |
|
• |
all current executive officers and directors of New Forge as a group. |
Beneficial ownership is determined according to SEC rules,
which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment
power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
The beneficial ownership of Domestication Common Stock is based on
169,223,826 shares of Domestication Common Stock outstanding as of the Ownership Date. The ownership percentages listed below do
not include any shares of Domestication Common Stock that may be issued after the Ownership Date.
Name of Beneficial Owner | |
Number
of shares of Domestication Common Stock
Beneficially
Owned | | |
% | |
Directors and Executive Officers of New Forge | |
| | | |
| | |
Blythe Masters(1) | |
| — | | |
| — | |
Ashwin Kumar(1) | |
| — | | |
| — | |
Kelly Rodriques(2) | |
| 7,956,983 | | |
| 4.70 | % |
Mark Lee(3) | |
| 1,212,453 | | |
| * | |
Jose Cobos(4) | |
| 1,364,604 | | |
| * | |
Stephen George(9) | |
| 4,453,685 | | |
| 2.63 | % |
Christoph Hansmeyer(5)(7) | |
| 62,458 | | |
| * | |
Kim Vogel | |
| — | | |
| — | |
Steven McLaughlin(8) | |
| 5,940,915 | | |
| 3.51 | % |
All Directors and Executive Officers of New Forge as a Group (9 Individuals) | |
| 20,991,098 | | |
| 12.38 | % |
Five Percent Holders: | |
| | | |
| | |
Paul Luc Robert Heyvaert and Entities Affiliated with
Motive Partners (6) | |
| 36,283,331 | | |
| 20.01 | % |
Deutsche Borse AG(7) | |
| 24,262,496 | | |
| 14.33 | % |
* = less than 1%
(1) Does not include any shares indirectly owned by this individual
as a result of the individual’s profits interest in the Sponsor. Each of these individuals disclaims beneficial ownership of
any shares except to the extent of their pecuniary interest therein.
(2) Includes (i) 1,135,371 shares of Domestication Common Stock subject to vesting restrictions, (ii) 66,945 shares of Domestication Common
Stock held indirectly through an IRA, (iii) 3,834 warrants to purchase Domestication Common Stock exercisable within 60 days that are
directly held and (iv) 6,277 warrants to purchase Domestication Common Stock exercisable within 60 days held indirectly through an IRA.
Does not include options to purchase 3,122,931 shares of Domestication Common Stock subject to performance vesting conditions.
Also includes (i) 677,733 shares of Domestication Common Stock held by Operative Capital LP (“Operative LP”), (ii) 25,083
warrants to purchase Domestication Common Stock exercisable within 60 days held by Operative LP and (iii) 1,596,734 shares of Domestication
Common Stock held by Operative Capital SPV I, LLC (“Operative SPV 1”). Mr. Rodriques is a managing member of the ultimate
general partner of each of Operative Capital LP and Operative Capital SPV I, LLC and thus may be deemed to be the beneficial owner of
the shares held by such entities. Mr. Rodriques disclaims beneficial ownership of all securities held by Operative LP and Operative SPV
1 except to the extent of his pecuniary interest therein, if any.
(3) Includes 1,205,146 shares of Domestication Common Stock (including
338,406 shares of Domestication Common Stock subject to vesting restrictions) and 7,307 warrants to purchase Domestication Common Stock
exercisable within 60 days.
(4) Includes 1,090,485 shares of Domestication Common Stock (including
647,241 shares of Domestication Common Stock subject to vesting restrictions) and 86,745 stock options exercisable within 60 days
held by Mr. Cobos. Also includes 93,687 shares of Domestication Common Stock held by the Elizabeth G. Cobos 2021 Annuity Trust and 93,687
shares of Domestication Common Stock held by the Jose Cobos 2021 Annuity Trust.
(5) Includes 62,458 stock options exercisable within 60 days.
(6) Includes (i) 1,995,820 shares of Domestication Common Stock and warrants to
purchase 665,273 shares of Domestication Common Stock held by Motive Capital Fund I-A, LP (“MC Fund I-A”), (ii) 2,526,551 shares of Domestication Common Stock and warrants to purchase 842,183 shares of Domestication Common Stock held by Motive Capital Fund I-B, LP (“MC Fund I-B”), (iii) 144,296
shares of Domestication Common Stock and warrants to purchase 48,098 shares of Domestication Common Stock held by Motive Capital Fund I-MPF, LP (“MC Fund I-MPF”),
(iv) 4,484,888 shares of Domestication Common Stock and warrants to purchase 1,494,962 shares of Domestication Common Stock held by Motive Capital Fund II-A, LP (“MC
Fund II-A”), (v) 4,403,691 shares of Domestication Common Stock and warrants to purchase 1,467,897 shares of Domestication Common Stock held by Motive Capital
Fund II-B, LP (“MC Fund II-B”), (vi) 444,754 shares of Domestication Common Stock and warrants to purchase 148,251 shares of Domestication Common Stock
held by Motive Capital Fund II-MPF, LP (“MC Fund II-MPF”) and (vii) 10,230,000 shares of Domestication Common Stock and warrants to purchase
7,386,667 shares of Domestication Common Stock held by the Sponsor. The general partner of MC Fund I-A, MC Fund I-B and MC Fund I-MPF is Motive Capital
Fund I GP, LP (“MC-I General Partner”). The general partner of MC Fund II-A, MC Fund II-B and MC Fund II-MPF is Motive Capital
Fund II GP, LP (“MC-II General Partner”). The general partner of MC-I General Partner and MC-II General Partner and the manager
of Sponsor is Motive Partners GP, LLC (“Manager”). The sole member of the Manager is Rob Exploration, LLC (“Exploration”),
of which Paul Luc Robert Heyvaert is the sole member. Each of MC-I General Partner, MC-II General Partner, Manager, Exploration and Paul
Luc Robert Heyvaert may be deemed to have beneficial ownership of the shares of Domestication Common Stock and warrants reported herein to the extent
of their pecuniary interests therein. The address of the entities listed herein and Mr. Heyvaert is 7 World Trade Center, 250 Greenwich
St., FL 47, New York, NY 10007.
(7) Includes 50,301 warrants to purchase Domestication Common Stock
and 24,212,195 shares of Domestication Common Stock The address of Deutsche Borse AG is Mergenthalerallee 61, 65760 Eschborn, Germany.
Christoph Hansmeyer, a member of our board of directors, is Head of Strategy and Merger and Acquisitions at Deutsche Borse AG.
(8) Includes 62,458 stock options exercisable within 60 days held by
Mr. McLaughlin, 18,862 warrants to purchase Domestication Common Stock held by FTP Credit Holdings LLC and 5,779,044 shares of Domestication
Common Stock held by FTP Equidate LLC. Mr. McLaughlin owns 99.25% of FTP Equidate LLC through the Steven J. McLaughlin Revocable Trust,
of which he is the sole trustee. Mr. McLaughlin is the beneficial owner of FTP Credit Holdings LLC.
(9) Includes 62,458 stock options exercisable within 60 days held by
Mr. George. Also includes 2,957,103 shares of Domestication Common Stock held by Panorama Growth Partners II, LP and 1,434,124 shares
of Domestication Common Stock held by Panorama Equidate Co-Investment, LLC. Panorama Point Partners GP II, LLC, an entity which is managed
by Mr. George, is the general partner of Panorama Growth Partners II, LP. Panorama Point Partners, LLC, an entity which Mr. George
is the controlling manager, is the manager of Panorama Equidate Co-Investment, LLC. Mr. George disclaims beneficial ownership of all securities
held by Panorama Growth Partners II, LP and Panorama Equidate Co-Investment, LLC except to the extent of his pecuniary interest therein.
Directors and Executive Officers
New Forge’s directors and executive officers after the consummation
of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled “Management of New Forge
After the Business Combination” beginning on page 252, and such information is incorporated herein by reference. The Board has
determined that each of Kim Vogel, Christoph Hansmeyer, Stephen George, Ashwin Kumar and Blythe Masters qualifies as an independent director
under the listing rules of the New York Stock Exchange.
Additionally, interlocks and insider participation information regarding
Forge’s executive officers is described in the Proxy Statement/Prospectus in the section entitled “Motive’s Compensation
Committee Interlocks and Insider Participation” beginning on page 275, and such information is incorporated herein by reference.
Executive Compensation
The executive compensation of Forge’s executive officers is
described in the Proxy Statement/Prospectus in the section entitled “Management of New Forge After the Business
Combination—Executive Compensation” from pages 256 - 261, and such information is incorporated herein by reference.
Additionally, the compensation-related disclosure set forth under Item 5.02 of this Report is incorporated herein by reference.
Director Compensation
The compensation of New Forge’s directors is described in the
Proxy Statement/Prospectus in the sections entitled “Management of New Forge After the Business Combination—Director Compensation”
beginning on page 261, and such information is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director
Independence
Certain relationships and related party transactions of New Forge are
described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Person Transactions—Forge”
beginning on page 269, which is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
beginning on page 222 in the section entitled “Information About Forge— Legal Proceedings”, and beginning on
page 196 in the section entitled “Information About Motive—Legal Proceedings,” both of which are incorporated
herein by reference.
Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
The Domestication Common Stock and Domestication Public Warrants
began trading on the New York Stock Exchange under the symbols “FRGE” and “FRGE WS,” respectively, on March
22, 2022, in lieu of the ordinary shares, warrants and units of Motive. As of March 22, 2022, there were approximately
189 holders of record of Domestication Common Stock and 8 holders of record of Domestication Public Warrants. New Forge has not
paid any cash dividends on its shares of common stock to date. It is the present intention of the Board to retain all earnings, if
any, for use in New Forge’s business operations and, accordingly, the Board does not anticipate declaring any dividends in the
foreseeable future. The payment of cash dividends in the future will be dependent upon New Forge’s revenues and earnings, if
any, capital requirements and general financial condition. The payment of any cash dividends is within the Board’s discretion.
Further, New Forge’s ability to declare dividends may be limited by the terms of financing or other agreements entered into by New
Forge or its subsidiaries from time to time.
As of December 31, 2021, Motive did not maintain any equity compensation
plans.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth below under Item 3.02
of this Report concerning the issuance and sale by New Forge of certain unregistered securities, and to the disclosure set forth in the
section entitled “Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings- Unregistered Sales”
under Item 5 of the Annual Report on Form 10-K for the year ended December 31, 2021, filed by Motive with the SEC, each of which is incorporated
herein by reference.
Description of Registrant’s Securities
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
beginning on page 282 in the section entitled “Description of New Forge Capital Stock,” which is incorporated herein
by reference.
Indemnification of Directors and Officers
New Forge has entered into indemnification agreements with each of
its directors, executive officers and certain other designated employees. Each indemnification agreement provides for indemnification
and advancement by New Forge of certain expenses and costs relating to claims, suits or proceedings arising from such individual’s
service as an officer, director, employee, agent or fiduciary of Forge or, at its request, service to other entities, to the fullest extent
permitted by applicable law. The foregoing description of the indemnification agreements does not purport to be complete and is qualified
in its entirety by the terms and conditions of the indemnification agreements, a form of which is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Further information about the indemnification of Forge’ directors
and officers is set forth in the Proxy Statement/Prospectus in the section entitled “Description of New Forge Capital Stock—Limitations
on Liability and Indemnification of Officers and Directors” beginning on page 291, and is incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth in Item 9.01 of this
Report concerning the financial statements of New Forge.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The information set forth under Item 4.01 of this Report is incorporated
herein by reference.