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Forge Global Enters USD 2bn Business Combination with Motive Capital
Wednesday 15 September 2021

US-based private securities marketplace Forge Global, Inc. has entered into a definitive business combination agreement with US-based special purpose acquisition company Motive Capital Corp (NYSE: MOTV.U), the company said.

The transaction is expected to deliver approximately USD 532.5m of gross proceeds to the combined company prior to the payment of transaction expenses and up to USD 100m of cash consideration, including the contribution of up to USD 414m of cash held in Motive Capital Corp's trust account from its initial public offering in December 2020.

Forge will become a publicly traded company upon the closing of the transaction, currently expected in the fourth quarter of 2021 or first quarter of 2022.

Upon completion of the transaction, the combined company is expected to have a fully diluted equity value on a pro forma basis of approximately USD 2.0bn, assuming redemptions are no greater than USD 90m by existing Motive Capital Corp shareholders.

Motive Capital Corp (NYSE: MOTV.U) is sponsored by affiliates of a financial technology specialised private equity firm.

The combination is further supported by a USD 50m commitment under Motive Partners' Forward Purchase Agreement and a USD 68.5m PIPE at USD 10 per share supported by ION Group, Temasek and Adit Ventures.

Certain Motive Partners' funds will provide up to an additional USD 90m as a backstop via its Forward Purchase Agreement.

Existing Forge shareholders are expected to roll 90% of their equity into the combined company.

Concurrent with closing, up to USD 100m of the transaction proceeds will be paid to certain existing Forge shareholders as cash proceeds for a portion of their existing equity.

Financial Technology Partners and FTP Securities (FT Partners) served as financial advisors to Forge. JMP Securities LLC, Piper Sandler, Oppenheimer and Co. Inc., and William Blair and company, LLC acted as capital markets advisors to Forge. Goodwin Procter LLP acted as legal advisor to Forge.

UBS Investment Bank is serving as financial advisor to Motive Capital Corp. Gibson, Dunn and Crutcher LLP acted as legal advisor and Oliver Wyman served as a strategic advisor to Motive Capital Corp.

UBS Investment Bank and J.P. Morgan are serving as capital markets advisors and placement agents to Motive Capital Corp. Mayer Brown LLP acted as legal advisor to the placement agents.
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Date Published: 15/09/2021

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