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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of Forge Global Holdings, Inc. (“Forge”) and Accuidity, LLC (“Accuidity”) after giving effect to Parent’s acquisition of Accuidity (“Accuidity Acquisition”) that was completed on July 1, 2025 (the “Acquisition Date”).

The unaudited pro forma condensed combined balance sheet was prepared as if the Accuidity Acquisition had occurred on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 was prepared as if the Accuidity Acquisition had occurred on January 1, 2025. For all periods after July 1, 2025, Accuidity’s results will be included in the Forge consolidated financial statements.

The following unaudited pro forma condensed combined financial information is derived from the historical financial statements of Forge and Accuidity, and should be read in conjunction with Forge’s historical consolidated financial statements included in its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and Accuidity’s Statement of Assets Acquired and Liabilities Assumed as of July 1, 2025, that are included as in this Form 8-K/A.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and are not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that would have been realized had the entities been a single entity as of or for the periods presented.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. The acquisition accounting adjustments are based on available information and assumptions that the Company’s management believes are reasonable. Such adjustments are estimates and actual experience may differ from expectations.

The unaudited pro forma condensed combined financial statements are subject to closing adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information as required by SEC rules. Differences between these preliminary estimates and the final combination accounting may be material.

















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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(in thousands)

Historical
Pro Forma
Forge Global
Accuidity
Acquisition Adjustments
Notes
Combined
Assets
Current assets:
Cash and cash equivalents$54,310 $404 $(9,786)
a c
$44,928 
Restricted cash1,138 — — 1,138 
Accounts receivable, net
8,119 — — 8,119 
Prepaid expenses and other current assets10,020 43 — 10,063 
Investments26,393 — — 26,393 
Total current assets$99,980 $447 $(9,786)$90,641 
Internal-use software, property and equipment, net1,557 — — 1,557 
Goodwill and other intangible assets, net126,055 — 30,994 
b
157,049 
Operating lease right-of-use assets3,985 — — 3,985 
Payment-dependent notes receivable9,604 — — 9,604 
Other assets, noncurrent1,664 — — 1,664 
Total assets$242,845 $447 $21,208 $264,500 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$2,744 $36 $— $2,780 
Accrued compensation and benefits13,600 — — 13,600 
Accrued expenses and other current liabilities6,765 230 — 6,995 
Operating lease liabilities, current2,032 — — 2,032 
Total current liabilities$25,141 $266 $— $25,407 
Operating lease liabilities, noncurrent3,231 — — 3,231 
Payment-dependent notes payable9,604 — — 9,604 
Warrant liabilities296 — — 296 
Other liabilities, noncurrent329 — 6,023 
a
6,352 
Total liabilities$38,601 $266 $6,023 $44,890 

Stockholders' equity:
Preferred stock
— — — — 
Common stock
1 — — 1 
Treasury stock
(625)— — (625)
Additional paid-in capital575,676 181 15,185 
a
591,042 
Accumulated other comprehensive income1,193 — — 1,193 
Accumulated deficit(375,724)— — (375,724)
Total Forge Global Holdings, Inc. stockholders’ equity$200,521 $181 $15,185 $215,887 
Noncontrolling Interest3,723 — — $3,723 3,723 
Total stockholders’ equity$204,244 $181 $15,185 $219,610 
Total liabilities and stockholders’ equity$242,845 $447 $21,208 $264,500 









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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except per share data)
Historical
Pro Forma
Forge Global
Accuidity
Acquisition Adjustments
Notes
Combined
Revenues:
Marketplace revenue$34,594 $2,978 $(7)
e
$37,564 
Custodial administration fees18,441 — — 18,441 
  Total revenues$53,035 $2,978 $(7)$56,005 
Transaction-based expenses:
Transaction-based expenses(347)(22)1 
e
(367)
Total revenues, less transaction-based expenses $52,688 $2,956 $(6)$55,638 
Operating expenses:
Compensation and benefits56,684 826 1,799 
d f
59,309 
Technology and communications9,016 5 (12)
c
9,010 
General and administrative4,398 68 2 
c
4,468 
Professional services3,536 668 6 
c e
4,210 
Advertising and market development2,743 — — 2,743 
Acquisition-related transaction costs1,988 755 (2,743)
c g
— 
Depreciation and amortization1,895 — 543 
b
2,438 
Rent and occupancy1,732 43 — 1,775 
Total operating expenses$81,992 $2,366 $(405)$83,952 
Operating loss $(29,304)$591 $399 $(28,314)
Interest and other income:
Interest income1,845 — — 1,845 
Change in fair value of warrant liabilities(103)— — (103)
Other income, net130 — — 130 
Total interest and other (expense) income$1,872 $— $— $1,872 
Loss before provision for income taxes$(27,432)$591 $399 $(26,442)
Provision for income taxes1,205 230 — 1,435 
Net loss$(28,637)$361 $399 $(27,877)
Net income (loss) attributable to noncontrolling interest115 — — 115 
Net loss attributable to Forge Global Holdings, Inc.$(28,752)$361 $399 $(27,992)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic$(2.30)$(2.10)
Diluted$(2.30)$(2.10)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic12,503 822 
h
13,325 
Diluted12,503 822 
h
13,325 
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NOTES TO UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION

Note 1 - Basis of Pro Forma Presentation

The unaudited pro forma condensed combined balance sheet has been prepared to give effect to the acquisition as if the transaction had occurred as of June 30, 2025. The unaudited pro forma condensed combined statement of income has been prepared to give effect to the acquisition as if the transaction had occurred as of January 1, 2025. The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the condensed combined income statement, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Management used estimates and assumptions, with the assistance of independent valuation specialists, to estimate the fair value of the assets acquired and liabilities assumed. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net assets acquired. The determination of consideration paid and allocation to the assets acquired and liabilities assumed is based on preliminary estimates of fair value. The purchase price allocation of the assets acquired and liabilities assumed is preliminary until contractual post-closing working capital adjustments, estimates, and assumptions are finalized, including the final independent valuation report. The final determination of the purchase price allocation of the assets acquired and liabilities assumed is required to be completed within twelve months of the acquisition date.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position had the acquisition been consummated during the period presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities.

The unaudited pro forma condensed combined financial information does not reflect any integration activities or savings from operating efficiencies or synergies that could result from the acquisition.

Note 2 - Preliminary Purchase Consideration and Allocation

On July 1, 2025 (“Acquisition Date”), Forge Global, Inc. (the “Company”), a wholly owned subsidiary of Forge Global Holdings, Inc. (“Forge”), acquired certain assets associated with Accuidity, LLC (“Accuidity”), a specialized asset management firm focused on private market investing via a family of institutional index funds, single issuer investment funds, and early-stage venture funds, for total purchase consideration of $31.2 million. The purchase consideration consisted of $10.0 million in cash, 1,150,000 shares of newly issued shares of Parent common stock (NYSE:FRGE), a portion of which are subject to forfeiture and transfer restrictions, contingent consideration of $6.0 million and net working capital adjustments.

The following table summarizes the components of the purchase consideration transferred based on the closing price of $18.70 per share of common stock on the Acquisition Date (in thousands):

Cash
$10,000 
Common stock (1,150,000 shares at $18.70 per share)
21,505 
Contingent consideration
6,023 
37,528 
Less: post-combination share-based compensation (327,791 shares at $18.70 per share)
(6,130)
Less: Adjusted working capital acquired
(223)
Purchase consideration
$31,175 

The post-combination share-based compensation is subject to continuous employment and will be recognized as share-based compensation over the required service period of up to three years. The incremental compensation expense is reflected as an adjustment to the unaudited pro forma condensed combined statement of income (see Note 2 - Pro Forma Adjustments).

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The following table summarizes the preliminary allocation of the assets acquired and liabilities assumed based on their fair values on the Acquisition Date and the related estimated useful lives of the finite-lived intangible assets acquired (in thousands):

Preliminary estimated useful life
Assets Acquired
Cash$404 
Other current assets
43 
Finite-lived intangible assets:
Investment management contracts1,800 
10 years
Customer relationships2,800 
4 years
Investment strategies1,600 
10 years
Trade name portfolio450 
10 years
Total Assets Acquired
$7,097 
Liabilities Assumed
Current liabilities
$266 
Total Liabilities Assumed
$266 
Net Assets Acquired
$6,831 
Goodwill
24,344 
Total
$31,175 

We believe the amount of goodwill resulting from the allocation of purchase consideration is primarily attributable to the assembled workforce and expected synergies of the business combination. Goodwill is not expected to be deductible for tax purposes. In accordance with ASC 805, goodwill is not amortized but instead is tested for impairment at least annually and more frequently if certain indicators of impairment are present.

Upon completion of the fair value assessment, the final purchase price allocation may differ from the preliminary assessment outlined above. Changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and any residual amount will be allocated to goodwill.

Note 2 - Pro Forma Adjustments

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows (in thousands except share data):

a.To record adjustments related to consideration paid less Acquisition Date working capital.

Cash and cash equivalents
Other liabilities, noncurrent
Common stock
Additional paid in capital
Cash payment
$10,000 $— $— $— 
Acquired working capital
(214)— — — 
Contingent consideration
— 6,023 — — 
Common stock issuance (822,209 shares at $18.70 per share)
— — 
*
15,375 
Eliminate historical Accuidity equity
— — —(190)
Total adjustments
$9,786 $6,023 $— $15,185 
* amount less than $1
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b.To record preliminary fair values of the intangible assets acquired and associated amortization expense for the six months ended June 30, 2025.

Preliminary fair values
Preliminary estimated useful life
Amortization expense
Investment management contracts
$1,800 
10 years
$90 
Customer relationships
2,800 
4 years
350 
Investment strategies
1,600 
10 years
80 
Trade name portfolio
450 
10 years
23 
Goodwill
24,344 — 
Total adjustments
$30,994 $543 

c.To record the post-acquisition estimated working capital adjustments to be settled as per the merger agreement from the working capital holdback and associated expense impact for the six months ended June 30, 2025.

(Increase) decrease
Technology and communications
$12 
General and administrative
(2)
Professional services
(12)
Acquisition-related transaction costs
(23)
Cash consideration adjustment
$(25)

d.To record the effect of Acquisition Date share-based compensation expense in the amount of $766 thousand related to 327,791 shares of Forge’s common stock at the closing share price of $18.70 on July 1, 2025 which are subject to service-based vesting conditions.
e.To eliminate pre-acquisition related party activities for the six months ended June 30, 2025.

Marketplace revenue
Transaction-based expenses
Professional services
Distribution fees
$(1)$1 $— 
Index license fees
(6)— 6 
Total eliminations
$(7)$1 $6 

f.To record the effect of employment agreements executed in connection with the acquisition in the amount of $1,033 thousand as if such agreements had been executed on January 1, 2025. Such agreements are directly attributable to the acquisition and will have a continuing impact on the combined entities.
g.To eliminate acquisition-related expenses incurred that will not have a continuing impact on the combined entities.
h.To reflect the impact of common stock issued as consideration in connection with the acquisition. The effects of awards granted in connection with employment agreements which are subject to service-based vesting conditions are excluded.
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